Common use of Distributions of Net Income Clause in Contracts

Distributions of Net Income. (a) Subject to Section 6.1(b) below, the Company shall distribute Net Income received with respect to the assets to the relevant Class A Members, subject to any Reserves or Company expenses as reasonably determined by the Managing Member. The Company shall make all such distributions of Net Income to the Class A Members and Class B Members in the following order of priority, and among them in accordance with their respective Class Percentages: (i) first, to the Class A Members until the total amount distributed to them pursuant to this Section 6.1(a)(i) equals the amount of their unpaid Class A Preferred Return; (ii) next, to the Managing Member until the amount distributed pursuant to this Section (ii) equals two percent (2%) of the amount distributed to the Class A Members pursuant to Section 6.1(a)(i); (iii) the remaining Net Income shall be distributed (a) eighty percent (80%) to the Class A Members and (b) twenty percent (20%) to the Managing Member as its “Carried Interest”. Notwithstanding the foregoing, any income derived from origination fees shall be allocated and distributed equally between the Class A Members and the Managing Member. (b) Commencing on the fifteenth (15th) day (or succeeding business day) of the second month following the date of a Closing of the purchase of Interests by a Class A Member and on the fifteenth (15th) day (or succeeding business day) of each month thereafter, the Class A Member will be entitled to receive distributions in an amount equal to one-twelfth (1/12) of the Class A Preferred Return under Section 6.1(a)(i), prorated as applicable for the amount of time that a Member was a member of the Fund during such month. (c) Commencing at the end of the second quarter following the Initial Closing and on a quarterly basis thereafter, the Managing Member shall cause the Company to make distributions of Net Income as set forth in Section 6.1(a)(iii) (together with the payments under Section 6.1(b), the “Regular Income Distributions”). At the end of each year, the Managing Member shall cause the Company to make such additional distributions as required under clause under Section 6.1(a)(iii) above. Notwithstanding the foregoing and subject to Section 6.3, the Managing Member plans to retain the principal portion of each Member’s Capital Contribution and any income with respect thereto in excess of the amounts distributed to the Members in accordance with items (i) through (iii) of Section 6(a) above, for reinvestment by the Managing Member on behalf of such Members. In addition, the Managing Member may retain any Net Income from the Company’s assets, if the Managing Member determines in its discretion that such proceeds or income is needed to manage the Company’s liquidity positions or for risk management purposes, whether or not any formal reserve is established in connection therewith. (d) Unless a Member elects to have such amounts reinvested, all cash in the form of quarterly distributions and monthly Preferred Returns will be distributed to the Members. An election to reinvest the quarterly income distribution or monthly Preferred Return is revocable at any time upon a written request to revoke such election. If no election is made, then the quarterly income distribution and Preferred Return will be distributed to the Members. Members may change their election at any time upon ninety (90) days written notice to the Fund. Upon receipt and after the ninety (90) day notice has occurred, the Member’s election shall be changed and reflected on the following first day of the successive calendar quarter in which the Member is entitled to receive a distribution. Notwithstanding the preceding sentences, the Managing Member may at any time immediately commence with income distributions in cash only (hence, suspending the reinvestment option for such Member(s) to any Member(s) in order for the Fund to remain exempt from the ERISA plan asset regulations. (See “ERISA Considerations” and “Summary of Company Agreement” below). In addition, the Managing Member may elect to redeem all or a part of a Member’s Interests for any reason upon thirty (30) days written notice to the Member at a price equal to the Member’s capital contribution plus any accrued but unpaid Preferred Return and other fees which owed to the Member on the date of redemption. The Managing Member may also, by notice to a Member, force the sale of all or a portion of such Member’s Interest on such terms as the Managing Member determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Managing Member determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s Interest in violation of the Operating Agreement; (ii) continued ownership of such Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Managing Member or its affiliates; (iii) continued ownership of such Interest by such Member may be harmful or injurious to the business or reputation of the Fund or the Managing Member, or may subject the Company or any Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member in connection with the acquisition of such Member’s Interest was not true when made or has ceased to be true; or (v) such Member’s Interest has vested in any other person by reason of the bankruptcy, dissolution, incompetency or death of such Member. (e) No Class A Member has any right to demand and receive any distribution in a form other than cash. All distributions of cash or property (distributions in kind) shall be made at such time and in such manner as is determined by the Managing Member. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Class A Member pursuant to this Section 6.1.

Distributions of Net Income. (a) Subject to Section 6.1(b) below, the Company shall distribute Net Income received with respect to the assets to the relevant Class A Members, subject to any Reserves or Company expenses as reasonably determined by the Managing Member. The Company shall make all such distributions of Net Income to the Class A Members and Class B Members in the following order of priority, and among them in accordance with their respective Class Percentages: (i) first, to the Class A Members until the total amount distributed to them pursuant to this Section 6.1(a)(i) equals the amount of their unpaid Class A Preferred Return; (ii) next, to the Managing Member until the amount distributed pursuant to this Section (ii) equals two percent (2%) of the amount distributed to the Class A Members pursuant to Section 6.1(a)(i); (iii) the remaining Net Income shall be distributed (a) eighty percent (80%) to the Class A Members and (b) twenty percent (20%) to the Managing Member as its “"Carried Interest”. Notwithstanding the foregoing, any income derived from origination fees shall be allocated and distributed equally between the Class A Members and the Managing Member". (b) Commencing on the fifteenth (15th) day (or succeeding business day) of the second month following the date of a Closing of the purchase of Interests by a Class A Member and on the fifteenth (15th) day (or succeeding business day) of each month thereafter, the Class A Member will be entitled to receive distributions in an amount equal to one-twelfth (1/12) of the Class A Preferred Return under Section 6.1(a)(i), prorated as applicable for the amount of time that a Member was a member of the Fund during such month. (c) Commencing at the end of the second quarter following the Initial Closing and on a quarterly basis thereafter, the Managing Member shall cause the Company to make distributions of Net Income as set forth in Section 6.1(a)(iii) (together with the payments under Section 6.1(b), the “"Regular Income Distributions”"). At the end of each year, the Managing Member shall cause the Company to make such additional distributions as required under clause under Section 6.1(a)(iii) above. Notwithstanding the foregoing and subject to Section 6.3, the Managing Member plans to retain the principal portion of each Member’s 's Capital Contribution and any income with respect thereto in excess of the amounts distributed to the Members in accordance with items (i) through (iii) of Section 6(a) above, for reinvestment by the Managing Member on behalf of such Members. In addition, the Managing Member may retain any Net Income from the Company’s 's assets, if the Managing Member determines in its discretion that such proceeds or income is needed to manage the Company’s 's liquidity positions or for risk management purposes, whether or not any formal reserve is established in connection therewith. (d) Unless a Member elects to have such amounts reinvested, all cash in the form of quarterly distributions and monthly Preferred Returns will be distributed to the Members. An election to reinvest the quarterly income distribution or monthly Preferred Return is revocable at any time upon a written request to revoke such election. If no election is made, then the quarterly income distribution and Preferred Return will be distributed to the Members. Members may change their election at any time upon ninety (90) days written notice to the Fund. Upon receipt and after the ninety (90) day notice has occurred, the Member’s 's election shall be changed and reflected on the following first day of the successive calendar quarter in which the Member is entitled to receive a distribution. Notwithstanding the preceding sentences, the Managing Member may at any time immediately commence with income distributions in cash only (hence, suspending the reinvestment option for such Member(s) to any Member(s) in order for the Fund to remain exempt from the ERISA plan asset regulations. (See “"ERISA Considerations” " and “"Summary of Company Agreement” " below). In addition, the Managing Member may elect to redeem all or a part of a Member’s 's Interests for any reason upon thirty (30) days written notice to the Member at a price equal to the Member’s 's capital contribution plus any accrued but unpaid Preferred Return and other fees which owed to the Member on the date of redemption. The Managing Member may also, by notice to a Member, force the sale of all or a portion of such Member’s 's Interest on such terms as the Managing Member determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Managing Member determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s 's Interest in violation of the Operating Agreement; (ii) continued ownership of such Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Managing Member or its affiliates; (iii) continued ownership of such Interest by such Member may be harmful or injurious to the business or reputation of the Fund or the Managing Member, or may subject the Company or any Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member in connection with the acquisition of such Member’s 's Interest was not true when made or has ceased to be true; or (v) such Member’s 's Interest has vested in any other person by reason of the bankruptcy, dissolution, incompetency or death of such Member. (e) No Class A Member has any right to demand and receive any distribution in a form other than cash. All distributions of cash or property (distributions in kind) shall be made at such time and in such manner as is determined by the Managing Member. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Class A Member pursuant to this Section 6.1.

Distributions of Net Income. (a) Subject to Section 6.1(b) below, the Company shall distribute Net Income received with respect to the assets to the relevant Class A Members, subject to any Reserves or Company expenses as reasonably determined by the Managing Member. The Company shall make all such distributions of Net Income to the Class A Members and Class B Members in the following order of priority, and among them in accordance with their respective Class Percentages: (i) first, to the Class A Members until the total amount distributed to them pursuant to this Section 6.1(a)(i) equals the amount of their unpaid Class A Preferred Return; (ii) next, to the Managing Member until the amount distributed pursuant to this Section (ii) equals two percent (2%) of the amount of the amount distributed to the Class A Members pursuant to Section 6.1(a)(i); (iii) the remaining Net Income shall be distributed (a) eighty percent (80%) to the Class A Members and (b) twenty percent (20%) to the Managing Member as its “"Carried Interest”. Notwithstanding the foregoing, any income derived from origination fees shall be allocated and distributed equally between the Class A Members and the Managing Member". (b) Commencing on the fifteenth (15th) day (or succeeding business day) of the second month following the date of a Closing of the purchase of Interests by a Class A Member and on the fifteenth (15th) day (or succeeding business day) of each month thereafter, the Class A Member will be entitled to receive distributions in an amount equal to one-twelfth (1/12) of the Class A Preferred Return under Section 6.1(a)(i), prorated as applicable for the amount of time that a Member was a member of the Fund during such month. (c) Commencing at the end of the second quarter following the Initial Closing and on a quarterly basis thereafter, the Managing Member shall cause the Company to make distributions of Net Income as set forth in Section 6.1(a)(iii) (together with the payments under Section 6.1(b), the “"Regular Income Distributions”"). At the end of each year, the Managing Member shall cause the Company to make such additional distributions as required under clause under Section 6.1(a)(iii) above. Notwithstanding the foregoing and subject to Section 6.3, the Managing Member plans to retain the principal portion of each Member’s 's Capital Contribution and any income with respect thereto in excess of the amounts distributed to the Members in accordance with items (i) through (iii) of Section 6(a) above, for reinvestment by the Managing Member on behalf of such Members. In addition, the Managing Member may retain any Net Income from the Company’s 's assets, if the Managing Member determines in its discretion that such proceeds or income is needed to manage the Company’s 's liquidity positions or for risk management purposes, whether or not any formal reserve is established in connection therewith. (d) Unless a Member elects to have such amounts reinvested, all cash in the form of quarterly distributions and monthly Preferred Returns will be distributed to the Members. An election to reinvest the quarterly income distribution or monthly Preferred Return is revocable at any time upon a written request to revoke such election. If no election is made, then the quarterly income distribution and Preferred Return will be distributed to the Members. Members may change their election at any time upon ninety (90) days written notice to the Fund. Upon receipt and after the ninety (90) day notice has occurred, the Member’s 's election shall be changed and reflected on the following first day of the successive calendar quarter in which the Member is entitled to receive a distribution. Notwithstanding the preceding sentences, the Managing Member may at any time immediately commence with income distributions in cash only (hence, suspending the reinvestment option for such Member(s) to any Member(s) in order for the Fund to remain exempt from the ERISA plan asset regulations. (See “"ERISA Considerations” " and “"Summary of Company Agreement” " below). In addition, the Managing Member may elect to redeem all or a part of a Member’s 's Interests for any reason upon thirty (30) days written notice to the Member at a price equal to the Member’s 's capital contribution plus any accrued but unpaid Preferred Return and other fees which owed to the Member on the date of redemption. The Managing Member may also, by notice to a Member, force the sale of all or a portion of such Member’s 's Interest on such terms as the Managing Member determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Managing Member determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s 's Interest in violation of the Operating Agreement; (ii) continued ownership of such Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Managing Member or its affiliates; (iii) continued ownership of such Interest by such Member may be harmful or injurious to the business or reputation of the Fund or the Managing Member, or may subject the Company or any Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member in connection with the acquisition of such Member’s 's Interest was not true when made or has ceased to be true; or (v) such Member’s 's Interest has vested in any other person by reason of the bankruptcy, dissolution, incompetency or death of such Member. (e) No Class A Member has any right to demand and receive any distribution in a form other than cash. All distributions of cash or property (distributions in kind) shall be made at such time and in such manner as is determined by the Managing Member. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Class A Member pursuant to this Section 6.1.

Distributions of Net Income. (a) Subject to Section 6.1(b) below, the Company shall distribute Net Income received with respect to the assets to the relevant Class A Members, subject to any Reserves or Company expenses as reasonably determined by the Managing Member. The Company shall make all such distributions of Net Income to the Class A Members and Class B Members in the following order of priority, and among them in accordance with their respective Class Percentages: (i) first, to the Class A Members until the total amount distributed to them pursuant to this Section 6.1(a)(i) equals the amount of their unpaid Class A Preferred Return; (ii) next, to the Managing Member until the amount distributed pursuant to this Section (ii) equals two percent (2%) of the amount distributed to the Class A Members pursuant to Section 6.1(a)(i); (iii) the remaining Net Income shall be distributed (a) eighty percent (80%) to the Class A Members and (b) twenty percent (20%) to the Managing Member as its “Carried Interest”. Notwithstanding the foregoing, any income derived from origination fees shall be allocated and distributed equally between the Class A Members and the Managing Member. (b) Commencing on the fifteenth (15th) day (or succeeding business day) of the second month following the date of a Closing of the purchase of Interests by a Class A Member and on the fifteenth (15th) day (or succeeding business day) of each month thereafter, the Class A Member will be entitled to receive distributions in an amount equal to one-twelfth (1/12) of the Class A Preferred Return under Section 6.1(a)(i), prorated as applicable for the amount of time that a Member was a member of the Fund during such month. (c) Commencing at the end of the second quarter following the Initial Closing and on a quarterly basis thereafter, the Managing Member shall cause the Company to make distributions of Net Income as set forth in Section 6.1(a)(iii) (together with the payments under Section 6.1(b), the “Regular Income Distributions”). At the end of each year, the Managing Member shall cause the Company to make such additional distributions as required under clause under Section 6.1(a)(iii) above. Notwithstanding the foregoing and subject to Section 6.3, the Managing Member plans to retain the principal portion of each Member’s Capital Contribution and any income with respect thereto in excess of the amounts distributed to the Members in accordance with items (i) through (iii) of Section 6(a) above, for reinvestment by the Managing Member on behalf of such Members. In addition, the Managing Member may retain any Net Income from the Company’s assets, if the Managing Member determines in its discretion that such proceeds or income is needed to manage the Company’s liquidity positions or for risk management purposes, whether or not any formal reserve is established in connection therewith. (d) Unless a Member elects to have such amounts reinvested, all cash in the form of quarterly distributions and monthly Preferred Returns will be distributed to the Members. An election to reinvest the quarterly income distribution or monthly Preferred Return is revocable at any time upon a written request to revoke such election. If no election is made, then the quarterly income distribution and Preferred Return will be distributed to the Members. Members may change their election at any time upon ninety (90) days written notice to the Fund. Upon receipt and after the ninety (90) day notice has occurred, the Member’s election shall be changed and reflected on the following first day of the successive calendar quarter in which the Member is entitled to receive a distribution. Notwithstanding the preceding sentences, the Managing Member may at any time immediately commence with income distributions in cash only (hence, suspending the reinvestment option for such Member(s) to any Member(s) in order for the Fund to remain exempt from the ERISA plan asset regulations. (See “ERISA Considerations” and “Summary of Company Agreement” below). In addition, the Managing Member may elect to redeem all or a part of a Member’s Interests for any reason upon thirty (30) days written notice to the Member at a price equal to the Member’s capital contribution plus any accrued but unpaid Preferred Return and other fees which owed to the Member on the date of redemption. The Managing Member may also, by notice to a Member, force the sale of all or a portion of such Member’s Interest on such terms as the Managing Member determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the Managing Member determines or has reason to believe that: (i) such Member has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Member’s Interest in violation of the Operating Agreement; (ii) continued ownership of such Interest by such Member is reasonably likely to cause the Company to be in violation of securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the Managing Member or its affiliates; (iii) continued ownership of such Interest by such Member may be harmful or injurious to the business or reputation of the Fund or the Managing Member, or may subject the Company or any Members to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA; (iv) any of the representations or warranties made by such Member in connection with the acquisition of such Member’s Interest was not true when made or has ceased to be true; or (v) such Member’s Interest has vested in any other person by reason of the bankruptcy, dissolution, incompetency or death of such Member. (e) No Class A Member has any right to demand and receive any distribution in a form other than cash. All distributions of cash or property (distributions in kind) shall be made at such time and in such manner as is determined by the Managing Member. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Class A Member pursuant to this Section 6.1.