Common use of Closing of Repurchase Clause in Contracts

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall a repurchase transaction will take place on the date date(s) designated by the Company in the Repurchase Notice or and Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after as the delivery of the later of either such notice to be deliveredcase may be. The Company will pay for any Option Shares to be purchased pursuant to a Repurchase Option by first offsetting any amounts outstanding under any bona fide debts owed by Executive (or one or more of Executive’s transferees, other than the Executive Securities Company, Parthenon, or a bona fida purchaser following a Public Offering or a Sale of the Company) to the Company or any of its Affiliates and will pay the remainder of the purchase price b a certified or cashier’s check or wire transfer of funds in the aggregate amount of the purchase price for such Option Shares. Parthenon will pay for Option Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive (or one or more of Executive’s transferees, other than the Company, Parthenon or a bona fida purchaser following a Public Offering or a Sale of the Company) to the Company Parthenon or any of its Subsidiaries, Affiliates and will pay the remainder of the purchase price by, at its option, (i) by a certified or cashier’s check or wire transfer of fundsfunds in the aggregate amount of the purchase price for such Option Shares. Executive acknowledges that all repurchases of Option Shares will be subject to applicable restrictions and covenants contained in applicable law and in the Company’s and its affiliates financing agreements. Notwithstanding anything to the contrary contained herein, if (iiA) any such restrictions or covenants contained in such financing agreements or applicable law prohibit the repurchase by cash of Option Shares hereunder which the Company is otherwise entitled to make, or such repurchase for cash would result in a default or acceleration under such financing agreements, or (B) the issuance of a subordinated promissory note of Company does not have adequate cash availability (as determined in its sole discretion) (collectively, the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase NoteRepurchasing Circumstances”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, then the Company hereby agrees will not be required to make such repurchase (and may defer making such repurchase even though it has exercised the Repurchase Option) until promptly following the date that (x) it shall not make any Distributions pursuant the Repurchasing Circumstances cease to Section 4.1(a) exist or until the completion of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under nine month period following the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubtEvent, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementwhichever is earlier.

Closing of Repurchase. The closing of the purchase of the Executive Securities Shares pursuant to the Repurchase Option this Section 5 shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Purchase Notice, which date shall not be more than one month nor less than five 15 days after the delivery of the later Purchase Notice; provided, that the closing of either the purchase of the Shares pursuant to this Section 5 shall be tolled for so long as any third-party financing agreement or any other material agreement of the Company and/or any of its Subsidiaries prohibits the Company from purchasing such notice Shares. All repurchases of Shares pursuant to this Section 5 shall be deliveredsubject to all applicable restrictions under applicable law or contained in the Company’s and its Subsidiaries’ third-party financing agreements. The Company will may pay for the Executive Securities Shares to be purchased by it pursuant to this Section 5, as follows: (i) any Unreturned Common B Capital Amount (A) by cash payable by delivery of a check or a wire transfer of immediately available funds, (B) the Repurchase Option by first offsetting amounts outstanding under cancellation of any bona fide debts indebtedness owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, or (iC) a check or wire transfer combination of funds(A) and (B) above as determined by the Board of Directors, (ii) if the repurchase price is equal to Fair Value of the Common B Shares and such Fair Value exceeds the Unreturned Common B Capital Amount, the amount of such excess shall be paid by the issuance of a subordinated promissory note of or notes in the Company or a Subsidiary of form attached hereto as Exhibit D (the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities . The Company may assign its rights under this Section 5 to any of a number of a new class its Subsidiaries or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) member of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and Apax Group (yor its designee) in the event of a Sale of the Company, all obligations under the so long as any Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of is issued or guaranteed by the Company. For the avoidance The purchasers of doubt, nothing contained herein Shares hereunder shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementsale.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall a repurchase transaction will take place on the date date(s) designated by the Company in the Repurchase Notice or and Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after as the delivery of the later of either such notice to be deliveredcase may be. The Company will pay for any Option Shares to be purchased pursuant to a Repurchase Option by first offsetting any amounts outstanding under any bona fide debts owed by Executive (or one or more of Executive’s transferees, other than the Executive Securities Company, Parthenon, or a bona fida purchaser following a Public Offering or a Sale of the Company) to the Company or any of its Affiliates and will pay the remainder of the purchase price by a certified or cashier’s check or wire transfer of funds in the aggregate amount of the purchase price for such Option Shares. Parthenon will pay for Option Shares to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive (or one or more of Executive’s transferees, other than the Company, Parthenon or a bona fida purchaser following a Public Offering or a Sale of the Company) to the Company Parthenon or any of its Subsidiaries, Affiliates and will pay the remainder of the purchase price by, at its option, (i) by a certified or cashier’s check or wire transfer of fundsfunds in the aggregate amount of the purchase price for such Option Shares. Executive acknowledges that all repurchases of Option Shares will be subject to applicable restrictions and covenants contained in applicable law and in the Company’s and its affiliates financing agreements. Notwithstanding anything to the contrary contained herein, if (iiA) any such restrictions or covenants contained in such financing agreements or applicable law prohibit the repurchase by cash of Option Shares hereunder which the Company is otherwise entitled to make, or such repurchase for cash would result in a default or acceleration under such financing agreements, or (B) the issuance of a subordinated promissory note of Company does not have adequate cash availability (as determined in its sole discretion) (collectively, the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase NoteRepurchasing Circumstances”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, then the Company hereby agrees will not be required to make such repurchase (and may defer making such repurchase even though it has exercised the Repurchase Option) until promptly following the date that (x) it shall not make any Distributions pursuant the Repurchasing Circumstances cease to Section 4.1(a) exist or until the completion of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under nine month period following the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubtEvent, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementwhichever is earlier.

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) distributing to the holder one or more classes of securities issued by a Subsidiary of the Company provided that promptly following such distribution the Subsidiary that issued the distributed securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), (iii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), which interest shall be payable upon maturity of the note, and becoming due and payable upon the earlier to occur of a Sale of the Company or the liquidation and dissolution of the Company, (iiiiv) the issuance issuing in exchange for such securities of a number of a new class or series the Company’s Class B-2 Units (having the rights and preferences set forth in the LLC Agreement) equal to (A) the aggregate portion of the repurchase price for such Incentive Units or other Company Equity Securities that are senior determined in accordance with this Section 3(f) to be paid by the other existing issuance of Class B-2 Units and bearing a yield divided by (B) 1,000, and, for purposes of 8% per annumthe LLC Agreement, compounded quarterlyeach such Class B-2 Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class B-2 Unit equal to $1,000, or (ivv) any combination of (i), (ii), (iii) and (iiiiv) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the GTCR Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement. By way of example only for the purpose of clarifying the mechanics of clause (iii) of Section 3(f), if the Company intends to repurchase Incentive Units consisting of 300,000 Class B Incentive Units by issuance of Class B-2 Units and the aggregate repurchase price for such Class B Incentive Units determined in accordance with this Section 3(f) is $400,500, then the Company would issue to Employee 400.5 Class B-2 Units, and, for purposes of the LLC Agreement, each whole Class B-2 Unit issued to Employee would as of its issuance be deemed to have Capital Contributions made for such Class B-2 Unit of $1,000, and the Capital Contributions made for the one-half Class B-2 Unit would be $500.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall any such repurchase transaction will take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall will not be more than one month nor less than five 60 days after the delivery of the later of either such notice to be deliverednotice. The Company will pay for the Executive Securities any shares of Issued Stock to be purchased by it the Company pursuant to the a Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, delivery (i) of a check payable to or by wire transfer to an account or account(s) designated by the holder(s) of funds, such shares of Issued Stock in an aggregate amount equal to one-third of the aggregate repurchase price ("Repurchase Price") for such shares ---------------- of Issued Stock and (ii) the issuance of a subordinated promissory note of or notes for an aggregate principal amount equal to the Company or a Subsidiary of the Company remaining unpaid Repurchase Price and payable in up to three two equal annual installments beginning on the first anniversary of the closing of such repurchase purchase and bearing interest (payable quarterly) at a rate per annum rate equal to 8% (a “Repurchase Note”), (iiithe then prevailing "prime rate". Any notes issued by the Company pursuant to this Section 5.7(c) will be subject to any restrictive covenants to which the issuance in exchange for Company is subject at the time of such securities of a number of a new class or series of Units or other Company Equity Securities that are senior purchase. Notwithstanding anything to the other existing Units contrary contained in this Plan, all repurchases of shares of Issued Stock by the Company will be subject to applicable restrictions contained in the Virginia Stock Corporation Act and bearing a yield in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of 8% per annum, compounded quarterly, or (iv) any combination shares of (i), (ii) and (iii) as Issued Stock hereunder which the Board may elect in its discretion. In the event the Board elects Company is otherwise entitled to repurchase the Executive Securities through the issuance of a Repurchase Notemake, the Company hereby agrees that (x) may make such repurchases as soon as it shall not make any Distributions pursuant is permitted to Section 4.1(a) of the LLC Agreement unless and until do so under such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of fundsrestrictions. The Company and the Investors will be entitled to receive customary representations and warranties from each seller regarding the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoingof shares of Issued Stock, including, but not limited to, the Company mayrepresentation that such seller has good and marketable title to such shares of Issued Stock to be transferred free and clear of all liens, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementclaims and other encumbrances.

Closing of Repurchase. The closing Repurchasing Closing will take place on the Repurchase Closing date designated in the applicable Repurchase Notice or Election Notice, as the case may be, which date will not be more than sixty (60) days after the delivery of such notice; provided, that, if such Repurchase Notice or Election Notice is delivered either during the third or fourth fiscal quarter of the Company, the Repurchase Closing Date shall be automatically delayed until GAAP quarterly financial statements have been prepared for such fourth fiscal quarter, and the applicable purchase of price for the Executive Securities vested Options and/or Award Stock to be purchased pursuant to the Repurchase Option shall take place be determined using the Fair Market Value on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be deliveredClosing Date. The Company and/or the Sponsors, as the case may be, will pay for the Executive Securities vested Options and/or Award Stock to be purchased by it pursuant to the Repurchase Option by first delivery of a check payable to the holder(s) of vested Options and/or Award Stock or a wire transfer of immediately available funds. In addition, the Company may pay the repurchase price by offsetting such amounts outstanding under against any bona fide debts owed by Executive the Participant to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and and/or the Investors Sponsors as the case may be, will be entitled to receive customary representations and warranties from each seller regarding the sellers regarding sale of vested Options and/or Award Stock including, but not limited to, the representation that such sale seller has good and marketable title to the vested Options and/or Award Stock to be Transferred free and clear of all liens, claims and other encumbrances, and will be entitled to require that all sellers’ signatures be guaranteedguaranteed by a national bank or reputable securities broker. Notwithstanding In the foregoingevent that the Fair Market Value has increased or decreased from the date on which it is determined to the date of closing pursuant to this Section 2(e), then the Company may, at its option, effect repurchases applicable repurchase price(s) shall be recalculated using the Fair Market Value as contemplated by Section 4.7 of the LLC AgreementRepurchase Closing.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall transactions contemplated by this Section 6 will take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five 60 days after the delivery of such notice. The amount of the later of either such notice repurchase price to be deliveredpaid for any Director Units to be purchased by the Company pursuant to a Repurchase Option shall be determined pursuant to Section 6(a) hereof and the aggregate amount of such repurchase price shall be referred to herein as the “Aggregate Repurchase Price.” The Company will pay the applicable Aggregate Repurchase Price for any Director Units to be purchased by the Company pursuant to a Repurchase Option by delivery of a check payable to or by wire transfer to an account or account(s) designated by the holder(s) of such Director Units in an aggregate amount equal to the applicable Aggregate Repurchase Price for such Director Units. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Director Units by the Company pursuant to this Repurchase Option will be subject to applicable restrictions contained under applicable law (including Delaware law) and in the Company’s and the other WellCare Companies’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Director Units pursuant to this Section 6 which the Company is otherwise entitled to make, the Company August make such repurchases as soon as it is permitted to do so under such restrictions. The Company will pay for receive from each seller regarding the Executive Securities sale of Director Units the representation that such seller has good and marketable title to such Director Units and that such Director Units will be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive transferred to the Company or any free and clear of its Subsidiariesall liens, claims and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementencumbrances.

Closing of Repurchase. The closing of the any purchase of the Executive Securities Shares owned by such Shareholder and/or such Transferee pursuant to the Repurchase Option this Article 3 shall take place at the principal office of the Company not earlier than thirty (30) nor later than forty-five (45) days after the date of the written notice by a Shareholder and/or a Transferee of the exercise of his right to sell, and the date of the Company's written notice of the exercise of its right to purchase such Shares pursuant to this Article 3. At the closing of any purchase of Shares pursuant to this Article 3, such Shareholder (or his personal representative, executor or administrator, or such Transferee, as the case may be) shall deliver all stock certificates representing the Shares to be purchased, properly endorsed for transfer, and the Company shall pay the transferor at such time and against delivery of the Shares (a) the aggregate purchase price for the Shares being purchased; provided, however, if the Board of Directors of the Company shall determine in good faith that payment of the entire aggregate purchase price for the Shares is not permitted by the Company's loan agreements or would constitute an unlawful distribution by the Company, then the Company shall have the right, if the Company's loan agreements permit the Company to incur the indebtedness created by such deferred payment, to pay for such Shares by executing and delivering to such Shareholder (or his personal representative, executor or administrator or such Transferee, as the case may be), the Company's unsecured promissory note for the aggregate purchase price. Such note shall be payable to the order of the transferor and shall bear interest at the annual rate of interest equal to the annual rate of interest the Company is paying on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase on borrowings from its senior lenders, with accrued and bearing unpaid interest (being due on each principal installment payment date. To the extent that the loan agreements to which the Company is a party permit the payment annually of an amount greater than the aggregate amount then payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class annually under any note or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) notes issued as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Noteabove provided, the Company hereby agrees that shall use its best efforts to obtain the consent (x) it shall not make any Distributions pursuant to Section 4.1(aif required) of the LLC Agreement unless lenders who are parties to such loan agreements to permit such additional amounts to be applied in prepayment of any such note or notes, and until if such Repurchase Note, including consent is obtained (or if no such consent is required) the Company shall pay such additional amounts in prepayment of such note or notes (with such prepayment being made pro rata based upon the outstanding principal amount of all interest accrued and unpaid thereon, is repaid in full and (y) such notes in the event more than one such note shall be outstanding), with any such prepayment being applied in inverse order of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementmaturity.

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) distributing to the holder one or more classes of securities issued by a Subsidiary of the Company provided that promptly following such distribution the Subsidiary that issued the distributed securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), (iii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), which interest shall be payable upon maturity of the note, and becoming due and payable upon the earlier to occur of a Sale of the Company or the liquidation and dissolution of the Company, (iiiiv) the issuance issuing in exchange for such securities of a number of a new class or series the Company’s Class B-2 Units (having the rights and preferences set forth in the LLC Agreement) equal to (A) the aggregate portion of the repurchase price for such Incentive Units or other Company Equity Securities that are senior determined in accordance with this Section 3(f) to be paid by the other existing issuance of Class B-2 Units and bearing a yield divided by (B) 1,000, and, for purposes of 8% per annumthe LLC Agreement, compounded quarterlyeach such Class B-2 Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class B-2 Unit equal to $1,000, or (ivv) any combination of (i), (ii), (iii) and (iiiiv) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the GTCR Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement. By way of example only for the purpose of clarifying the mechanics of clause (iii) of Section 3(f), if the Company intends to repurchase Incentive Units consisting of 300,000 Class D Units by issuance of Class B-2 Units and the aggregate repurchase price for such Class D Units determined in accordance with this Section 3(f) is $400,500, then the Company would issue to Employee 400.5 Class B-2 Units, and, for purposes of the LLC Agreement, each whole Class B-2 Unit issued to Employee would as of its issuance be deemed to have Capital Contributions made for such Class B-2 Unit of $1,000, and the Capital Contributions made for the one-half Class B-2 Unit would be $500.

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) distributing to the holder one or more classes of securities issued by a Subsidiary of the Company provided that promptly following such distribution the Subsidiary that issued the distributed securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), (iii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), which interest shall be payable upon maturity of the note, and becoming due and payable upon the earlier to occur of a Sale of the Company or the liquidation and dissolution of the Company, (iiiiv) the issuance issuing in exchange for such securities of a number of a new class or series the Company’s Class B-2 Units (having the rights and preferences set forth in the LLC Agreement) equal to (A) the aggregate portion of the repurchase price for such Incentive Units or other Company Equity Securities that are senior determined in accordance with this Section 3(f) to be paid by the other existing issuance of Class B-2 Units and bearing a yield divided by (B) 1,000, and, for purposes of 8% per annumthe LLC Agreement, compounded quarterlyeach such Class B-2 Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class B-2 Unit equal to $1,000, or (ivv) any combination of (i), (ii), (iii) and (iiiiv) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.of

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by a check for or wire transfer of immediately available funds; provided, however, if the Company determines that the payment of all or any portion of the Units in cash would constitute a breach of, default or event of default under, or is otherwise prohibited by a loan or financing agreements or instruments of the Company or its subsidiaries or affiliates, then the Company may pay for the Units by, at its option, by (i) distributing to the holder one or more classes of securities issued by a check Subsidiary of the Company provided that, within 45 days after the date originally designated by the Company for the closing of the purchase, the Subsidiary that issued the distributed securities shall redeem or wire transfer repurchase such securities from such holder for an amount of fundscash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), or (ii) the issuance of issuing a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), (iii) which interest shall be payable upon maturity of the issuance in exchange for such securities note, and becoming due and payable upon the earlier to occur of a number Sale of a new class the Company or series the liquidation and dissolution of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterlyCompany, or (iviii) any combination of (i), (ii) and (iiiii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the GTCR Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall Closing will take place on the date designated by the Company in the applicable Repurchase Notice or Supplemental Repurchase Notice, as the case may be, which date shall will not be more than one month nor less than five thirty (30) days after the delivery of the later of either such notice to be deliverednotice. The Company and/or the Investors, as the case may be, will pay for the Executive Securities Repurchase Shares to be purchased by it pursuant to the Repurchase Option by first delivery of a check payable to the holder(s) of Repurchase Shares or a wire transfer of immediately available funds. In addition, the Company may pay the purchase price for such Repurchase Shares by offsetting such amounts outstanding under against any bona fide debts owed by Executive the Stockholder to the Company. The Company or any of its Subsidiariesand/or the Investors, and as the case may be, will pay the remainder of the purchase price by, at its option, (i) receive, and the holder(s) of Repurchase Shares will give, representations and warranties regarding the holder’s (A) good and valid title to the Repurchase Shares being Transferred; (B) the absence of liens, claims and other encumbrances with respect to the Repurchase Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the legal capacity and authority for, and validity, binding effect and enforceability of, any agreement entered into by such holder in connection with the Transfer of such Repurchase Shares; (E) all required consents and approvals to the holder’s Transfer of such Repurchase Shares having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the holder as a check or wire transfer result of funds, such holder’s conduct in connection with the Transfer of the Repurchase Shares and (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellersholder(s) of Repurchase Shares’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated guaranteed by Section 4.7 of the LLC Agreementa national bank or reputable securities broker.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor Repurchasing Unitholder will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors Repurchasing Unitholders will be entitled to receive customary representations and warranties and a customary release from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.

Closing of Repurchase. The Company and the Investor shall close the repurchase on or before the later to occur of, (i) 90 days after the Company’s receipt of the Put Option Notice or (ii) 60 days after the determination of the appraisal price under Section 5.2(b). On or before the closing, the Company and the Investor shall enter into a mutually acceptable repurchase agreement under which (y) the Company shall pay the Repurchase Price to the Investor in cash, and (z) the Investor shall surrender to the Company the applicable certificates evidencing the Shares being repurchased. If the Company is not able to pay the Repurchase Price in cash to the Investor at the closing of the repurchase, then the closing shall be delayed and the Company shall undertake its best efforts during the 120-day period immediately following the scheduled closing of the purchase so that such amounts may be paid in full in cash. If, notwithstanding such efforts, the Company is unable to repurchase all of the Executive Securities pursuant Shares the Investor elected to the Repurchase Option shall take place on the date designated by have the Company repurchase under the Put Option in cash within such 120-day period, the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities maximum portion of such Repurchase Price to be purchased Investor in cash, and shall pay the remaining portion of the Repurchase Price by it pursuant issuing to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Investor a fully amortizing note with a term to the Company or any of its Subsidiariesmaturity not to exceed one year, and will pay the remainder of the purchase price by, accruing interest at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three an annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 812.00% per annum payable in equal monthly payments of principal and interest and with customary terms, conditions, benefits and protections. Notwithstanding anything contained in this Section 5.2(d) to the contrary, if the Company is not able to pay the Repurchase Price in full in cash either at the scheduled closing or delayed closing, the Investor may rescind the repurchase (a “Repurchase Note”or any portion thereof) at the Investor’s sole election. If the Company fails to satisfy its obligations pursuant to this Section 5.2(d), (iii) the issuance Investor may pursue any and all rights and remedies at law or in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementequity.

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) distributing to the holder one or more classes of securities issued by a Subsidiary of the Company provided that promptly following such distribution the Subsidiary that issued the distributed securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), (iii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), which interest shall be payable upon maturity of the note, and becoming due and payable upon the earlier to occur of a Sale of the Company or the liquidation and dissolution of the Company, (iiiiv) the issuance issuing in exchange for such securities of a number of a new class or series the Company’s Class B-2 Units (having the rights and preferences set forth in the LLC Agreement) equal to (A) the aggregate portion of the repurchase price for such Incentive Units or other Company Equity Securities that are senior determined in accordance with this Section 3(f) to be paid by the other existing issuance of Class B-2 Units and bearing a yield divided by (B) 1,000, and, for purposes of 8% per annumthe LLC Agreement, compounded quarterlyeach such Class B-2 Unit shall as of its issuance be deemed to have Capital Contributions made with respect to such Class B-2 Unit equal to $1,000, or (ivv) any combination of (i), (ii), (iii) and (iiiiv) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the GTCR Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement. By way of example only for the purpose of clarifying the mechanics of clause (iii) of Section 3(f), if the Company intends to repurchase Incentive Units consisting of 300,000 Class D Units by issuance of Class B-2 Units and the aggregate repurchase price for such Class D Units determined in accordance with this Section 3(f). is $400,500, then the Company would issue to Employee 400.5 Class B-2 Units, and, for purposes of the LLC Agreement, each whole Class B-2 Unit issued to Employee would as of its issuance be deemed to have Capital Contributions made for such Class B-2 Unit of $1,000, and the Capital Contributions made for the one-half Class B-2 Unit would be $500.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall transactions contemplated by this Section 7 will take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five 60 days after the delivery of such notice. The amount of the later of either such notice repurchase price to be deliveredpaid for any Issued Units to be purchased by the Company pursuant to a Repurchase Option shall be determined pursuant to Section 7(a) hereof and the aggregate amount of such repurchase price shall be referred to herein as the “Aggregate Repurchase Price.” The Company will pay the applicable Aggregate Repurchase Price for any Issued Units to be purchased by the Company pursuant to a Repurchase Option by delivery of a check payable to or by wire transfer to an account or account(s) designated by the holder(s) of such Issued Units in an aggregate amount equal to the applicable Aggregate Repurchase Price for such Issued Units. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Issued Units by the Company pursuant to this Repurchase Option will be subject to applicable restrictions contained under applicable law (including Delaware law) and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Units pursuant to this Section 7 which the Company is otherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. The Company will pay for receive from each seller regarding the Executive Securities sale of Issued Units the representation that such seller has good and marketable title to such Issued Units and that such Issued Units will be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive transferred to the Company or any free and clear of its Subsidiariesall liens, claims and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreementencumbrances.

Closing of Repurchase. The closing of the purchase of the Executive Securities Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive Employee to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by a check for or wire transfer of immediately available funds; provided, however, if the Company determines that the payment of all or any portion of the Units in cash would constitute a breach of, default or event of default under, or is otherwise prohibited by a loan or financing agreements or instruments of the Company or its subsidiaries or affiliates, then the Company may pay for the Units by, at its option, by (i) distributing to the holder one or more classes of securities issued by a check Subsidiary of the Company provided that, within 45 days after the date originally designated by the Company for the closing of the purchase, the Subsidiary that issued the distributed securities shall redeem or wire transfer repurchase such securities from such holder for an amount of fundscash equal to the repurchase price of the Employee Securities so repurchased (which Transfer the Company and the holder will treat as a distribution of securities of the Subsidiary under Code Section 731(a)), or (ii) the issuance of issuing a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal determined by the Board in its sole discretion (provided that such rate shall not be less than the prime rate as published in The Wall Street Journal from time to 8% (a “Repurchase Note”time), (iii) which interest shall be payable upon maturity of the issuance in exchange for such securities note, and becoming due and payable upon the earlier to occur of a number Sale of a new class the Company or series the liquidation and dissolution of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterlyCompany, or (ivB) any combination of (i), (ii) and (iiiii)(A) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each GTCR Investor will pay for the Executive Securities Incentive Units purchased by it by a check or wire transfer of funds. The Company and the GTCR Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.

Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8[●]% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.