Common use of Distribution of Cash Flow Clause in Contracts

Distribution of Cash Flow. A. Subject to Lender approval, if required, Cash Flow shall be determined for each fiscal year and shall be applied or distributed at such time or times as the General Partner deems appropriate, but in no event less than once in each fiscal year, in the following order of priority: (a) [Intentionally Omitted] (b) First, to payment to the Developer of the Deferred Development Fee; (c) Second, to repayment of any amounts due with respect to any Tenant Transition Fund Loans made under Section 8.18(b); (d) Third, to payment of the Asset Management Fee currently due; (e) Fourth, to repayment of any amounts due with respect to any Subordinated Loans (including, without limitation, Operating Deficit Loans made under Section 8.09(b)); (f) Fifth to payment of the Partnership Incentive Management Fee currently due; (g) [Intentionally Omitted] (h) Sixth, to discretionary payments on the Preservation Loan; (i) Seventh, to pay any accrued but unpaid Asset Management Fees; and (j) Any balance, 70.1% to the General Partner and 20% to the Investment Partnership, and 9.9% to the Class A Limited Partner. Section 11.04. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings. A. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings (other than liquidating distributions pursuant to Section 12.02) shall be distributed in the following order of priority: (a) First, to the payment of any debts and liabilities (including unpaid fees but excluding any debts, liabilities and/or fees owed to any Partners) and to the establishment of any required reserves; (b) [Intentionally Omitted] (c) Second, to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership forPartnership obligations, including the repayment of any Credit Recovery Loans made pursuant to Section 5.01(d)(iii), any Operating Deficit Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans made pursuant to Section 8.18(b) and the funding of reserves under Section 8.18; provided, however, that the foregoing debts and liabilities owed to Partners and their Affiliates shall be paid or repaid, as applicable, in the following order of priority if and to the extent applicable: (1) The Asset Management Fees currently due, if any, together with any accrued and unpaid Asset Management Fees; (2) The repayment of the Investment Partnership of any Reduction Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together with any accrued or unpaid interest; (3) The Partnership Incentive Management Fee currently due; (4) The Deferred Development Fee, if any; (5) Subordinated Loans to the General Partner; and (6) Any other such debts and liabilities; provided, however, that all such other debts and liabilities owed to the Investment Partnership shall be paid prior to any such debts and liabilities owed to the General Partner; (d) then to the Investment Partnership in an amount equal to its paid in Capital Contribution; (e) then to the General Partner in an amount equal to its Invested Amount; (f) the balance, if any, 65.1% to the General Partner, 9.9% to the Class A Limited Partner and 25% to the Investment Partnership. B. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings shall be distributed within 90 days after the end of the fiscal quarter in which such CapitalTransaction or Refinancing occurs. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings to the Partners shall be made only after Capital Accounts have been adjusted to reflect all previous allocations of Taxable Income and Tax losses to the Partners, for distributions of Cash Flow, and for any other distributions of Distributable Proceeds form Capital Transactions or Distributable Proceeds from Refinancings. Section 11.05.

Distribution of Cash Flow. A. Subject to Lender approvalthe terms of the Project Documents, if required, any Cash Flow generated in or with respect to any Fiscal Year shall be determined for distributed or applied from time to time as required within 90 days after the end of each fiscal year and shall be applied or distributed at such time or times as the General Partner deems appropriate, but in no event less than once in each fiscal year, Fiscal Year in the following order of priority: (a) [Intentionally Omitted] (b) First, to payment to pay the Developer of the Deferred Development FeeInvestment Servicing Fee for such Fiscal Year and any unpaid Investment Servicing Fee accrued from prior Fiscal Years; (c) Second, to pay any unpaid Excess Adjustment; Third, to the repayment of any unpaid Investor Limited Partner Loans, together with all interest on such Investor Limited Partner Loans, and any unpaid Voluntary General Partner Loans, together with all interest on such Voluntary General Partner Loans, such amounts due to be paid on a pari passu, pro rata basis based on the outstanding amounts of such loans; Fourth, to pay accrued interest on the Subordinated Partner Loans, such amounts to be paid on a pari passu, pro rata basis based on the outstanding amounts of such loans; Fifth, The next $100,000 of Cash Flow generated in or with respect to any Tenant Transition Fund Loans made under Section 8.18(b); (d) Third, to payment of the Asset Management Fee currently due; (e) Fourth, Fiscal Year shall be applied to repayment of any the Subordinate Partner Loan(s) until such time as an aggregate amount equal to $498,000.00 shall be applied to such loan(s) under the provisions of this clause FIFTH; PROVIDED, HOWEVER, in the event the General Partner is required to make a Subordinated Partner Loan as provided in Section 5.14, then amounts due with respect applied in repayment to any Subordinated Subordinate Partner Loans (including, without limitation, Operating Deficit Loans made under Section 8.09(b)); (f) Fifth as provided in this clause FIFTH shall be applied in the ratio of 60% and 40% to payment repayment of the Partnership Incentive Management Fee currently dueInvestor Limited Partner's Subordinate Partner Loan and the General Partner's Subordinate Partner Loan, respectively; (g) [Intentionally Omitted] (h) Sixth, to discretionary payments on the Preservation Loan; (i) Seventh, to pay any accrued but unpaid Asset Management FeesOperating Deficit Loans; and (j) Any balance, 70.1% to the General Partner and 20% to the Investment Partnership, and 9.9% to the Class A Limited Partner. Section 11.04. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings. A. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings (other than liquidating distributions pursuant to Section 12.02) shall be distributed in the following order of priority: (a) FirstSeventh, to the payment of any debts outstanding Excess Adjustment Loans, with payments to be applied first to accrued but unpaid interest, and liabilities (including then to principal; Eighth, so long as any portion of the Development Fee remains unpaid, 85% of the balance of Cash Flow shall be applied to payment of the unpaid fees but excluding any debtsportion of the Development Fee, liabilities and/or fees owed and the remaining 15% of such balance shall be distributed as follows: 1% to any Partners) General Partner, 98.99% to Investor Limited Partner, and 0.01% to Special Limited Partner; Ninth, after payment in full of the establishment Development Fee, if no Debt Service Coverage Loan has theretofore been made, then 70% of any required reserves; (b) [Intentionally Omitted] (c) Second, the balance of Cash Flow shall be applied to the payment of any debts the Incentive Partnership Management Fee and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership forPartnership obligations, including the repayment 30% of any Credit Recovery Loans made pursuant to Section 5.01(d)(iii), any Operating Deficit Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans made pursuant to Section 8.18(b) and the funding of reserves under Section 8.18; provided, however, that the foregoing debts and liabilities owed to Partners and their Affiliates such balance shall be paid or repaiddistributed as follows: 1% to General Partner, as applicable98.99% to Investor Limited Partner, and 0.01% to Special Limited Partner; and Tenth, after payment in the following order of priority if and to the extent applicable: (1) The Asset Management Fees currently due, if any, together with any accrued and unpaid Asset Management Fees; (2) The repayment full of the Investment Partnership of any Reduction Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together with any accrued or unpaid interest; (3) The Partnership Incentive Management Fee currently due; (4) The Deferred Development Fee, if any; (5) Subordinated Loans a Debt Service Coverage Loan has theretofore been made, then 21% of the balance of Cash Flow shall be applied to the General Partner; and (6) Any other payment of the Incentive Partnership Management Fee, 49% of such debts and liabilities; provided, however, that all such other debts and liabilities owed balance shall be distributed to the Investment Partnership Investor Limited Partner, and the remaining 30% of such balance shall be paid prior to any such debts and liabilities owed to the General Partner; (d) then to the Investment Partnership in an amount equal to its paid in Capital Contribution; (e) then to the General Partner in an amount equal to its Invested Amount; (f) the balance, if any, 65.1distributed as follows: 1% to the General Partner, 9.998.99% to the Class A Investor Limited Partner Partner, and 250.01% to the Investment Partnership. B. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings shall be distributed within 90 days after the end of the fiscal quarter in which such CapitalTransaction or Refinancing occurs. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings to the Partners shall be made only after Capital Accounts have been adjusted to reflect all previous allocations of Taxable Income and Tax losses to the Partners, for distributions of Cash Flow, and for any other distributions of Distributable Proceeds form Capital Transactions or Distributable Proceeds from Refinancings. Section 11.05Special Limited Partner.

Distribution of Cash Flow. A. Subject to Lender approval, if required, Cash Flow shall be determined for each fiscal year and shall be applied or distributed at such time or times as the General Partner deems deem appropriate, but in no event less than once in each fiscal year, in the following order of priority: (a) [Intentionally Omitted] First, to payment of the Asset Management Fee currently due, together with any accrued but unpaid Asset Management Fees; (b) FirstSecond, to increase the Operating Deficit Reserve, and to replace any withdrawals therefrom, so that the minimum balance of said Operating Deficit Reserve reaches $990,000 by the last day of the period ending ten years after the issuance of the Certificate of Occupancy, and in any event is maintained at no less than $100,000 after said ten year period, or is released pursuant to Section 8.18(b); (c) Third, to payment to the Developer of the Deferred Development Fee; (c) Second, to repayment of any amounts due with respect to any Tenant Transition Fund Loans made under Section 8.18(b); (d) Third, to payment of the Asset Management Fee currently due; (e) Fourth, to repayment of any amounts due with respect to any Subordinated Subordinate Loans (including, including without limitation, Operating Deficit Loans made under Section 8.09(b)); (fe) Fifth Fifth, to payment of the Incentive Partnership Incentive Management Fee currently due; (g) [Intentionally Omitted] (h) Sixth, to discretionary payments on the Preservation Loan; (i) Seventh, to pay any accrued but unpaid Asset Management Fees; and (jf) Any balance, 70.1split 80% to the General Partner and 20% to the Investment Partnership, and 9.9% to the Class A Limited Partner. Section 11.04. 11.04 Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings. A. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings (other than liquidating distributions pursuant to Section 12.02) shall be distributed in the following order of priority: (a) First, to the payment of any debts and liabilities (including unpaid fees but excluding any debts, liabilities and/or fees owed to any Partners) and to the establishment of any required reserves; (b) [Intentionally Omitted] (c) Second, to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership forPartnership for Partnership obligations, including the repayment of any Credit Recovery Loans made pursuant to Section 5.01(d)(iii), ) or any Operating Deficit Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans made pursuant to Section 8.18(b) and the funding of reserves under Section 8.18; provided, however, that the foregoing debts and liabilities owed to Partners and their Affiliates shall be paid or repaid, as applicable, in the following order of priority if and to the extent applicable: (1) The Deferred Developer Fee, if any, (2) The Asset Management Fees currently due, if any, together with any accrued and unpaid Asset Management Fees; , if any, (23) The repayment of to the Investment Partnership of any Reduction Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together with any accrued or unpaid interest; (3) The Partnership Incentive Management Fee currently due; (4) The Deferred Development Fee, if any; (5) Subordinated Loans to the General Partner; and (65) Any other such debts and liabilities; provided, however, that all such other debts and liabilities owed to the Investment Partnership shall be paid prior to any such debts and liabilities owed to the General Partner; and (d) then to the Investment Partnership in an amount equal to its paid in Capital Contribution; (e) then to the General Partner in an amount equal to its Invested Amount; (fc) the balance, if any, 65.150% to the General Partner, 9.9% to the Class A Limited Partner and 2550% to the Investment Partnership. B. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings shall be distributed within 90 days after the end of the fiscal quarter in which such CapitalTransaction Capital Transaction or Refinancing occurs. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings to the Partners shall be made only after Capital Accounts have been adjusted to reflect all previous allocations of Taxable Income and Tax losses to the Partners, for distributions of Cash Flow, and for any other distributions of Distributable Proceeds form Capital Transactions or Distributable Proceeds from Refinancings. C. Amounts remaining in the Operating Deficit Reserve at the time of any of the foregoing distributions shall be utilized by the Partnership to reduce any amounts which remain outstanding under the Development Agreement, and if no such amounts remain outstanding, they shall be applied to the payment of obligations and distributions to the Partners in the order set forth in this Section 11.04A. Section 11.05.

Distribution of Cash Flow. A. Subject to Lender approval(a) All cash flow received by the Partnership, if requiredwhether from the Projects, Cash Flow other Partnership activities, Partnership investments or insurance proceeds, shall be determined for utilized as follows: (i) First, to make Reimbursements, as defined herein, in the order provided in Section 4.2(b); (ii) Second, to finance the ongoing activities of the Partnership in accordance with the budget approved by the management Committee and to make payments under any operating contract to the extent approved by the Management Committee; and (iii) Third, the remaining amount to be distributed in equal shares to each fiscal year Partner, such distributions to be made not less than one time in each year. (b) "Reimbursements" shall mean the following: payments to a Party or Parties in accordance with the requirements of this Agreement, which Reimbursements shall be made from cash flow received by the Partnership and shall be applied or distributed at such time or times as the General Partner deems appropriate, but in no event less than once in each fiscal year, made from available cash flow in the following order of priority: (a) [Intentionally Omitted] (bi) First, to payment pay the Development/Credit Enhancement Fee set forth in Article 12 to AEC and to reimburse Incineco for the value of the existing drawings, specifications and studies in accordance with the schedule set forth in Article 9, both to the Developer extent that any such payments have not been paid at the time of the Deferred Development Feeclosing of permanent project financing for each Project; (cii) Second, to repayment of reimburse AEC for any amounts due with respect AEC Development Expenses and Incineco for any Incineco Development Expenses, both to any Tenant Transition Fund Loans made under Section 8.18(b)the extent not yet reimbursed; (diii) Third, to payment reimburse AEC and Incineco for any payments made pursuant to the terms of the Asset Management Fee currently dueGuarantees provided pursuant to Article 11 hereof; and (eiv) Fourth, to repayment reimburse AEC and Incineco for any amounts expended to correct the operating deficiencies of any amounts due with respect to any Subordinated Loans (including, without limitation, Operating Deficit Loans made under Section 8.09(b)); (f) Fifth to payment of the Partnership Incentive Management Fee currently due; (g) [Intentionally Omitted] (h) Sixth, to discretionary payments on the Preservation Loan; (i) Seventh, to pay any accrued but unpaid Asset Management Fees; and (j) Any balance, 70.1% to the General Partner and 20% to the Investment Partnership, and 9.9% to the Class A Limited Partner. Section 11.04. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings. A. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings (other than liquidating distributions pursuant to Section 12.02) shall be distributed Project as set forth in the following order of priority: (a) First, to the payment of any debts and liabilities (including unpaid fees but excluding any debts, liabilities and/or fees owed to any Partners) and to the establishment of any required reserves; (b) [Intentionally Omitted] (c) Second, to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership forPartnership obligations, including the repayment of any Credit Recovery Loans made pursuant to Section 5.01(d)(iii), any Operating Deficit Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans made pursuant to Section 8.18(b) and the funding of reserves under Section 8.18Article 13; provided, however, that if there is not sufficient cash flow available to make full payment to both Parties under any one of these four priority categories, then the foregoing debts and liabilities owed to Partners and their Affiliates available cash flow shall be paid or repaid, as applicable, allocated between the Parties in the following order of same ratio as then exists between the Parties' then outstanding, non-reimbursed expenditures under that priority if and to the extent applicable: (1) The Asset Management Fees currently due, if any, together with any accrued and unpaid Asset Management Fees; (2) The repayment of the Investment Partnership of any Reduction Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together with any accrued or unpaid interest; (3) The Partnership Incentive Management Fee currently due; (4) The Deferred Development Fee, if any; (5) Subordinated Loans to the General Partner; and (6) Any other such debts and liabilities; provided, however, that all such other debts and liabilities owed to the Investment Partnership shall be paid prior to any such debts and liabilities owed to the General Partner; (d) then to the Investment Partnership in an amount equal to its paid in Capital Contribution; (e) then to the General Partner in an amount equal to its Invested Amount; (f) the balance, if any, 65.1% to the General Partner, 9.9% to the Class A Limited Partner and 25% to the Investment Partnership. B. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings shall be distributed within 90 days after the end of the fiscal quarter in which such CapitalTransaction or Refinancing occurs. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings to the Partners shall be made only after Capital Accounts have been adjusted to reflect all previous allocations of Taxable Income and Tax losses to the Partners, for distributions of Cash Flow, and for any other distributions of Distributable Proceeds form Capital Transactions or Distributable Proceeds from Refinancings. Section 11.05category.

Distribution of Cash Flow. A. Subject to Lender approvalthe terms of the Project Documents, if required, any Cash Flow generated in or with respect to any Fiscal Year shall be determined for distributed or applied from time to time as required within 90 days after the end of each fiscal year and shall be applied or distributed at such time or times as the General Partner deems appropriate, but in no event less than once in each fiscal year, Fiscal Year in the following order of priority: (a) [Intentionally Omitted] (b) First, to payment to pay the Developer of the Deferred Development FeeInvestment Servicing Fee for such Fiscal Year and any unpaid Investment Servicing Fee accrued from prior Fiscal Years; (c) Second, to repayment of any amounts due with respect to any Tenant Transition Fund Loans made under Section 8.18(b); (d) Third, to payment of the Asset Management Fee currently due; (e) Fourth, to repayment of any amounts due with respect to any Subordinated Loans (including, without limitation, Operating Deficit Loans made under Section 8.09(b)); (f) Fifth to payment of the Partnership Incentive Management Fee currently due; (g) [Intentionally Omitted] (h) Sixth, to discretionary payments on the Preservation Loan; (i) Seventh, to pay any unpaid Excess Adjustment; Third, to pay accrued but unpaid Asset Management Feesinterest on the Investor Limited Partner Loans and the Voluntary General Partner Loans, such amounts to be paid on a pari passu, pro rata amounts of such Loans; and (j) Any balanceFourth, 70.1% to the repayment of any unpaid Investor Limited Partner Loans and any unpaid Voluntary General Partner and 20% Loans, such amounts to be paid on a pari passu, pro rata basis based on the Investment Partnershipoutstanding amounts of such loans; Fifth, and 9.9% to pay accrued interest on the Class A Limited Partner. Section 11.04. Distributions Subordinated Partner Loans, such amounts to be paid on a pari passu, pro rata basis based on the outstanding amounts of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings. A. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings (other than liquidating distributions pursuant such loans; Sixth, to Section 12.02) shall be distributed in the following order of priority: (a) Firstpay any unpaid Operating Deficit Loans; Seventh, to the payment of any debts outstanding Excess Adjustment Loans, with payments to be applied first to accrued but unpaid interest, and liabilities (including then to principal; Eighth, so long as any portion of the Development Fee remains unpaid, 85% of the balance of Cash Flow shall be applied to payment of the unpaid fees but excluding any debtsportion of the Development Fee, liabilities and/or fees owed and the remaining 15% of such balance shall be distributed as follows: 1% to any Partners) General Partner, 98.99% to Investor Limited Partner, and 0.01% to Special Limited Partner; Ninth, after payment in full of the establishment Development Fee, if no Debt Service Coverage Loan has theretofore been made, then 70% of any required reserves; (b) [Intentionally Omitted] (c) Second, the balance of Cash Flow shall be applied to the payment of any debts the Incentive Partnership Management Fee and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership forPartnership obligations, including the repayment 30% of any Credit Recovery Loans made pursuant to Section 5.01(d)(iii), any Operating Deficit Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans made pursuant to Section 8.18(b) and the funding of reserves under Section 8.18; provided, however, that the foregoing debts and liabilities owed to Partners and their Affiliates such balance shall be paid or repaiddistributed as follows: 1% to General Partner, as applicable98.99% to Investor Limited Partner, and 0.01% to Special Limited Partner; and Tenth, after payment in the following order of priority if and to the extent applicable: (1) The Asset Management Fees currently due, if any, together with any accrued and unpaid Asset Management Fees; (2) The repayment full of the Investment Partnership of any Reduction Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together with any accrued or unpaid interest; (3) The Partnership Incentive Management Fee currently due; (4) The Deferred Development Fee, if any; (5) Subordinated Loans a Debt Service Coverage Loan has theretofore been made, then 21% of the balance of Cash Flow shall be applied to the General Partner; and (6) Any other payment of the Incentive Partnership Management Fee, 49% of such debts and liabilities; provided, however, that all such other debts and liabilities owed balance shall be distributed to the Investment Partnership Investor Limited Partner, and the remaining 30% of such balance shall be paid prior to any such debts and liabilities owed to the General Partner; (d) then to the Investment Partnership in an amount equal to its paid in Capital Contribution; (e) then to the General Partner in an amount equal to its Invested Amount; (f) the balance, if any, 65.1distributed as follows: 1% to the General Partner, 9.998.99% to the Class A Investor Limited Partner Partner, and 250.01% to the Investment Partnership. B. Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings shall be distributed within 90 days after the end of the fiscal quarter in which such CapitalTransaction or Refinancing occurs. Distributions of Distributable Proceeds from Capital Transactions and Distributable Proceeds from Refinancings to the Partners shall be made only after Capital Accounts have been adjusted to reflect all previous allocations of Taxable Income and Tax losses to the Partners, for distributions of Cash Flow, and for any other distributions of Distributable Proceeds form Capital Transactions or Distributable Proceeds from Refinancings. Section 11.05Special Limited Partner.