Common use of Interim Distributions Clause in Contracts

Interim Distributions. (a) On January 8, 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 January 8, 2021 (as estimated on January 7, 2021) (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 January 8, 2021 (as estimated on January 7, 2021), minus (iii) the aggregate purchase price of all Participations held or for which the Company had issued a commitment letter and received a Funding Notice (as defined in the relevant commitment letter) as of 11:59 p.m. EST on January 6, 2021. (b) 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 balance of outstanding Loans (as defined in the 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 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 being understood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to 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 8, 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 January 8, 2021 each Monthly Interim Payment Date if: (as estimated on January 7, 2021) (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 January 8, 2021 (as estimated on January 7, 2021), minus (iii1) the aggregate purchase price of all Participations held or for which the Company had issued a commitment letter and received a Funding Notice (as defined in the relevant commitment letter) as of 11:59 p.m. EST on January 6, 2021. (b) 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 balance of outstanding Loans (as defined in the 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 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 Distribution 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) Notwithstanding anything to in the contrary hereincase of Principal Proceeds, the Company shall not be required Borrower certifies in such notice that, after giving effect to make any further interim 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), the Principal Proceeds remaining in the event that Principal Collection Account will be equal to or exceed the sum of aggregate amounts necessary to pay all amounts payable pursuant to subclauses (i1) 100% of the balance of the Preferred Equity Account through (other than to the extent any such balance is invested 8) in the Non-Marketable Security Account), plus (ii) 100% Principal Priority of Payments on the balance of the Non-Marketable Security Account is $1,000,000,000 (One Billion Dollars) or less.immediately succeeding Payment Date; and (e4) Other than as specified in Sections 13, 14(a), 14(b) or 19, no Member the Equity Distribution Test shall be entitled satisfied after giving effect to distributions from the Assets in respect of their Member Interests, it being understood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBB contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interestsuch Equity Distribution.

Interim Distributions. (a) On January 85, 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 January 8December 31, 2021 (as estimated on January 7, 2021) 2020 (other than to the extent any such balance is 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 January 8December 31, 2021 (as estimated on January 7, 2021)2020, minus (iii) the aggregate purchase price of all Participations Eligible Assets held or for which committed to be purchased by the Company had issued a commitment letter and received a Funding Notice (as defined in the relevant commitment letter) as of 11:59 p.m. EST the close of business on January 6December 31, 20212020. (b) Subject to clause (d) below, on 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 balance purchase price of outstanding Loans (as defined in all Eligible Assets held by the Credit Agreement) 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 Distribution 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) 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 being understood beingunderstood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBB FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.

Interim Distributions. (a) On January 85, 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 January 8December 31, 2021 (as estimated on January 7, 2021) 2020 (other than to the extent any such balance is 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 January 8December 31, 2021 (as estimated on January 7, 2021)2020, minus (iii) the aggregate purchase price principal amount of all Participations held MLSA Loans outstanding or for which committed to be funded by the Company had issued a commitment letter and received a Funding Notice (as defined in Companyas of the relevant commitment letter) as close of 11:59 p.m. EST business on January 6December 31, 20212020. (b) Subject to clause (d) below, on 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 balance principal amount of all MLSA Loans outstanding Loans (as defined in the 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 Distribution 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) 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 being understood that understoodthat payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit theCredit Agreement and other payments to FRBB FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.

Interim Distributions. (a) On January 85, 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 January 8December 31, 2021 (as estimated on January 7, 2021) 2020 (other than to the extent any such balance is 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 January 8December 31, 2021 (as estimated on January 7, 2021)2020, minus (iii) the aggregate purchase price principal amount of all Participations held MLSA Loans outstanding or for which committed to be funded by the Company had issued a commitment letter and received a Funding Notice (as defined in the relevant commitment letter) as of 11:59 p.m. EST the close of business on January 6December 31, 20212020. (b) Subject to clause (d) below, on 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 balance principal amount of all MLSA Loans outstanding Loans (as defined in the 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 Distribution 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) 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 being understood that payments of fees, reimbursement of expenses, repayment of principal and interest under the Credit Agreement and other payments to FRBB FRBNY contemplated by the Operative Documents will not be deemed distributions in respect of its Membership Interest.