Common use of Transaction Steps Clause in Contracts

Transaction Steps. (a) At the Effective Time the following transaction steps shall occur and be deemed to occur in the following order, and for greater certainty none of the following steps shall be deemed to occur unless all such steps shall have occurred and been completed: (i) The Liquidity and Exchange Agreement shall be terminated. (ii) The Securityholders’ Agreement shall be terminated. (iii) The Limited Partnership Agreement shall be amended to provide for the income allocation described in Section 2.2. (iv) Any other amendments to the Fund Material Documents or other agreements as contemplated by Section 4.3 shall be made. (v) Limited Partnership shall distribute in cash to Trust: (A) an amount equal to the Monthly Distribution, if any, for the month ending prior to the Closing Date, if such Monthly Distribution remains unpaid as of the Closing Date, multiplied by the number of Units outstanding on the record date for such Monthly Distribution (the “Final Monthly Distribution”); (B) the Expense Distribution; and (C) the Stub Period Distribution, if any, multiplied by the number of Units outstanding at the Effective Time (the “Total Stub Period Distribution”). (vi) Limited Partnership shall purchase for cancellation all of the issued and outstanding Class A LP Units and Class B LP Units, if any, held by Trust for an aggregate purchase price in cash equal to the LP Unit Consideration. For greater certainty, following such purchase, Trust shall cease to have any further right to receive any declared and unpaid distributions on the Class A LP Units or Class B LP Units. (vii) General Partner shall purchase for cancellation all of the issued and outstanding GP Shares held by Fund for an aggregate purchase price in cash of $30.00. (viii) Trust shall pay a cash distribution to Fund equal to the amount, if any, by which the aggregate of the: (A) Final Monthly Distribution (if any); (B) Expense Distribution; and (C) Total Stub Period Distribution (if any) exceeds the interest payable under the Trust Notes for the: (x) month ending prior to the Closing Date; and (y) month in which the Closing Date occurs. (ix) Trust shall purchase for cancellation all of the aggregate principal amount of the Trust Notes held by Fund for an aggregate redemption price in cash equal to the then outstanding aggregate principal amount of Trust Notes, plus accrued and unpaid interest to the Closing Date (the “Trust Note Consideration”). (x) Trust shall redeem and cancel all of the issued and outstanding Trust Units for an aggregate redemption price in cash equal to the amount obtained when the Trust Note Consideration is subtracted from the amount by which the aggregate of: (A) the LP Unit Consideration; and (B) the distributions received by Trust from Limited Partnership pursuant to Section 2.1(a)(v) exceeds (C) the distributions made by Trust to Fund pursuant to Section 2.1(a)(viii). (b) On the Final Redemption Date the following transaction steps shall occur and be deemed to occur in the following order, and for greater certainty none of the following steps shall be deemed to occur unless all such steps shall have occurred and been completed: (i) Fund shall pay the Final Monthly Distribution, if any, if such Final Monthly Distribution remains unpaid as of the Final Redemption Date. (ii) The Performance Unit Plan shall be amended as contemplated by Section 4.9, Fund Board shall terminate the Performance Unit Plan, all Performance Units in a Participant’s Account shall immediately vest and each Participant shall receive a cash payment from the Participant’s employer or Fund Entity to whom the Participant provides services in an amount per Performance Unit held by such Participant equal to the Unit Redemption Price multiplied by the applicable Performance Modifier in respect of such Performance Unit, calculated in accordance with the terms of the Performance Unit Plan as amended pursuant to Section 4.9. (iii) Fund shall redeem and cancel all of the issued and outstanding Units at a price in cash per Unit equal to the Unit Redemption Price. For greater certainty, Fund may deduct or withhold from the foregoing all amounts required by Law to be deducted or withheld from such payment, provided that any such amounts so deducted or withheld are remitted as required by Law.