Application of Capital Proceeds. (i) With respect to Series whose Initial Offerings commenced before January 1, 2023, subject to Section 7.3 and ARTICLE XI and any Interest Designation, any Capital Proceeds shall be applied and distributed 100% to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).
(ii) With respect to Series whose Initial Offerings commenced on or after January 1, 2023, subject to Section 7.3 and ARTICLE XI and any Interest Designation, any Capital Proceeds shall be applied and distributed as follows:
(1) if the Capital Proceeds are less than or equal to 110% of the Offering Amount of the related Series, then 100% of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates);
(2) if the Capital Proceeds are (a) greater than 110% of the Offering Amount of the related Series, and (b) less than or equal to 120% of such Offering Amount, then ten percent (10%) of the amount by which the Capital Proceeds exceed 110% of the Offering Amount shall be paid to the Asset Manager in payment of the Success Fee, except to the extent waived by the Asset Manager, in its sole discretion, and the remainder of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates); and
(3) if the Capital Proceeds are greater than 120% of the Offering Amount of the related Series, then an amount equal to (x) one percent (1%) of the Offering Amount plus (y) twenty percent (20%) of the amount by which the Capital Proceeds exceed 120% of the Offering Amount shall be paid to the Asset Manager in payment of the Success Fee, except to the extent waived by the Asset Manager, in its sole discretion, and the remainder of the Capital Proceeds shall be applied and distributed to the Members of such Series (pro rata in accordance with their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates).
Application of Capital Proceeds. Notwithstanding the provisions of Section 7.1.5(B), if the Capital Proceeds received by Administrative Agent are less than the Threshold Amount, then Administrative Agent shall make any such Capital Proceeds available to Borrowers for the purpose of restoring, repairing, or rebuilding any part of the Property affected by the condemnation, casualty or damage, provided that all of the following conditions are satisfied: (i) there does not then exist any Default or Event of Default; (ii) the condemnation, damage or casualty occurs at least one hundred eighty (180) days prior to the Maturity Date and the restoration is capable of being completed, in Administrative Agent’s judgment, at least one hundred twenty (120) days prior to the Maturity Date; (iii) the restoration, repair or rebuilding will return the applicable Individual Property to substantially the same size, design and utility as existed immediately prior to the condemnation, damage or casualty, and Administrative Agent shall have approved (in writing) all plans and specifications for such restoration, repair or rebuilding; (iv) 153251886 Loan Agreement (NY Loan) - GTJ Portfolio Refinancing - AIG Borrowers demonstrate to the reasonable satisfaction of Administrative Agent that Borrowers have the financial ability to pay all Loan Debt Service Payments and any other amounts required to be paid under this Agreement, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages and the other Loan Documents and to perform all of the other Secured Obligations, Second Mortgage Secured Obligations, and Third Mortgage Secured Obligations during the restoration, repair or rebuilding of the applicable Individual Property from Gross Revenue (excluding the Capital Proceeds, but including business or rental loss insurance proceeds) or otherwise; (v) if, prior to the commencement of any restoration, repair or rebuilding work, Administrative Agent reasonably determines that the then-remaining Capital Proceeds are insufficient to pay for such restoration, repair or rebuilding work, then Borrowers shall deposit with Administrative Agent (prior to the commencement of such restoration, repair or rebuilding work and not later than the date that is fifteen (15) days following written demand by Administrative Agent) such additional funds that Administrative Agent reasonably determines are necessary to complete such restoration, repair or rebuilding work; (vi) if, following the commencement of any restoration, repair or...
