Common use of Interim Distributions Clause in Contracts

Interim Distributions. (a) On January 5, 2021, the Managing Member caused the Company to make a distribution to the Preferred Equity Member in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on December 31, 2020 (other than to the extent any such balance was invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on December 31, 2020, minus (iii) the aggregate purchase price of all Eligible Assets held or committed to be purchased by the Company as of the close of business on December 31, 2020. (b) On each Excess Equity Distribution Date, the Managing Member shall cause the Company to make a distribution from the Preferred Equity Account in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on the immediately preceding Excess Equity Determination Date (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on such Excess Equity Determination Date, minus (iii) the aggregate purchase price of all Eligible Assets held by the Company as of the close of business on such Excess Equity Determination Date; and in its sole discretion the Managing Member may liquidate to cash any non-cash assets of the Preferred Equity Account for the purpose of making such distribution or may make such distribution entirely or partially from available cash in the Preferred Equity Account; and such distribution shall be transferred to the account or accounts specified in instructions provided or confirmed in writing by the Preferred Equity Member. (c) Promptly after each Excess Equity Determination Date, but not less than two (2) Business Days before the Excess Equity Determination Date unless otherwise agreed by the Managing Member and the Preferred Equity Member, the Managing Member shall notify the Preferred Equity Member in writing of the amount determined pursuant to Section 14(b) above and of the capital contribution of the Preferred Equity Member after giving effect to such distribution. (d) Other than as specified in Sections 13, 14(a), 14(b) or 19, no Member shall be entitled to distributions from the Assets in respect of their Member Interests, it beingunderstood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.

Interim Distributions. (a) On January 58, 2021, the Managing Member caused the Company to make a distribution to the Preferred Equity Member in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on December 31January 8, 2020 2021 (as estimated on January 7, 2021) (other than to the extent any such balance was is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on December 31January 8, 20202021 (as estimated on January 7, 2021), minus (iii) the aggregate purchase price of all Eligible Assets Participations held or committed to be purchased by for which the Company had issued a commitment letter and received a Funding Notice (as defined in the relevant commitment letter) as of the close of business 11:59 p.m. EST on December 31January 6, 20202021. (b) On Subject to clause (d) below, on each Excess Equity Distribution Date, the Managing Member shall cause the Company to make a distribution from the Preferred Equity Account in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on the immediately preceding Excess Equity Determination Date (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on such Excess Equity Determination Date, minus (iii) the aggregate purchase price balance of all Eligible Assets held by outstanding Loans (as defined in the Company Credit Agreement) as of the close of business on such Excess Equity Determination Date; and in its sole discretion the Managing Member may liquidate to cash any non-cash assets of the Preferred Equity Account for the purpose of making such distribution or may make such distribution entirely or partially from available cash in the Preferred Equity Account; and such distribution shall be transferred to the account or accounts specified in instructions provided or confirmed in writing by the Preferred Equity Member. (c) Promptly after each Excess Equity Determination Date, but not less than two (2) Business Days before the Excess Equity Determination Distribution Date unless otherwise agreed by the Managing Member and the Preferred Equity Member, the Managing Member shall notify the Preferred Equity Member in writing of the amount determined pursuant to Section 14(b) above and of the capital contribution of the Preferred Equity Member after giving effect to such distribution. (d) Notwithstanding anything to the contrary herein, the Company shall not be required to make any further interim distributions in the event that the sum of (i) 100% of the balance of the Preferred Equity Account (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account is $1,000,000,000 (One Billion Dollars) or less. (e) Other than as specified in Sections 13, 14(a), 14(b) or 19, no Member shall be entitled to distributions from the Assets in respect of their Member Interests, it beingunderstood being understood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBNY FRBB contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.

Interim Distributions. Notwithstanding anything to the contrary contained herein, amounts on deposit in the Collection Accounts (aregardless of whether such amounts are Interest Proceeds or Principal Proceeds) On January 5, 2021, may be distributed at the Managing Member caused request of the Company to make a Borrower for distribution to the Preferred Equity Member in Holder as an amount equal to the sum of Equity Distribution (iincluding a Permitted RIC Distribution) 100% of the balance of the Preferred Equity Account as of the close of business on December 31, 2020 each Monthly Interim Payment Date if: (other than to the extent any such balance was invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on December 31, 2020, minus (iii1) the aggregate purchase price of all Eligible Assets held or committed to be purchased by the Company as of the close of business on December 31, 2020. (b) On each Excess Equity Distribution Date, the Managing Member shall cause the Company to make a distribution from the Preferred Equity Account in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on the immediately preceding Excess Equity Determination Date (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on such Excess Equity Determination Date, minus (iii) the aggregate purchase price of all Eligible Assets held by the Company as of the close of business on such Excess Equity Determination Date; and in its sole discretion the Managing Member may liquidate to cash any non-cash assets of the Preferred Equity Account for the purpose of making such distribution or may make such distribution entirely or partially from available cash in the Preferred Equity Account; and such distribution shall be transferred to the account or accounts specified in instructions provided or confirmed in writing by the Preferred Equity Member. (c) Promptly after each Excess Equity Determination Date, but Borrower has given not less than two three Business Days prior written notice thereof to the Collateral Agent and the Administrative Agent (which written notice the Administrative Agent will promptly transmit by electronic means to each applicable Lender), specifying in such notice the proposed date of such distribution and the amount thereof; (2) Business Days before in the Excess Equity Determination Date unless otherwise agreed by the Managing Member and the Preferred Equity Membercase of Interest Proceeds, the Managing Member shall notify the Preferred Equity Member Borrower certifies in writing of the amount determined pursuant to Section 14(b) above and of the capital contribution of the Preferred Equity Member such notice that, after giving effect to such distribution.distribution and all prior distributions pursuant to this Section 7(e)(2) since the immediately preceding Payment Date (or, the Closing Date, if no Payment Date has yet occurred), the Interest Proceeds remaining in the Interest Collection Account will be equal to or exceed the aggregate amounts necessary to pay all amounts payable pursuant to subclauses (1) through (12) in the Interest Priority of Payments (or in the case of a Permitted RIC Distribution, subclauses (1) through (8) on the immediately succeeding Payment Date); (d3) Other than as specified in Sections 13the case of Principal Proceeds, 14(athe Borrower certifies in such notice that, after giving effect to such distribution and all prior distributions pursuant to this Section 7(e)(3) since the immediately preceding Payment Date (or, the Closing Date, if no Payment Date has yet occurred), 14(bthe Principal Proceeds remaining in the Principal Collection Account will be equal to or exceed the aggregate amounts necessary to pay all amounts payable pursuant to subclauses (1) or 19, no Member through (8) in the Principal Priority of Payments on the immediately succeeding Payment Date; and (4) the Equity Distribution Test shall be entitled satisfied after giving effect to distributions from the Assets in respect of their Member Interests, it beingunderstood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interestsuch Equity Distribution.

Interim Distributions. (a) On January 5, 2021, the Managing Member caused the Company to make a distribution to the Preferred Equity Member in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business ofbusiness on December 31, 2020 (other than to the extent any such balance was invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on December 31, 2020, minus (iii) the aggregate purchase price principal amount of all Eligible Assets held MLSA Loans outstanding or committed to be purchased funded by the Company as Companyas of the close of business on December 31, 2020. (b) On each Excess Equity Distribution Date, the Managing Member shall cause the Company to make a distribution from the Preferred Equity Account in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on the immediately preceding Excess Equity Determination Date (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on such Excess Equity Determination Date, minus (iii) the aggregate purchase price principal amount of all Eligible Assets held by the Company MLSA Loans outstanding as of the close of business on such Excess Equity Determination Date; and in its sole discretion the Managing Member may liquidate to cash any non-cash assets of the Preferred Equity Account for the purpose of making such distribution or may make such distribution entirely or partially from available cash in the Preferred Equity Account; and such distribution shall be transferred to the account or accounts specified in instructions provided or confirmed in writing by the Preferred Equity Member. (c) Promptly after each Excess Equity Determination Date, but not less than two (2) Business Days before the Excess Equity Determination Date unless otherwise agreed by the Managing Member and the Preferred Equity Member, the Managing Member shall notify the Preferred Equity Member in writing of the amount determined pursuant to Section 14(bSection14(b) above and of the capital contribution of the Preferred Equity Member after giving effect to such distribution. (d) Other than as specified in Sections 13, 14(a), 14(b) or 19, no Member shall be entitled to distributions from the Assets in respect of their Member Interests, it beingunderstood that being understoodthat payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit theCredit Agreement and other payments to FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.

Interim Distributions. (a) On January 5, 2021, the Managing Member caused the Company to make a distribution to the Preferred Equity Member in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on December 31, 2020 (other than to the extent any such balance was invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on December 31, 2020, minus (iii) the aggregate purchase price principal amount of all Eligible Assets held MLSA Loans outstanding or committed to be purchased funded by the Company as of the close of business on December 31, 2020. (b) On each Excess Equity Distribution Date, the Managing Member shall cause the Company to make a distribution from the Preferred Equity Account in an amount equal to the sum of (i) 100% of the balance of the Preferred Equity Account as of the close of business on the immediately preceding Excess Equity Determination Date (other than to the extent any such balance is invested in the Non-Marketable Security Account), plus (ii) 100% of the balance of the Non-Marketable Security Account as of the close of business on such Excess Equity Determination Date, minus (iii) the aggregate purchase price principal amount of all Eligible Assets held by the Company MLSA Loans outstanding as of the close of business on such Excess Equity Determination Date; and in its sole discretion the Managing Member may liquidate to cash any non-cash assets of the Preferred Equity Account for the purpose of making such distribution or may make such distribution entirely or partially from available cash in the Preferred Equity Account; and such distribution shall be transferred to the account or accounts specified in instructions provided or confirmed in writing by the Preferred Equity Member. (c) Promptly after each Excess Equity Determination Date, but not less than two (2) Business Days before the Excess Equity Determination Date unless otherwise agreed by the Managing Member and the Preferred Equity Member, the Managing Member shall notify the Preferred Equity Member in writing of the amount determined pursuant to Section 14(b) above and of the capital contribution of the Preferred Equity Member after giving effect to such distribution. (d) Other than as specified in Sections 13, 14(a), 14(b) or 19, no Member shall be entitled to distributions from the Assets in respect of their Member Interests, it beingunderstood being understood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.