Common use of Redemption of Units Clause in Contracts

Redemption of Units. (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.

Redemption of Units. (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Non- Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.

Redemption of Units. (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations Exhibit C with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, (the "Redemption Right") to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “"Redeeming Member”"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “"Tendered Units”"); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “"Common Share Rights”") then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.

Redemption of Units. (1) Subject to Section 11.3(d) the terms and conditions set forth herein, the Company agrees to purchase from the Investor and the further provisions Investor agrees to sell and transfer to the Company, all of the Investor’s right, title and interest in and to the Redeemed Units, on the terms and conditions provided herein. The Redeemed Units shall mean those units of the Company which are designated “Preferred Units” within the meaning of the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2009 of the Company, as amended to date (the “LLC Agreement”) together with the Unsatisfied Preferred Return thereon (as defined in the LLC Agreement). As of the date of this Section 4.2(e)Agreement, and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously aggregate Unsatisfied Preferred Returns associated with the Effective Date, or (ii) on or after Preferred Units is $316,350.45 and the Adjusted Preferred Capital Contributions associated with such other date as expressly provided in any agreement entered into between Preferred Units is $4,500,000. The Company shall pay the Company and any Non-Managing Member, including Investor the Structuring and Contribution Agreement, to require the Company to redeem aggregate purchase price of $3,990,000 (the “Redemption RightPrice”) in redemption for all of the Redeemed Units. After the Initial Closing (as defined below), Preferred Units will be redeemed on a Specified Redemption Date all or a monthly basis as provided in subsection (c) with the final portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and Redemption Price (including payment in the form full of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to Unsatisfied Preferred Return) as provided in subsection (d) below (each a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming MemberClosing”); provided. Immediately following the Initial Closing and each subsequent Closing, however, that the Company shall cause Exhibit A to the LLC Agreement to be amended to reflect the redemption of such Preferred Units pursuant to this Agreement. Further, in accordance with Section 7.13 of the LLC Agreement, those Preferred Units will be deemed retired and cancelled and shall thereafter not be obligated to satisfy such Redemption Right if deemed authorized for reissuance and, following the Managing Member elects to purchase Final Closing, the Membership Units subject Unsatisfied Preferred Return shall be deemed paid in full. For the avoidance of doubt, immediately following the Initial Closing, Exhibit A to the Notice LLC Agreement shall be amended to reflect the reduction of Redemption (the “Tendered Units”); provided, further, that in Adjusted Preferred Capital Contribution and the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that aggregate number of Common Shares would be entitled to receive. Preferred Units by $2,576,000 which Exhibit A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held is attached hereto and incorporated herein by such Non-Managing Memberreference.

Redemption of Units. (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Formation and Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.

Redemption of Units. (1a) Subject Each Member other than any member of the Corporation Group shall be entitled to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require cause the Company to redeem (a “Redemption”) all or a portion of such Member’s Units (such Member a “Redeeming Member”) from time to time following the Lock-Up Period, on the Redemption Date, as determined by the Company, together with an equal number of shares of Class B Common Stock, in exchange for shares of Class A Common Stock or, at the Company’s election, cash in accordance with Section 11.01(e) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 11.01 and subject to the Corporation’s (or such designated member(s) on of the Corporation Group’s) Call Right as set forth in Section 11.01(m). In order to exercise its Redemption Right, each Redeeming Member shall provide written notice in a Specified reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Company and the Corporation at least 5 business days prior to the Redemption Date all or a portion (the date of the Membership delivery of such Redemption Notice, the “Redemption Notice Date”), stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Units held by such Non-Managing Member at a redemption price (the “Redeemed Units”), together with an equal to and in the form number shares of the Cash Amount to be paid by the CompanyClass B Common Stock. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising completed on the Redemption Right (the “Redeeming Member”)Date; provided, however, provided that the Company shall not be obligated to satisfy Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Right if Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the Managing closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member elects to purchase the Membership Units subject to the timely has delivered a Retraction Notice of or has delayed a Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(211.01(b) belowor the Corporation has elected to effect a Call Right as provided in Section 11.01(m), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Redeeming Member shall also be entitled transfer and surrender the Redeemed Units to receive such Common Share Rights that the Company and a holder of that corresponding number of shares of Class B Common Shares would be entitled Stock to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand Corporation, in each case free and clear of all liens and encumbrances, (10,000ii) Membership Units or, if such Non-Managing Member holds less than ten thousand the Company shall (10,000x) Membership cancel the Redeemed Units, all (y) transfer to the Redeeming Member the consideration to which the Redeemed Member is entitled, and (z) if the Units are certificated, issue to the Redeeming Member a certificate for a number of Units equal to the Membership difference (if any) between the number of Units held evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units and (iii) the Corporation shall cancel such Non-Managing Membershares of Class B Common Stock.

Redemption of Units. The Investment Manager will take steps for the redemption of Units on or before the expiry of the Term of the Fund in accordance with the terms of the Indenture and this Agreement. The Investment Manager will use all reasonable efforts to exit/liquidate all the Fund’s investments for cash before the expiry of its Term, and the liquidation proceeds along with other distributable income or assets (1in case of any permitted in specie distributions) Subject of the Fund will be distributed as detailed in Clause 10 below. The Investment Manager may redeem such part of the Units as required (i) to Section 11.3(dmake distributions pursuant to Clause 10, (ii) to return Capital Contributions pursuant to Clauses 2.6 or 3.1, (iii) pursuant to Clause 2.21 or (iv) pursuant to Clause 9. The redemption price for any Units redeemed pursuant to sub- clause (i) above shall be determined by the Investment Manager as necessary to effect distributions in accordance with Clause 10. The redemption price for any Units redeemed pursuant to sub-clause (ii) above shall be the amount paid by the relevant Contributor for such Units. The redemption price for any Units redeemed pursuant to sub-clause (iii) above shall be determined in accordance with Clause 2.21. The redemption price for any Units redeemed pursuant to sub-clause (iv) above shall be determined in accordance with Clause 9. Upon the redemption of a Unit, the Contributor shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has been declared thereof prior to such redemption being effected) and accordingly its name shall be removed from the further provisions register of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations Contributors with respect to any particular class or series of Membership such redeemed Units. The Investment Manager shall cause the Units issued not redeemed by the Fund during the Term to be redeemed as soon as practicable after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect Term comes to the Membership Units acquired on end. Subject to Clause 10 of this Agreement, the redemption of units shall be effected at the prevailing valuation or contemporaneously with the Effective Date, or (ii) on or after at such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in as the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member Investment Manager may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Memberdeem appropriate.

Redemption of Units. (1) Subject 1)Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.

Redemption of Units. A Unitholder shall not have the right to tender any Unit(s) owned by him or her to the Trustee until the Mandatory Termination Date. However, Depositor-Sponsor, in its sole discretion, may authorize the Trustee to redeem Unit(s). A Unitholder shall inform the Trustee in writing of the Unitholder's desire to have the Trustee redeem Unit(s) owned by the Unitholder. The Trustee shall inform the Depositor-Sponsor in writing of any Unitholder's desire to have his or her Unit(s) redeemed ("Redemption Notice"). The Depositor-Sponsor shall notify the Trustee in writing of its decision to redeem such Unit(s) no later than 30 days after receipt of the Redemption Notice. The Depositor-Sponsor reserves the right to charge a reasonable redemption fee to any Unitholder who is permitted to redeem his or her Unit(s) at the discretion of the Depositor-Sponsor and to deduct any taxes or changes incurred by the Trustee in connection with the redemption from the Unitholder's redemption funds. The determination of the Unit Value shall be based solely upon the most recent Evaluation outstanding as of on the date of the Redemption Notice. The Trustee and Depositor-Sponsor shall not be liable in any way for any loss which may result from reduction of the value of the Unit. EXCEPT AS SPECIFICALLY DIRECTED BY THE DEPOSITOR-SPONSOR, THE TRUSTEE IS NOT EMPOWERED TO SELL THE SECURITIES OF THE TRUST IN ORDER TO MAKE FUNDS AVAILABLE FOR REDEMPTION IF FUNDS ARE NOT OTHERWISE AVAILABLE IN THE CAPITAL ACCOUNT TO MEET REDEMPTIONS. In the event any Unit(s) are tendered by a Unitholder and accepted by the Depositor-Sponsor pursuant to this Section, the Trustee shall, no later than 60 days after the date the Depositor-Sponsor notifies the Trustee of its decision to authorize the Trustee to redeem the Unit(s), (1) Subject liquidate Securities, other than the Assignment of Rents, in order to receive upon such liquidation an amount expected to equal the Redemption Value due and owing to such redeeming Unitholder, and (2) deliver funds equal to the Redemption Value to the Depositor-Sponsor who shall promptly remit the same to the redeeming Unitholder and (3) debit the amount of such Redemption Value from the Capital Account. Unit Certificates evidencing Units redeemed pursuant to this Section 11.3(d) 5.3 shall be cancelled by the Trustee and the further provisions Unit or Units evidenced by such Unit Certificates shall be terminated by such redemption. In the event that a Unit Certificate shall be tendered representing a number of Units greater than those requested to be redeemed by the Unitholder, the Trustee shall issue to such Unitholder, provided such Unitholder requests such Units be certificated, upon payment of any tax or charges of the character referred to in this Section 4.2(e5.3, a new Unit Certificate evidencing the Units representing the balance of the Unit Certificate so tendered and not redeemed. Upon the redemption of any Unit(s), and except the Depositor-Sponsor, through NASD broker-dealers, may sell additional Units in the Trust to other qualified purchaser(s) in accordance with all applicable securities laws. In such an event, the Depositor-Sponsor shall deposit either the net proceeds or additional Securities in the Trust so that no Unitholder's ownership interest in the Trust shall be diluted as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion result of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form issuance of the Cash Amount to be paid by the Company. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered new Units”); provided, further, that in the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 4.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.