Distributions between partners. 1. Distributions of Cash Available for Distribution. All Cash Available for Distribution of the Partnership shall be distributed as follows: (a) first, 99% to the Limited Partners and 1% to the General Partners until Payback; and (b) second, 80% to the Limited Partners and 20% to the General Partners. 2. Distributions of Available Sale Proceeds. In the case of a Sale or other disposition, Available Sale Proceeds of the Partnership shall be applied and distributed after appropriate adjustment to the Capital Accounts to reflect Net Gains on Sale or Net Losses on Sale, Net Profits or Net Losses and allocations of other items of income, gain, loss or deduction as provided in Section _________, as follows: (a) first, to pay all creditors of the Partnership in satisfaction of Partnership debts and expenses, including debts owed to the General Partners as creditors of the Partnership; (b) second, to establish reserves for contingencies and unforeseen obligations of the Partnership which the General Partners reasonably deem necessary; and (c) third, to the Partners, in proportion to their positive Capital Account balances. If after the above distribution is made there exists a deficit balance in the Capital Account of a General Partner, and the distribution is in liquidation of the Partnership pursuant to Section _________ of this Agreement, then the General Partner shall be obligated to restore the amount of the deficit to the Partnership before the end of the Partnership's taxable year or within 90 days following the liquidation of the Partnership or the liquidation of the General Partner's Interest in the Partnership, whichever is later. The cash restored to the Partnership shall be distributed in accordance with the provisions of this Subsection. 3. The General Partner is required to make Cash Distributions to the Partners of Cash Available for Distributions, Interest Income and Available Sale Proceeds within 60 days after the end of each calendar quarter to those Persons who were Partners as of the last day of the calendar quarter commencing with the quarter ending no later than June 30, 19__ and, with respect to Available Sale Proceeds, as soon as practicable. 4. Cash Distributions to General Partners. All distributions to the General Partners of Cash Available for Distribution shall be made to the Administrative General Partner until Payback is attained, and then equally between the Administrative General Partner and the Managing General Partner. 5. Apportionment of Allocations and Distributions Among the Limited Partners. Except as otherwise provided in this Agreement, allocations and distributions shall be apportioned among the Limited Partners as follows: Except as otherwise specifically stated all allocations and distributions to be made to the Limited Partners pursuant to Section _________ shall be apportioned among the Limited Partners pro rata in the proportion that each Limited Partner's Capital Contribution bears to the aggregate Limited Partners' Capital Contributions, except that the distributions made pursuant to Subsection 1(a) shall be allocated to each Limited Partner taking into account the date of admission of the Limited Partner (or the predecessor owner of his or her Interest).