Common use of Closing Contributions Clause in Contracts

Closing Contributions. In addition to the actions described above, and any other actions that the Parties may mutually agree to be taken prior to the Closing, the Parties agree that if a Fund Merger would, absent a capital contribution to the applicable Money Market Fund, result in the Individual Closing Market NAV of the applicable Buyer Fund exceeding the Post-Reorganization Closing Market NAV by more than the Change in NAV Threshold, then the Seller (or the Parent) shall contribute capital to such Money Market Fund an amount sufficient to reduce the excess of the Individual Closing Market NAV of the Buyer Fund over the Post-Reorganization Closing Market Value NAV to the Change in NAV Threshold, if, and only if, Buyer provides written notice to the Seller after the Closing and on or before the twenty-fifth (25th) day after the Closing that the Buyer has determined such a contribution is required. In determining whether to provide such written notice, the Buyer shall take into account (after consulting with counsel to the independent directors or trustees of the applicable Buyer Fund board and any board determinations on the applicable Fund Merger of the applicable Money Market Fund), as applicable: (1) whether the applicable Buyer Fund has had material net redemptions during such twenty-five (25) day period, (2) whether former shareholders and entitlement holders of the applicable Money Market Fund have redeemed a material number of shares from such Buyer Fund; (iii) whether the factors in (1) and (2) have had a dilutive impact on the Buyer Fund, and (iv) the credit quality, duration and portfolio structure of the applicable Money Market Fund, and related benefits of the applicable Fund Merger to the applicable Buyer Fund, and whether they negate or render immaterial any impact on the gross yield of the applicable Buyer Fund. If the Buyer makes the determination that such a contribution is required, (x) the Seller’s (and Parent’s) obligation to make such a contribution shall be satisfied by the Buyer deducting the amount of such contribution from the Cash Solutions Payment as contemplated in Section 1.05(a)(ii) and (y) the Buyer agrees to pay the amount of any required contribution to the applicable Buyer Fund, not later than three (3) Business Days next following the date on which the Cash Solutions Payment is paid (or such earlier date on which the Buyer determines such required contribution should be made).

Closing Contributions. In addition the event that BH decides to cause the Company to close the purchase of the Property pursuant to the actions described above, and any other actions that the Parties may mutually agree to be taken prior to the Closing, the Parties agree that if a Fund Merger would, absent a capital contribution to the applicable Money Market Fund, result in the Individual Closing Market NAV of the applicable Buyer Fund exceeding the Post-Reorganization Closing Market NAV by more than the Change in NAV ThresholdPurchase Agreement, then the Seller (or the Parent) shall contribute capital to such Money Market Fund an amount sufficient to reduce the excess of the Individual Closing Market NAV of the Buyer Fund over the Post-Reorganization Closing Market Value NAV to the Change in NAV Threshold, if, and only if, Buyer provides written notice to the Seller after the Closing and on or before the twenty-fifth (25th) day after the Closing that the Buyer has determined such a contribution is required. In determining whether to provide such written noticeDate, the Buyer Members shall take into account contribute in cash (after consulting with counsel or be credited to the independent directors extent as provided in Section 4.1(a), Section 4.1(b)(ii) or trustees the Contribution Agreement with making cash contributions) to the capital of the applicable Buyer Fund board and any board determinations on the applicable Fund Merger Company their pro rata share (based upon their relative Contribution Percentages) of the applicable Money Market Fund), as applicable: (1) whether the applicable Buyer Fund has had material net redemptions during such twenty-five (25) day period, (2) whether former shareholders and entitlement holders sum of the applicable Money Market Fund have redeemed a material number of shares from such Buyer Fund; (iii) whether the factors in (1) and (2) have had a dilutive impact on the Buyer Fund, and (iv) the credit quality, duration and portfolio structure of the applicable Money Market Fund, and related benefits of the applicable Fund Merger to the applicable Buyer Fund, and whether they negate or render immaterial any impact on the gross yield of the applicable Buyer Fund. If the Buyer makes the determination that such a contribution is required, (x) the Seller’s (and Parent’s) obligation amount reasonably necessary to make such a contribution shall be satisfied close the acquisition of the Property, closing costs, Pursuit Costs, other amounts payable or reimbursable by the Buyer deducting the amount of such contribution from the Cash Solutions Payment as contemplated in Company under Section 1.05(a)(ii4.1(b) and (y) the Buyer agrees to pay the a reasonable amount of initial working capital and reserves (which shall include anticipated capital expenditures to be made in the period following acquisition of the Property as set forth in the Initial Approved Budget and Operating Plan as well as any required and all anticipated third party loan commitment fees and closing costs which may be incurred in connection with any permanent financing to be obtained by the Company) for the Company, as Approved by the Members minus (z) the principal amount of the Bridge Note (subject to the last sentence of this Section 4.1(d)). For purposes of the preceding sentence, AW Investor will be credited with having made a cash contribution to the applicable Buyer FundCompany in the amount set forth in the Contribution Agreement and AW Manager will be credited with having made a cash contribution to the Company in the amount set forth in the Contribution Agreement based upon their respective contributions of the membership interests in GMP LLC pursuant to the terms and conditions of the Contribution Agreement. AW Manager will deliver to the Members for Approval a statement of sources and uses for the closing and a detailed estimate of the Initial Capital Contributions. Amounts payable to the Company by a Member on the Closing Date may be set off from amounts the Company owes to a Member, each Member shall receive credits for payments made prior to the Closing Date for amounts paid to a third party and/or amounts will be reimbursed or paid to a Member to the extent necessary to result in the initial Contribution Percentages standing in the proportions set forth in the definition thereof on the Closing Date, all as set forth in such Approved statement of sources and uses. On the Closing Date, provided BH has elected to cause the Company or its SPVs to acquire the Property pursuant to the Purchase Agreement, the Company, AW Investor and AW Manager shall additionally execute and deliver the Contribution Agreement and, subject to the provisions of the following sentence, the Company shall execute and deliver the Bridge Note and Pledge Agreement to BH. BH and the AW Member Group acknowledge and agree that they will cooperate and use good faith efforts to secure an Acquisition Loan from a third party lender on or before the Closing Date in an amount not later less than three the amount which would otherwise have been funded under the Bridge Note upon terms mutually acceptable to BH and the AW Member Group (3and if such third party financing is obtained, it shall replace the amount otherwise provided for in clause (z) Business Days next following the date on which the Cash Solutions Payment is paid (or such earlier date on which the Buyer determines such required contribution should be madeof this Section 4.1(d) above).