Common use of Voluntary Withdrawal of Members and Withdrawal Payments Clause in Contracts

Voluntary Withdrawal of Members and Withdrawal Payments. No Class A Member or Assignee shall have the right to resign or withdraw except with the approval of the Managing Member and shall not receive a distribution of the principal portion of all or part of its Capital Contribution in redemption of such Class A Member’s Interest (“Capital Withdrawal”) except as set forth below: (a) Capital Withdrawals are subject to an initial eighteen (18) month lock-up period (“Lock-Up Period”) from the date of Closing of a purchase of Interests by a Class A Member, and no Capital Withdrawals will be made by a Class A Member at any time prior to the end of the Lock-Up Period; provided, however, the Managing Member may, in its sole discretion, allow the redemption of a Class A Member’s investment prior to the expiration of the applicable Lock Up Period subject to a discretionary withdrawal penalty equal to five percent (10%) of the amount of the Capital Withdrawal (“Early Withdrawal Fee”). The Early Withdrawal Fee shall be payable to the Company and considered earned by the remaining Members; (b) A Class A Member seeking to redeem all or a portion of its Interests shall provide the Managing Member with written notice of its election to redeem its Interests no less than ninety (90) days prior to the date in which the requested Capital Withdrawal be made; (c) Subject to Section 6.3(d) Capital Withdrawals shall at no time exceed twenty-five percent (25%) of a Member’s total Capital Account balance during any three (3) month period and the Company shall only be required to distribute 25% of such Member’s total Capital Account balance in any three (3) month period; (d) The Company is not obligated to redeem Class A Interests and may limit the number of Class A Interests to be redeemed during any calendar year to 10.0% of the weighted average number of Class A Interests outstanding during the prior calendar year (or 2.5% per quarter, with excess capacity carried over to later quarters in the calendar year); (e) Capital Withdrawals shall be based upon a Class A Member’s Capital Account Balance at the time such Capital Withdrawal is made; (f) the Managing Member reserves the right to deny, suspend or modify any Capital Withdrawals or any redemption request if the Manager, in its sole discretion, believes that the Company does not have sufficient liquidity to honor such request or if the Managing Member believes such distribution to be contrary to the best interest of the Company or the non-withdrawing Members, to prevent an undue burden on the Company’s liquidity, to preserve or facilitate the Company’s tax status, following any material decrease in the Company’s NAV, or for any other reason. The Managing Member may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve or facilitate the Company’s tax status; (g) except as modified by the Managing Member, Capital Withdrawals will be made in the order of request; provided, however, the Managing Member shall be under no obligation to liquidate loans or sell assets of the Company out of the ordinary course of business specifically to meet any Capital Withdrawal request. If one or more requests for redemption are made in the same month, those Capital Withdrawals will be made pro-rata as liquidity becomes available and not on a first come / first serve basis (unless otherwise elected by the Managing Member); (h) in the event that the date upon which a Capital Withdrawal is to be made falls upon any day other than the first day of a month, then the Class A Member shall not be entitled to receive an allocation of Net Income under Section 6.1 with respect to the redeemed Interests for the period between the first day of the month in which the Capital Withdrawal takes place and the actual date in which the Capital Withdrawal is made; and (i) each Class A Member seeking redemption shall complete a Redemption Notice substantially as set forth on Exhibit A.

Voluntary Withdrawal of Members and Withdrawal Payments. No Class A Member or Assignee shall have the right to resign or withdraw except with the approval of the Managing Member Board and shall not receive a distribution of the principal portion of all or part of its Capital Contribution in redemption of such Class A Member’s Interest (“Capital Withdrawal”) except as set forth below: (a) Capital Withdrawals are subject to an initial eighteen (18) month lock-up period (“Lock-Up Period”) from the date of Closing of a purchase of Interests by a Class A Member, and no Capital Withdrawals will be made by a Class A Member at any time prior to the end of the Lock-Up Period; provided, however, the Managing Member may, in its sole discretion, allow the redemption of a Class A Member’s investment prior to the expiration of the applicable Lock Up Period subject to a discretionary withdrawal penalty equal to five percent (10%) of the amount of the Capital Withdrawal (“Early Withdrawal Fee”). The Early Withdrawal Fee shall be payable to the Company and considered earned by the remaining Members; (b) A Class A Member seeking to redeem all or a portion of its Interests shall provide the Managing Member Board with written notice of its election to redeem its Interests no less than ninety one hundred twenty (90120) days prior to the date in which the requested Capital Withdrawal be made; (c) Subject to Section 6.3(d) Capital Withdrawals shall at no time exceed twenty-five percent (25%) of a Member’s total Capital Account balance during any three (3) month period and the Company shall only be required to distribute 25% of such Member’s total Capital Account balance in any three (3) month period; (d) The Company is not obligated to redeem Class A Interests and may limit the number of Class A Interests to be redeemed during any calendar year to 10.0% of the weighted average number of Class A Interests outstanding during the prior calendar year (or 2.5% per quarter, with excess capacity carried over to later quarters in the calendar year); (eb) Capital Withdrawals shall be based upon a Class A Member’s Capital Account Balance at the time such Capital Withdrawal is made; (fc) the Managing Member Board reserves the right to deny, suspend or modify any Capital Withdrawals or any redemption request if the ManagerBoard, in its sole discretion, believes that the Company does not have sufficient liquidity to honor such request or if the Managing Member Board believes such distribution to be contrary to the best interest of the Company or the non-withdrawing Members, to prevent an undue burden on the Company’s liquidity, to preserve or facilitate the Company’s tax status, following any material decrease in the Company’s NAV, or for any other reason. The Managing Member may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve or facilitate the Company’s tax status; (gd) except as modified by the Managing MemberBoard, Capital Withdrawals will be made in the order of request; provided, however, the Managing Member Board shall be under no obligation to liquidate loans or sell sale assets of the Company out of the ordinary course of business specifically to meet any Capital Withdrawal request. If one or more requests for redemption are made in the same monthmade, those Capital Withdrawals will be made pro-rata as liquidity becomes available and not on a first come / first serve basis (unless otherwise elected by the Managing MemberBoard); (he) in the event that the date upon which a Capital Withdrawal is to be made falls upon any day other than the first day of a month, then the Class A Member shall not be entitled to receive an allocation of Net Income under Section 6.1 3.1(a)(ii) with respect to the redeemed Interests for the period between the first day of the month in which the Capital Withdrawal takes place and the actual date in which the Capital Withdrawal is made; and (f) The Board may at any time suspend the withdrawal of funds from the Company, upon the occurrence of any of the following circumstances: (i) each Class A whenever, as a result of events, conditions or circumstances beyond the control or responsibility of the Board or the Company, or when disposal of the assets of the Company is not reasonably practicable without being detrimental to the interests of the Company or its Members, which shall be determined in the sole and absolute discretion of the Board; (ii) it is not reasonably practicable to determine the Net Asset Value of the Company on an accurate and timely basis; or (iii) if the Board has determined to dissolve the Company. Notice of any suspension will be given within ten (10) business days from the time the decision was made to suspend distributions to any Member seeking who has submitted a withdrawal request and to whom full payment of the redemption shall complete proceeds has not yet been remitted. If a Redemption Notice substantially redemption request is not rescinded by a Member following notification of a suspension, the redemption will be effected as set forth of the last day of the calendar month in which the suspension is lifted, on Exhibit A.the basis of the Net Asset Value of the Company at that time and in the order determined by the Board in its sole and absolute discretion. (g) The Board may, in its sole and absolute discretion, waive such withdrawal requirements if a Member is experiencing undue hardship; acceptability of such Member’s hardship will be determined by the Board in its sole and absolute discretion.

Voluntary Withdrawal of Members and Withdrawal Payments. No Class A Member or Assignee shall have the right to resign or withdraw except with the approval of the Managing Member and shall not receive a distribution of the principal portion of all or part of its Capital Contribution in redemption of such Class A Member’s 's Interest (“"Capital Withdrawal”") except as set forth below: (a) Capital Withdrawals are subject to an initial eighteen (18) month lock-up period (“"Lock-Up Period”") from the date of Closing of a purchase of Interests by a Class A Member, and no Capital Withdrawals will be made by a Class A Member at any time prior to the end of the Lock-Up Period; provided, however, the Managing Member may, in its sole discretion, allow the redemption of a Class A Member’s 's investment prior to the expiration of the applicable Lock Up Period subject to a discretionary withdrawal penalty equal to five percent (10%) of the amount of the Capital Withdrawal (“"Early Withdrawal Fee”"). The Early Withdrawal Fee shall be payable to the Company and considered earned by the remaining Members; (b) A Class A Member seeking to redeem all or a portion of its Interests shall provide the Managing Member with written notice of its election to redeem its Interests no less than ninety (90) days prior to the date in which the requested Capital Withdrawal be made; (c) Subject to Section 6.3(d) Capital Withdrawals shall at no time exceed twenty-five percent (25%) of a Member’s 's total Capital Account balance during any three (3) month period and the Company shall only be required to distribute 25% of such Member’s 's total Capital Account balance in any three (3) month period; (d) The Company is not obligated to redeem Class A Interests and may limit the number of Class A Interests to be redeemed during any calendar year to 10.0% of the weighted average number of Class A Interests outstanding during the prior calendar year (or 2.5% per quarter, with excess capacity carried over to later quarters in the calendar year); (e) Capital Withdrawals shall be based upon a Class A Member’s 's Capital Account Balance at the time such Capital Withdrawal is made; (f) the Managing Member reserves the right to deny, suspend or modify any Capital Withdrawals or any redemption request if the Manager, in its sole discretion, believes that the Company does not have sufficient liquidity to honor such request or if the Managing Member believes such distribution to be contrary to the best interest of the Company or the non-withdrawing Members, to prevent an undue burden on the Company’s 's liquidity, to preserve or facilitate the Company’s 's tax status, following any material decrease in the Company’s 's NAV, or for any other reason. The Managing Member may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve or facilitate the Company’s 's tax status; (g) except as modified by the Managing Member, Capital Withdrawals will be made in the order of request; provided, however, the Managing Member shall be under no obligation to liquidate loans or sell assets of the Company out of the ordinary course of business specifically to meet any Capital Withdrawal request. If one or more requests for redemption are made in the same month, those Capital Withdrawals will be made pro-rata as liquidity becomes available and not on a first come / first serve basis (unless otherwise elected by the Managing Member); (h) in the event that the date upon which a Capital Withdrawal is to be made falls upon any day other than the first day of a month, then the Class A Member shall not be entitled to receive an allocation of Net Income under Section 6.1 with respect to the redeemed Interests for the period between the first day of the month in which the Capital Withdrawal takes place and the actual date in which the Capital Withdrawal is made; and (i) each Class A Member seeking redemption shall complete a Redemption Notice substantially as set forth on Exhibit A.

Voluntary Withdrawal of Members and Withdrawal Payments. No Class A Member or Assignee shall have the right to resign or withdraw except with the approval of the Managing Member and shall not receive a distribution of the principal portion of all or part of its Capital Contribution in redemption of such Class A Member’s 's Interest (“"Capital Withdrawal”") except as set forth below: (a) Capital Withdrawals are subject to an initial eighteen fifteen (1815) month lock-up period (“"Lock-Up Period”") from the date of Closing of a purchase of Interests by a Class A Member, and no Capital Withdrawals will be made by a Class A Member at any time prior to the end of the Lock-Up Period; provided, however, the Managing Member may, in its sole discretion, allow the redemption of a Class A Member’s 's investment prior to the expiration of the applicable Lock Up Period subject to a discretionary withdrawal penalty equal to five percent (105%) of the amount of the Capital Withdrawal (“"Early Withdrawal Fee”"). The Early Withdrawal Fee shall be payable to the Company and considered earned by the remaining Members; (b) A Class A Member seeking to redeem all or a portion of its Interests shall provide the Managing Member with written notice of its election to redeem its Interests no less than ninety (90) days prior to the date in which the requested Capital Withdrawal be made; (c) Subject to Section 6.3(d) Capital Withdrawals shall at no time exceed twenty-five percent (25%) of a Member’s 's total Capital Account balance during any three (3) month period and the Company shall only be required to distribute 25% of such Member’s 's total Capital Account balance in any three (3) month period; (d) The Company is not obligated to redeem Class A Interests and may limit the number of Class A Interests to be redeemed during any calendar year to 10.0% of the weighted average number of Class A Interests outstanding during the prior calendar year (or 2.5% per quarter, with excess capacity carried over to later quarters in the calendar year); (e) Capital Withdrawals shall be based upon a Class A Member’s 's Capital Account Balance at the time such Capital Withdrawal is made; (f) the Managing Member reserves the right to deny, suspend or modify any Capital Withdrawals or any redemption request if the Manager, in its sole discretion, believes that the Company does not have sufficient liquidity to honor such request or if the Managing Member believes such distribution to be contrary to the best interest of the Company or the non-withdrawing Members, to prevent an undue burden on the Company’s 's liquidity, to preserve or facilitate the Company’s 's tax status, following any material decrease in the Company’s 's NAV, or for any other reason. The Managing Member may also, in its sole discretion, decline any particular redemption request if it believes such action is necessary to preserve or facilitate the Company’s 's tax status; (g) except as modified by the Managing Member, Capital Withdrawals will be made in the order of request; provided, however, the Managing Member shall be under no obligation to liquidate loans or sell assets of the Company out of the ordinary course of business specifically to meet any Capital Withdrawal request. If one or more requests for redemption are made in the same month, those Capital Withdrawals will be made pro-rata as liquidity becomes available and not on a first come / first serve basis (unless otherwise elected by the Managing Member); (h) in the event that the date upon which a Capital Withdrawal is to be made falls upon any day other than the first day of a month, then the Class A Member shall not be entitled to receive an allocation of Net Income under Section 6.1 with respect to the redeemed Interests for the period between the first day of the month in which the Capital Withdrawal takes place and the actual date in which the Capital Withdrawal is made; and (i) each Class A Member seeking redemption shall complete a Redemption Notice substantially as set forth on Exhibit A.