Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article V, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash by the Partnership to the Partners shall be made as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retention. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of (i) the period beginning on the Initial Closing Date and ending on October 31, 1994 and (ii) each calendar quarter Quarter commencing with the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter beginning on November 1, 1994, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash Quarter shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations generated by the Partnership since the Initial Closing Date through the close of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 5.5, be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary the Operating Partnership or disbursements on behalf of any Subsidiarythe Operating Partnership) made or cash reserves established established, increased or reduced after the end of any calendar quarter Quarter but on or before the date on which the Partnership makes its distribution of Available Cash in respect of such Quarter as required by Section 5.3(a) shall be deemed to have been made or made, established, increased or reduced for purposes of determining Available Cash and Cash from Operations, within such quarter Quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.

Requirement and Characterization of Distributions. (a) Within Subject to Section 7.5(e), within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions Quarter shall, subject to Section 17-607 of Available Cash the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners shall be made Unitholders as of the Record Date selected by the Managing General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 6.4 equals the Operating Surplus from the Closing Date through the close of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall be deemed to be Cash from Interim “Capital TransactionsSurplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines. Notwithstanding the foregoingSection 6.3(a), in the event of the dissolution and liquidation of the Partnership, all proceeds receipts received during or after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of such liquidation the definition of Available Cash, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Sections 14.3 Section 12.4. (c) In the event of the dissolution and 14.4liquidation of the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (d) The Managing General Partner shall have the discretion to treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners as if they had been distributed to the Partner on whose behalf the taxes were held or paid. (e) 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 Partnership’s 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.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of (i) the period beginning on the Initial Closing Date and ending on October 31, 1994 and (ii) each calendar quarter Quarter commencing with the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter beginning on November 1, 1994, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash Quarter shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations generated by the Partnership since the Initial Closing Date through the close of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 5.5, be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary the Operating Partnership or disbursements on behalf of any Subsidiarythe Operating Partnership) made or cash reserves established established, increased or reduced after the end of any calendar quarter Quarter but on or before the date on which the Partnership makes its distribution of Available Cash in respect of such Quarter as required by Section 5.3(a) shall be deemed to have been made or made, established, increased or reduced for purposes of determining Available Cash and Cash from Operations, within such quarter Quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.. US-DOCS\98994761.5

Requirement and Characterization of Distributions. (a) Within 45 days following after each Quarter beginning with the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter ending December 31, 2008, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash period or Quarter shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 equals the Operating Surplus from the Second A&R Effective Date through the close of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 5.5, be deemed to be Cash from Interim Capital TransactionsSurplus. (b) Notwithstanding the definitions of Available Cash and Cash from Operations Operating Surplus contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter Quarter but on or before the date on which the Partnership makes its distribution of Available Cash in respect of such Quarter pursuant to Section 5.3(a) shall be deemed to have been made or made, established, increased or reduced for purposes of determining Available Cash and Cash from OperationsOperating Surplus, within such quarter Quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and Section 14.4. (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.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article V, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash by the Partnership to the Partners shall be made as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retention. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Operating Subsidiary or disbursements on behalf of any Operating Subsidiary) made or cash reserves established after the end of any calendar quarter shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article V, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash by the Partnership to the Partners shall be made as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retention. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute (or by May 15, 1992 with respect to the Partners and retain for reinvestment in its business in accordance with this Article Vperiod from the Closing Date through December 31, 1991), an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash quarter (or period) shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. The immediately preceding sentence shall not modify in any respect the provisions of Section 4.2 regarding the distribution of any interest or other profit on the initial contributions referred to therein. All amounts of Available Cash distributed and retained by the Partnership on any date from any source (other than amounts paid or distributed pursuant to Section 4.2) shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section Sections 5.4 and 5.5 and in respect of the Second Amended and Restated Agreement or any substantially similar provisions redemption of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 APIs equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentiondistribution. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall (other than amounts paid or distributed pursuant to Section 4.2) shall, except as otherwise provided in Section 5.6, be deemed to be Cash from Interim Capital Transactions; provided, that if (i) all or any portion of Available Cash with respect to any calendar quarter distributed by the Partnership would otherwise be deemed to be Cash from Interim Capital Transactions and (ii) APIs were purchased in respect of such quarter under the Distribution Support Agreement and the proceeds therefrom were distributed to the Limited Partners holding Units, then the Available Cash so distributed that would otherwise be deemed to be Cash from Interim Capital Transactions shall be deemed to be Cash from Operations to the extent of the proceeds from the purchase of APIs so distributed. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, (i) cash receipts of the Partnership from the issuance of APIs shall be deemed to be received, for purposes of determining Available Cash and Cash from Operations, during the quarter in respect of which such APIs are issued, even if such cash is received by the Partnership after the last day of such quarter, and (ii) disbursements (including, without limitation, contributions to any Subsidiary the Operating Partnership or disbursements on behalf of any Subsidiarythe Operating Partnership) made or cash reserves established after the end of any calendar quarter as to which APIs were purchased in respect of such quarter in accordance with the Distribution Support Agreement shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines; provided, that the aggregate amount of such disbursements made or cash reserves established which are so determined as being made within such quarter shall not exceed the aggregate dollar amount of APIs purchased in respect of such quarter. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4.all

Requirement and Characterization of Distributions. Distributions to Record Holders. ----------------------------------- (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions Quarter shall, subject to Section 17-607 of Available Cash the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners shall be made as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 6.4 equals the Operating Surplus from the Closing Date through the close of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 6.5, be deemed to be Cash from Interim "Capital TransactionsSurplus." All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act. (b) Notwithstanding the definitions of Available Cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter shall be deemed to have been made or established, for purposes of determining Available Cash and Cash from Operations, within such quarter if the General Partner so determines. Notwithstanding the foregoingSection 6.3(a), in the event of the dissolution and liquidation of the Partnership, all proceeds receipts received during or after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of such liquidation the definition of Available Cash, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Sections 14.3 Section 12.4. (c) The General Partner shall have the discretion to treat taxes paid by the Partnership on behalf of, or amounts 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 14.4satisfaction of the Partnership's 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.

Requirement and Characterization of Distributions. (a) Within 45 days following the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter, an amount equal to 100% of Available Cash cash with respect to such calendar quarter. Distributions of Available Cash Quarter shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations until the sum of all amounts of Available Cash cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations generated by the Partnership since the Initial Closing Date through the close of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 5.5, be deemed to be Cash from Interim Capital Transactions. (b) Notwithstanding the definitions of Available Cash cash and Cash from Operations contained herein, disbursements (including, without limitation, contributions to any Subsidiary the Operating Partnership or disbursements on behalf of any Subsidiarythe Operating Partnership) made or cash reserves established established, increased or reduced after the end of any calendar quarter Quarter but on or before the date on which the Partnership makes its distribution of Available cash in respect of such Quarter as required by Section 5.3(a) shall be deemed to have been made or made, established, increased or reduced for purposes of determining Available Cash cash and Cash from Operations, within such quarter Quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and 14.4. (c) The distribution requirements under the first sentence of Section 5.3(a) shall be suspended beginning on the date the Partnership distributes the $356,000,000th dollar to Class B Units (but only if such distribution occurs prior to the fifth anniversary of the Effective Date) and shall end on the earlier of (x) 183 days following the date the Partnership distributes the $356,000,000th dollar to Class B Units and (y) the fifth anniversary of the Effective Date (such period, the “Suspension Period”). During the Suspension Period, any Available cash that would otherwise be required to be distributed under the first sentence of Section 5.3(a) may be (i) set aside or reserved by the Partnership, (ii) contributed to Ferrellgas Partners Finance Corp. (which shall be required to either set aside or reserve such funds and shall only be permitted to return such amounts to the Partnership for application in accordance with this paragraph at the end of the Suspension Period), (iii) used to redeem the Class B Units in accordance with Section 4.2 or (iv) distributed in the ordinary course in accordance with Section 5.3, Section 5.4, Section 5.5 and Section 5.6, in each case, at the Partnership’s sole discretion; provided, further, however, that upon expiration of the Suspension Period, the Partnership shall either (A) elect to convert the Class B Units into Class A Units in accordance with Section 4.2(i)(i) (including by distributing sufficient additional funds to meet the thresholds for conversion required in this Agreement), in which case any other amounts set aside, reserved or contributed in accordance with the foregoing clauses (i) or (ii) shall be immediately contributed to the Operating Partnership or distributed to the Unitholders (including the holders of those Class A Units converted from Class B Units, which shall occur prior to such distribution), pro rata or (B) apply any amounts set aside, reserved or contributed in accordance with the foregoing clauses (i) or (ii) to (x) redeem the Class B Units in accordance with Section 4.2 or (y) make distributions of Available cash in the ordinary course in accordance with Section 5.3, Section 5.4, Section 5.5 and Section 5.6.

Requirement and Characterization of Distributions. (a) Within 45 days following after each Quarter beginning with the end of each calendar quarter the Partnership shall distribute to the Partners and retain for reinvestment in its business in accordance with this Article VQuarter ending December 31, 2008, an amount equal to 100% of Available Cash with respect to such calendar quarter. Distributions of Available Cash period or Quarter shall be distributed in accordance with this Article V by the Partnership to the Partners shall be made Partners, as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed and retained by the Partnership on any date from any source shall be deemed to be Cash from Operations Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 5.4 equals the Operating Surplus from the Effective Date through the close of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and Section 5.5 and retained by the Partnership pursuant to Section 5.5 equals the aggregate amount of all Cash from Operations of the Partnership from the Partnership Inception through the end of the calendar quarter immediately preceding such distribution and retentionQuarter. Any remaining amounts of Available Cash distributed and retained by the Partnership on such date shall shall, except as otherwise provided in Section 5.5, be deemed to be Cash from Interim Capital TransactionsSurplus. (b) Notwithstanding the definitions of Available Cash and Cash from Operations Operating Surplus contained herein, disbursements (including, without limitation, contributions to any Subsidiary or disbursements on behalf of any Subsidiary) made or cash reserves established after the end of any calendar quarter Quarter but on or before the date on which the Partnership makes its distribution of Available Cash in respect of such Quarter pursuant to Section 5.3(a) shall be deemed to have been made or made, established, increased or reduced for purposes of determining Available Cash and Cash from OperationsOperating Surplus, within such quarter Quarter if the General Partner so determines. Notwithstanding the foregoing, in the event of the dissolution and liquidation of the Partnership, all proceeds of such liquidation shall be applied and distributed in accordance with, and subject to the terms and conditions of, Sections 14.3 and Section 14.4. (c) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such Partners.