Common use of Certain Conflicts of Interest Clause in Contracts

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative. (b) Notwithstanding any requirements set forth in Section 5.9(a), including any Special Approval, for purposes of acquiring investments, the Company may obtain a loan from an Birgo Originator or one of their Affiliates (a “Related Party Loan”) on commercially reasonable terms with the approval of an Independent Representative; provided, that, no such Independent Representative approval shall be required to the extent that any such unsecured Related Party Loans, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. (c) Notwithstanding any requirements set forth in Section 5.9(a), the Company may also acquire a loan from an Birgo Originator without Special Approval and without the approval of an Independent Representative if such loan is not in default and the Birgo Originator originated the loan and is selling it to the Company at the par value of the loan, either (i) prior to the time any payments of principal have been (or were required to be made) or (ii) after one or more principal payments have been made, if (A) all such principal payments were timely made and (B) the Birgo Originator forwards the Company an amount equal to all such previously paid principal payments. To the extent that any interest payments have been previously made to the Birgo Originator on such loans, the Birgo Originator may retain such interest payments and the Birgo Originator may increase the purchase price of the loan to the Company to cover any inter-period interest payments that would otherwise be owed to the Birgo Originator. Notwithstanding any requirements set forth in Section 5.9(a), at such time as the Company has commenced its operations as contemplated in this Agreement and has sufficient funds, without Special Approval or the approval of an Independent Representative, the Company may purchase loans from an Birgo Originator that it originated prior to the period that the Company began raising funds, provided that the purchase of such loans is on the same terms as contemplated in the preceding sentences of this Section 5.9(c).

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative. (b) Notwithstanding any requirements set forth in Section 5.9(a), including any Special Approval, for purposes of acquiring investments, the Company may obtain a loan from an Birgo Originator the Sponsor or one of their Affiliates (a “Related Party Loan”) on commercially reasonable terms with the approval of an Independent Representative; provided, that, no such Independent Representative approval shall be required to the extent that any such unsecured Related Party Loans, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. (c) Notwithstanding any requirements set forth in Section 5.9(a), the Company may also acquire a loan from an Birgo Originator the Sponsor without Special Approval and without the approval of an Independent Representative if such loan is not in default and the Birgo Originator Sponsor originated the loan and is selling it to the Company at the par value of the loan, either (i) prior to the time any payments of principal have been (or were required to be made) or (ii) after one or more principal payments have been made, if (A) all such principal payments were timely made and (B) the Birgo Originator Sponsor forwards the Company an amount equal to all such previously paid principal payments. To the extent that any interest payments have been previously made to the Birgo Originator Sponsor on such loans, the Birgo Originator Sponsor may retain such interest payments and the Birgo Originator Sponsor may increase the purchase price of the loan to the Company to cover any inter-period interest payments that would otherwise be owed to the Birgo OriginatorSponsor. Notwithstanding any requirements set forth in Section 5.9(a), at such time as the Company has commenced its operations as contemplated in this Agreement and has sufficient funds, without Special Approval or the approval of an Independent Representative, the Company may purchase loans from an Birgo Originator the Sponsor that it originated prior to the period that the Company began raising funds, provided that the purchase of such loans is on the same terms as contemplated in the preceding sentences of this Section 5.9(c).

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative. (b) Notwithstanding any requirements set forth in Section 5.9(a), including 5.9(a),including any Special Approval, for purposes of acquiring investments, the Company may obtain a loan from an Birgo RM Originator or one of their Affiliates (a “Related Party Loan”) on commercially reasonable terms with the approval of an Independent Representative; provided, that, no such Independent Representative approval shall be required to the extent that any such unsecured Related Party Loans, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. (c) Notwithstanding any requirements set forth in Section 5.9(a), the Company may also acquire a loan from an Birgo RM Originator without Special Approval and without the approval of an Independent Representative if such loan is not in default and the Birgo RM Originator originated the loan and is selling it to the Company at the par value of the loan, either (i) prior to the time any payments of principal have been (or were required to be made) or (ii) after one or more principal payments have been made, if (A) all such principal payments were timely made and (B) the Birgo RM Originator forwards the Company an amount equal to all such previously paid principal payments. To the extent that any interest payments have been previously made to the Birgo RM Originator on such loans, the Birgo RM Originator may retain such interest payments and the Birgo RM Originator may increase the purchase price of the loan to the Company to cover any inter-period interest payments that would otherwise be owed to the Birgo RM Originator. Notwithstanding any requirements set forth in Section 5.9(a), at such time as the Company has commenced its operations as contemplated in this Agreement and has sufficient funds, without Special Approval or the approval of an Independent Representative, the Company may purchase loans from an Birgo RM Originator that it originated prior to the period that the Company began raising funds, provided that the purchase of such loans is on the same terms as contemplated in the preceding sentences of this Section 5.9(c).

Certain Conflicts of Interest. (a) Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Manager’s investment committee for Special Approval. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law and as specifically required in this Section 5.9, the Manager shall appoint an independent representative (the “Independent Representative”) to review and approve any transaction involving certain Conflicts of Interest. Notwithstanding the requirements set forth in this Section 5.9(a), except as otherwise provided in Sections 5.9(b) and (c), without obtaining Special Approval, the Company may, acquire investments from any of its Affiliates with the approval of an Independent Representative. (b) Notwithstanding any requirements set forth in Section 5.9(a), including any Special Approval, for purposes of acquiring investments, the Company may obtain a loan from an a Birgo Originator or one of their Affiliates (a “Related Party Loan”) on commercially reasonable terms with the approval of an Independent Representative; provided, that, no such Independent Representative approval shall be required to the extent that any such unsecured Related Party Loans, in the aggregate, do not exceed $20 million and do not carry an interest rate that exceeds the then current applicable prime rate with respect to such loans. (c) Notwithstanding any requirements set forth in Section 5.9(a), the Company may also acquire a loan from an a Birgo Originator without Special Approval and without the approval of an Independent Representative if such loan is not in default and the Birgo Originator originated the loan and is selling it to the Company at the par value of the loan, either (i) prior to the time any payments of principal have been (or were required to be made) or (ii) after one or more principal payments have been made, if (A) all such principal payments were timely made and (B) the Birgo Originator forwards the Company an amount equal to all such previously paid principal payments. To the extent that any interest payments have been previously made to the Birgo Originator on such loans, the Birgo Originator may retain such interest payments and the Birgo Originator may increase the purchase price of the loan to the Company to cover any inter-period interest payments that would otherwise be owed to the Birgo Originator. Notwithstanding any requirements set forth in Section 5.9(a), at such time as the Company has commenced its operations as contemplated in this Agreement and has sufficient funds, without Special Approval or the approval of an Independent Representative, the Company may purchase loans from an a Birgo Originator that it originated prior to the period that the Company began raising funds, provided that the purchase of such loans is on the same terms as contemplated in the preceding sentences of this Section 5.9(c).