Common use of Distribution of Proceeds from Sale and Liquidation of Partnership Property Clause in Contracts

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and the Second Mortgage Loan and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner under this Agreement; (b) to the setting up of any reserves which the Liquidator (or the General Partner if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii), 8.09(b) or 8.17(a); 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: (i) any accrued and unpaid Asset Management Fees, (ii) Credit Recovery Loans to the Investment Partnership, (iii) Subordinated Loans to the General Partner, and (iv) any other such debts and liabilities. (d) to the Investment Partnership in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made to the Investment Partnership pursuant to this Section 11.04: (e) to the General Partner in the total amount of its Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made to it pursuant to this Section 11.04; (f) the balance of such remaining sum, fifty per cent (50%) thereof to the General Partner, and fifty per cent (50%) thereof to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership or refinancing of the Apartment Complex Mortgage Loan and/or the Second Mortgage Loan and/or the Third Mortgage Loan or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan, the Second Mortgage Loan and the Second Third Mortgage Loan Loan, and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner Partners under this Agreement; ; (b) to the setting up of any reserves which the Liquidator (or the General Partner Partners if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; ; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii5.01(d) (iii), 8.09(b), 8.10(c) or 8.17(a)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: (i) any accrued and unpaid Asset Management Fees, (ii) Credit Recovery Loans to the Investment Partnership, (iiiii) Subordinated Operating Deficit Loans to the General PartnerPartners, (iii) any accrued and unpaid Reporting Fees, and (iv) any other such debts and liabilities.; (d) to the payment of the Sales Preparation Fee; (e) to the Investment Partnership in an amount equal to the its Invested Amount, reduced (but not below zero) by all cash distributions previously made distributed to the Investment Partnership pursuant to this Section 11.04: 11.04(e) or Section 11.04(g); (ef) to the General Partner Partners in the total amount of its their Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made distributed to it them pursuant to this Section 11.0411.04(f) or Section 11.04(g); and (fg) the balance of such remaining sum, fifty per cent (50%) thereof to the General PartnerHSAI, and fifty per cent (50%) thereof to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and the Second Mortgage Loan and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner Partners under this Agreement; ; (b) to the setting up of any reserves which the Liquidator (or the General Partner Partners if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; ; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership partnership for Partnership partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii5.01(d) (iii), 8.09(b) or 8.17(a); 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: (i) any accrued and unpaid Asset Management Fees, (ii) Credit Recovery Loans to the Investment Partnership, (iii) Subordinated Loans to the General PartnerPartners, and (iv) any other such debts and liabilities. (d) to the General Partners in an aggregate amount equal to five per cent (5%) of the proceeds remaining after the payments provided for in Sections 11.04(a), 11.04(b) and 11.04(c) above (the “Remaining Proceeds”); (e) to the Investment Partnership in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made to the Investment Partnership partnership pursuant to this Section 11.04: : (ef) to the General Partner Partners in the total amount of its their Capital Contributions paid to or on behalf of the Partnershippartnership, reduced by all cash distributions previously made to it them pursuant to this Section 11.04; , including any distribution of Remaining Proceeds made to them pursuant to Section 11.04(d) above; (fg) to the balance of such remaining sum, General Partners in an aggregate amount equal to fifty per cent (50%) thereof of the funds then remaining, reduced by such amount, if any, by which the aggregate amounts distributed to the General Partner, Partners pursuant to Sections 11.04(d) and fifty per cent 11.04(f) above exceed the amounts which would have been distributable to the General Partners pursuant to Section 11.04(f) above assuming that the amount distributable to the General Partners pursuant to Section 11.04(d) above were to be zero; and (50%h) thereof all remaining funds to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership Partner- ship or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) : to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and the Second Mortgage Loan Loan, and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner and/or its Affiliate(s) under this Agreement; (b) to the setting up of any reserves which the Liquidator (or the General Partner if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii), 8.09(b) or 8.17(a)8.17; 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: (i) the Asset Management Fee currently due, if any, together with any accrued and unpaid Asset Management Fees, (ii) Credit Recovery Loans to the Investment Partnership, (iii) Subordinated Operating Deficit Loans to the General Partner, and (iv) any other such debts and liabilities. (d) ; to the Investment Partnership in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made distributed to the Investment Partnership pursuant to this Section 11.04: (e) ; to the General Partner in the total amount of its Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made distributed to it them pursuant to this Section 11.04; (f) and the balance of such remaining sum, fifty per cent (50%) thereof to the General Partner, and fifty per cent (50%) thereof to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership partnership or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and the Second Mortgage Loan and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner Partners under this Agreement; ; (b) to the setting up of any reserves which the Liquidator (or the General Partner Partners if the distribution is not pursuant to the liquidation of the Partnershippartnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; ; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii5.01 (d) (iii), 8.09(b8.09 (b) or 8.17(a8.17 (a); 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: (i) any accrued and unpaid Asset Management Fees, (ii) Credit Recovery Loans to the Investment Partnership, (iii) Subordinated Loans to the General PartnerPartners, and (iv) any other such debts and liabilities. (d) to the General Partners in an aggregate amount equal to five per cent (5%) of the proceeds remaining after the payments provided for in Sections 11.04(a), 11.04(b) and 11.04(c) above (the “Remaining Proceeds”); (e) to the Investment Partnership in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made to the Investment Partnership pursuant to this Section 11.04: : (ef) to the General Partner Partners in the total amount of its their Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made to it them pursuant to this Section 11.04; , including any distribution of Remaining Proceeds made to them pursuant to Section 11.04(d) above; (fg) to the balance of such remaining sum, General Partners in an aggregate amount equal to fifty per cent (50%) thereof of the funds then remaining, reduced by such amount, if any, by which the aggregate amounts distributed to the General Partner, Partners pursuant to Sections 11.04(d) and fifty per cent 11.04(f) above exceed the amounts which would have been distributable to the General Partners pursuant to Section 11.04(f) above assuming that the amount distributable to the General Partners pursuant to Section 11.04(d) above were to be zero; and (50%h) thereof all remaining funds to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and the Second Mortgage Loan and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner Partners under this Agreement; ; (b) to the setting up of any reserves which the Liquidator (or the General Partner Partners if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; ; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii5.01(d) (iii), 8.09(b) or 8.17(a)8.17 (a) but excluding any Working Capital Loans; 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: (i) Credit Recovery Loans to the Investment Partnership, (ii) any accrued and unpaid Asset Management Fees, (iiiii) Credit Recovery Loans to the Investment Partnership, (iiiiv) Subordinated Loans to the General PartnerPartners, and (ivv) any other such debts and liabilities.; (d) to the General Partners in an aggregate amount equal to five per cent (5%) of the proceeds remaining after the payments provided for in Sections 11.04(a), 11.04(b) and 11.04(c) above (the “Remaining Proceeds”); (e) to the Investment Partnership in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made to the Investment Partnership pursuant to this Section 11.04: : (ef) to the General Partner Partners in the total amount of its their Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made to it them pursuant to this Section 11.04; , including any distribution of Remaining Proceeds made to them pursuant to Section 11.04(d) above; (fg) to the repayment of any outstanding balance of such remaining sum, the Working Capital Loan; (h) to the General Partners in an aggregate amount equal to fifty per cent (50%) thereof of the funds then remaining, reduced by such amount, if any, by which the aggregate amounts distributed to the General Partner, Partners pursuant to Sections 11.04(d) and fifty per cent 11.04(f) above exceed the amounts which would have been distributable to the General Partners pursuant to Section 11.04(f) above assuming that the amount distributable to the General Partners pursuant to Section 11.40 (50%d) thereof above were to be zero; and (i) all remaining funds to the Investment Partnership.

Distribution of Proceeds from Sale and Liquidation of Partnership Property. Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Partnership assets pursuant to Section 12.02, and the net proceeds resulting from any sale of the property of the Partnership or refinancing of the Apartment Complex or a Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority: (a) to the payment of all matured debts and liabilities of the Partnership (including amounts due pursuant to the First Mortgage Loan and Loan, the Second Mortgage Loan Loan, the Third Loan, and the Fourth Mortgage Loan, and all expenses of the Partnership incident to any such sale or refinancing), excluding (1) debts and liabilities of the Partnership to Partners or any Affiliates, and (2) all unpaid fees owing to the General Partner and/or its Affiliate(s) under this Agreement; ; (b) to the setting up of any reserves which the Liquidator (or the General Partner if the distribution is not pursuant to the liquidation of the Partnership) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; ; (c) to the payment of any debts and liabilities (including unpaid fees) owed to the Partners or any Affiliates by the Partnership for Partnership obligations, including the repayment of any loans made pursuant to Sections 5.01(d)(iii), 8.09(b) or 8.17(a)8.17; 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: (i) the Asset Management Fee currently due, if any, together with any accrued and unpaid Asset Management Fees, (ii) any unpaid portion of the Development Fee pursuant to Section 8.10(a), (iii) Credit Recovery Loans to the Investment Partnership, (iiiiv) Subordinated Operating Deficit Loans to the General Partner, and (ivv) any other such debts and liabilities.; (d) to the Investment Partnership Partnerships in an amount equal to the Invested Amount, reduced (but not below zero) by all cash distributions previously made distributed to the Investment Partnership pursuant to this Section 11.04: ; (e) to the General Partner in the total amount of its Capital Contributions paid to or on behalf of the Partnership, reduced by all cash distributions previously made distributed to it them pursuant to this Section 11.04; and (f) the balance of such remaining sum, fifty per cent (50%) thereof to the General Partner, and fifty per cent (50%) thereof in the aggregate to the Investment PartnershipPartnerships (45% thereof to BCTC IV, and 55% thereof to BCCTC IV).