Common use of Application of Capital Proceeds Clause in Contracts

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).