Common use of Distribution of Net Proceeds of Sale or Refinancing A Clause in Contracts

Distribution of Net Proceeds of Sale or Refinancing A. Upon a Refinancing and upon a Sale that does not constitute a Sale of all or substantially all of the Facilities or Operating Partnership Interests, Net Proceeds from a Refinancing or Net Proceeds from a Sale, as the case may be, shall be distributed, credited and applied in the following order of priority: (i) First, to the Investors until each Investor has received an amount equal to his unpaid Preferred Return, if any, and then his Adjusted Capital Balance. (ii) Second, to repay accrued and unpaid interest under the Cash Flow Deficit Guaranty Agreement and the Deferred Management Fee Loans. (iii) Third, to repay any outstanding principal under the Cash Flow Deficit Guaranty Agreement and the Deferred Management Fee Loans. (iv) Fourth, any remaining Net Proceeds of Sale or Refinancing shall be distributed 80.816% to the Investors 14.143% to the Development General Partner, 4.041% to Realty Associates 1988 Limited Partnership, .5% to the Development General Partner and .5% to the Administrative General Partner. B. Upon the Sale of all or substantially all of the Facilities or Operating Partnership Interests, Net Proceeds from such Sale, if any, shall be distributed, credited and applied in the following order of priority: (i) First, to repay accrued and unpaid interest under the Cash Flow Deficit Guaranty Agreement and the Deferred Management Fee Loans. (ii) Second, to repay any outstanding principal under the Cash Flow Deficit Guaranty Agreement and the Deferred Management Fee Loans. (iii) Third, to the Partners and Investors, in proportion to their positive Capital Accounts, after the allocation of Profit and Loss pursuant to Sections 0.xX and 4.1B, until all such Capital Accounts have been reduced to zero.