Common use of LIP Account Clause in Contracts

LIP Account. (a) Except as otherwise directed by the Company, the Servicer shall maintain the LIP Account, which shall be held in trust for the benefit of the Company and the Participant and which shall be funded with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw as of the date the LLC Interest is sold (or such later time as is agreed to by the Company and the Participant) (the “LIP Funds”). The Participant and the Company shall, promptly upon the Company’s request therefor, deposit additional amounts into the LIP Account as may be necessary to reflect any adjustment to the Maximum Authorized Funding Draw with respect to any Loan that is permitted under the definition of the term “Maximum Authorized Funding Draw” in Section 1.01 hereof. No funds from any other source (other than interest or earnings on the LIP Funds) shall be commingled in the LIP Account. (b) Except as otherwise directed by the Company, any and all amounts on deposit in (or that are required to have been deposited into) the LIP Account (including interest and earnings thereon) shall be withdrawn and disbursed strictly in accordance with this Agreement. (c) The Servicer shall be authorized, at the Company’s direction, to withdraw funds (or to make draw requests on the escrow agent for funds) from the LIP Account only to make Authorized Funding Draws, and the LIP Account and the LIP Funds shall not otherwise be used for any purpose (except in connection with the liquidation of the LIP Account in accordance with Section 2.07(d)). The Servicer shall not permit withdrawals from the LIP Account for any other purpose. (d) At the direction of the Company, the LIP Account shall be liquidated (and no further Authorized Funding Draws may be made on or after the date of such direction), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed to the Company. (e) The LIP Account (and all funds therein) will be subject to an account control agreement among the Company, the Participant and the Eligible Institution that will hold such LIP Account. (f) The LIP Funds shall be invested in Permitted Investments, but with a maturity that allows for (i) distribution of the LIP Funds as and when needed to make Authorized Funding Draws and (ii) liquidation of the LIP Account and distribution of the remaining LIP Funds (which liquidation and distribution shall be at such time and in such manner as the Company shall direct the Servicer).

LIP Account. (a) Except The Company shall establish and, until such time as otherwise directed by the Company, the Servicer shall is retained, maintain and, thereafter, cause the Servicer to maintain the LIP Account, which shall be held in trust for the benefit of the Company Participant and the Participant and which Company. (i) The LIP Account shall be funded with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw at such time as of the date the LLC Interest is sold (or such later time as is agreed to by the Company Participant and the ParticipantCompany) with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw as of such date (such amount, the “LIP Funds”), as follows: The Participant shall deposit cash in an amount equal to 80% of the initial principal amount of the LIP Funds into the LIP Account, and the Company shall deposit cash in an amount equal to 20% of the initial principal amount of the LIP Funds into the LIP Account. The Participant and the Company shall, promptly upon the Company’s request therefor, deposit additional amounts into the LIP Account Account, in the same proportion as in the preceding sentence, as may be necessary to reflect any adjustment to the Maximum Authorized Funding Draw with respect to any Loan that is permitted under the definition of the term “Maximum Authorized Funding Draw” in Section 1.01 hereof. No funds from any other source (other than interest or earnings on the LIP Funds) shall be commingled in the LIP Account. (b) Except as otherwise directed by the Company, any and all amounts on deposit in (or that are required to have been deposited into) the LIP Account (including interest and earnings thereon) shall be withdrawn and disbursed strictly in accordance with this Agreement. (cii) The Servicer shall be authorized, at the Company’s direction, to withdraw funds (or to make draw requests on the escrow agent for funds) from the LIP Account only to make Authorized Funding Draws, and the LIP Account and the LIP Funds shall not otherwise be used for any purpose (except in connection with the liquidation of the LIP Account in accordance with Section 2.07(d))purpose. The Servicer Company shall not permit withdrawals from the LIP Account for any other purpose. (diii) At the direction The LIP Funds shall be invested in Permitted Investments, but with a maturity that allows for (x) distribution of the CompanyLIP Funds as and when needed to make Authorized Funding Draws and (y) liquidation of the LIP Account and distribution of the remaining LIP Funds as required by this Section 4.03(c). On the date that is the last date on which Authorized Funding Draws are permitted to be made pursuant to the Loan Documents, unless otherwise agreed by the parties, the LIP Account shall be liquidated (and no further Authorized Funding Draws may be made on or after the date of such directiondate), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed. Interest and earnings on the LIP Funds and the final distribution of cash remaining upon the liquidation of the LIP Account (the “Final LIP Distribution”) shall be distributed 80% to the Participant and 20% to the Company along with the Participant’s Share and the Company. ’s Share of Loan Proceeds (ein accordance with Section 4.01) for the month in which the LIP Account is liquidated. The LIP Account (and all funds therein) will shall be subject to an account control agreement among the security interest granted to the Participant in Section 2.06 and, prior to or concurrently with the establishment of the LIP Account, and in any event prior to making any withdrawals therefrom, the Company, the Participant and the Eligible Institution that will hold such LIP Account. (f) The LIP Funds Account shall be invested have executed and delivered an account control agreement in Permitted Investments, but with a maturity that allows for (i) distribution of substantially the LIP Funds form attached hereto as and when needed to make Authorized Funding Draws and (ii) liquidation of the LIP Account and distribution of the remaining LIP Funds (which liquidation and distribution shall be at such time and in such manner as the Company shall direct the Servicer).Exhibit B.

LIP Account. (a) Except as otherwise directed by the Company, on or prior to the Servicing Transfer Date, the Servicer shall establish and maintain the LIP Account, which shall be held in trust for the benefit of the Company and the Participant and which shall be funded with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw as of the date the LLC Interest is sold (or such later time as is agreed to by the Company and the Participant) $4,226,009 (the “LIP Funds”). The Participant and the Company shall, promptly upon the Company’s request therefor, deposit additional amounts into the LIP Account as may be necessary to reflect any adjustment to the Maximum Authorized Funding Draw with respect to any Loan that is permitted under the definition of the term “Maximum Authorized Funding Draw” in Section 1.01 hereof. No funds from any other source (other than interest or earnings on the LIP Funds) shall be commingled in the LIP Account. (b) Except as otherwise directed by the Company, any and all amounts on deposit in (or that are required to have been deposited into) the LIP Account (including interest and earnings thereon) shall be withdrawn and disbursed strictly in accordance with this Agreement. (c) The Servicer shall be authorized, at the Company’s direction, to withdraw funds (or to make draw requests on the escrow agent for the funds) from the LIP Account only to make Authorized Funding Draws, and the LIP Account and the LIP Funds shall not otherwise be used for any purpose (except in connection with the liquidation of the LIP Account in accordance with Section 2.07(d))purpose. The Servicer shall not permit withdrawals from the LIP Account for any other purpose. On the Servicing Transfer Date, the participant shall be reimbursed from the LIP Account an amount equal to the Authorized Funding Draws made by it at any time after the Cut- Off Date and on or before the Servicing Transfer Date. (d) At the direction of the Company, the LIP Account shall be liquidated (and no further Authorized Funding Draws may be made on or after the date of such direction), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed to the Company. (e) The LIP Account (and all funds therein) will shall be subject to an account control agreement among the Company, the Participant and the Eligible Institution that will hold holds such LIP Account. (f) The LIP Funds shall be invested in Permitted Investments, but with a maturity that allows for (i) distribution of the LIP Funds as and when needed to make Authorized Funding Draws and (ii) liquidation of the LIP Account and distribution of the remaining LIP Funds (which liquidation and distribution shall be at such time and in such manner as is directed by the Company shall direct to the Servicer).

LIP Account. (a) Except The Company shall establish and, until such time as otherwise directed by the Company, the Servicer shall is retained, maintain and, thereafter, cause the Servicer to maintain the LIP Account, which shall be held in trust for the benefit of the Company Participant and the Participant and which Company. (i) The LIP Account shall be funded with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw at such time as of the date the LLC Interest is sold (or such later time as is agreed to by the Company Participant and the ParticipantCompany) with an initial principal amount of $4,226,009 (the “LIP Funds”). The , as follows: Participant shall deposit cash in the amount of $3,380,807.20 into the LIP Account, and the Company shall, promptly upon shall deposit cash in the Company’s request therefor, deposit additional amounts amount of $845,201.80 into the LIP Account as may be necessary to reflect any adjustment to the Maximum Authorized Funding Draw with respect to any Loan that is permitted under the definition of the term “Maximum Authorized Funding Draw” in Section 1.01 hereofAccount. No funds from any other source (other than interest or earnings on the LIP Funds) shall be commingled in the LIP Account. (b) Except as otherwise directed by the Company, any and all amounts on deposit in (or that are required to have been deposited into) the LIP Account (including interest and earnings thereon) shall be withdrawn and disbursed strictly in accordance with this Agreement. (cii) The Servicer shall be authorized, at the Company’s direction, to withdraw funds (or to make draw requests on the escrow agent for funds) from the LIP Account only to make Authorized Funding Draws, and the LIP Account and the LIP Funds shall not otherwise be used for any purpose (except in connection with the liquidation of the LIP Account in accordance with Section 2.07(d))purpose. The Servicer Company shall not permit withdrawals from the LIP Account for any other purpose. On the Servicing Transfer Date, the Receiver shall be reimbursed from the LIP Account an amount equal to the Authorized Funding Draws made by it at any time after the Cut-Off Date and on or before the Servicing Transfer Date. (d) At the direction of the Company, the LIP Account shall be liquidated (and no further Authorized Funding Draws may be made on or after the date of such direction), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed to the Company. (e) The LIP Account (and all funds therein) will be subject to an account control agreement among the Company, the Participant and the Eligible Institution that will hold such LIP Account. (fiii) The LIP Funds shall be invested in Permitted Investments, but with a maturity that allows for (i) distribution of the LIP Funds as and when needed to make Authorized Funding Draws and (ii) liquidation of the LIP Account and distribution of the remaining LIP Funds as required by this Section. On the date that is one (which liquidation and distribution 1) year after the Effective Date, unless otherwise agreed by the parties, the LIP Account shall be at liquidated (and no further Authorized Funding Draws may be made on or after such time date), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed. Interest and earnings on the LIP Funds and the final distribution of cash remaining upon the liquidation of the LIP Account (the “Final LIP Distribution”) shall be distributed 80% to Participant and 20% to the Company along with Participant’s Share and the Company’s Share of Loan Proceeds (in accordance with ) for the month in which the LIP Account is liquidated. The LIP Account (and all funds therein) shall be subject to the security interest granted to the Participant in Section 2.06 and, prior to or concurrently with the establishment of the LIP Account, and in any event prior to making any withdrawals therefrom, the Company, the Participant and the Eligible Institution that will hold such manner LIP Account shall have executed and delivered an account control agreement in substantially the form attached hereto as the Company shall direct the Servicer).Exhibit F.

LIP Account. (a) Except The Company shall establish and, until such time as otherwise directed by the Company, the Servicer shall is retained, maintain and, thereafter, cause the Servicer to maintain the LIP Account, which shall be held in trust for the benefit of the Company Participant and the Participant and which Company. (i) The LIP Account shall be funded with an initial principal amount equal to the aggregate Maximum Authorized Funding Draw at such time as of the date the LLC Interest is sold (or such later time as is agreed to by the Company Participant and the ParticipantCompany) with an initial principal amount of $37,571,664 (the “LIP Funds”). The , as follows: Participant shall deposit cash in the amount of $30,057,331.20 (an amount equal to 80% of the initial principal amount of the LIP Account) into the LIP Account, and the Company shall, promptly upon shall deposit cash in the Company’s request therefor, deposit additional amounts amount of $7,514,332.80 (an amount equal to 20% of the initial principal amount of the LIP Account) into the LIP Account as may be necessary to reflect any adjustment to the Maximum Authorized Funding Draw with respect to any Loan that is permitted under the definition of the term “Maximum Authorized Funding Draw” in Section 1.01 hereofAccount. No funds from any other source (other than interest or earnings on the LIP Funds) shall be commingled in the LIP Account. (b) Except as otherwise directed by the Company, any and all amounts on deposit in (or that are required to have been deposited into) the LIP Account (including interest and earnings thereon) shall be withdrawn and disbursed strictly in accordance with this Agreement. (cii) The Servicer shall be authorized, at the Company’s direction, to withdraw funds (or to make draw requests on the escrow agent for funds) from the LIP Account only to make Authorized Funding Draws, and the LIP Account and the LIP Funds shall not otherwise be used for any purpose (except in connection with the liquidation of the LIP Account in accordance with Section 2.07(d))purpose. The Servicer Company shall not permit withdrawals from the LIP Account for any other purpose. On the Servicing Transfer Date, the Receiver shall be reimbursed from the LIP Account an amount equal to the Authorized Funding Draws made by it at any time after the Cut-Off Date and on or before the Servicing Transfer Date. (d) At the direction of the Company, the LIP Account shall be liquidated (and no further Authorized Funding Draws may be made on or after the date of such direction), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed to the Company. (e) The LIP Account (and all funds therein) will be subject to an account control agreement among the Company, the Participant and the Eligible Institution that will hold such LIP Account. (fiii) The LIP Funds shall be invested in Permitted Investments, but with a maturity that allows for (i) distribution of the LIP Funds as and when needed to make Authorized Funding Draws and (ii) liquidation of the LIP Account and distribution of the remaining LIP Funds as required by this Section. On the date that is one (which liquidation and distribution 1) year after the Effective Date, unless otherwise agreed by the parties, the LIP Account shall be at liquidated (and no further Authorized Funding Draws may be made on or after such time date), and all remaining LIP Funds then on deposit in the LIP Account, including all interest and earnings thereon, shall be distributed. Interest and earnings on the LIP Funds and the final distribution of cash remaining upon the liquidation of the LIP Account (the “Final LIP Distribution”) shall be distributed eighty percent (80%) to Participant and twenty percent (20%) to the Company along with Participant’s Share and the Company’s Share of Loan Proceeds (in accordance with Section 4.01) for the month in which the LIP Account is liquidated. The LIP Account (and all funds therein) shall be subject to the security interest granted to the Participant in Section 2.06 and, prior to or concurrently with the establishment of the LIP Account, and in any event prior to making any withdrawals therefrom, the Company, the Participant and the Eligible Institution that will hold such manner LIP Account shall have executed and delivered an account control agreement in substantially the form attached hereto as the Company shall direct the Servicer).Exhibit F.