Facility of Distribution If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
Priority of Distributions On each Distribution Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below:
(a) to the Servicer, the Primary Servicing Fee due on that Distribution Date;
(b) to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees;
(c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount;
(d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount;
(e) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance;
(f) to the Class A Noteholders, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amount;
(g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount;
(h) to the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) below;
(i) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any;
(j) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, to the Class B Noteholders until the Outstanding Amount of the Class B Notes is paid in full and reduced to zero, as set forth in Section 2.8 above; provided that the amount of such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments in respect of principal of the Class A Notes and the Class B Notes to be made on such Distribution Date; and
(k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:
Requirement and Characterization of Distributions; Distributions to Record Holders (a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2005, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act.
(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 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 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.
Payment of Distributions Subject to the preferential rights of Holders of any class or series of Partnership Interests of the Partnership now or hereafter issued and outstanding, ranking senior to the Series B Preferred Units with respect to the payment of distributions, pursuant to Section 5.1, the General Partner, as holder of the Series B Preferred Units, shall be entitled to receive, when, as and if authorized by the General Partner, out of Available Cash, cumulative cash distributions in an amount equal to the aggregate Series B Priority Return attributable to such Series B Preferred Units in accordance with this Article 19. Such distributions shall accrue and be cumulative from and including the first date on which any Series B Preferred Units are issued or, if later, the most recent Series B Preferred Unit Distribution Payment Date (as defined below) to which distributions have been paid in full (or declared and the corresponding Series B Distribution Record Date has passed), and shall be payable (i) quarterly in arrears, on the last calendar day of March, June, September and December, of each year commencing on or about March 30, 2018, and, (ii), in the event of a redemption of Series B Preferred Units, on the redemption date (each a “Series B Preferred Unit Distribution Payment Date”); provided, however, if any Series B Preferred Unit Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Series B Preferred Unit Distribution Payment Date may be paid, at the General Partner’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Series B Preferred Unit Distribution Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Series B Preferred Unit Distribution Payment Date to such next succeeding Business Day.
Taxation of Distributions The taxation of ▇▇▇▇ ▇▇▇ distributions depends on whether the distribution is a qualified distribution or a nonqualified distribution.
