Common use of Mandatory Repurchase Clause in Contracts

Mandatory Repurchase. Upon a repurchase of any CCI Notes by CCI or other Holder pursuant to Article 11 of the Indenture, Obligor shall repurchase a portion of this Mirror Note equal to 100% of the aggregate principal amount of the CCI Notes so repurchased plus interest accrued on this Mirror Note to the date of such repurchase by CCI, to but excluding the Repurchase Date (the "Mirror Repurchase Price"); provided, however, that installments of interest on the portion of this Mirror Note whose Stated Maturity is on or prior to the Repurchase Date shall be payable to CCI according to the terms of this Mirror Note. If the repurchase price of the CCI Notes is paid in shares of Common Stock pursuant to Section 11.01 of the Indenture, then the Mirror Repurchase Price shall be paid by the delivery of that number of Membership Units to CCI equal to the number of shares of Common Stock issued by Holder to repurchase the CCI Notes; provided that in the event a One-for-One Event occurs, Obligor will issue the number of Membership Units with a fair market value equal to the number of shares of Common Stock issued to repurchase the CCI Notes. Whenever there is a reference, in any context, to the principal of this Mirror Note as of any time, such reference shall be deemed to include reference to the Mirror Repurchase Price payable in respect of amounts outstanding under this Mirror Note to the extent that such Mirror Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Mirror Note shall not be construed as excluding the Mirror Repurchase Price in those provisions of this Mirror Note when such express mention is not made.

Mandatory Repurchase. Upon Subject to Section 3.04 below, on the date which is the earlier of: the date which is fifteen (15) days following such date that the District receives a repurchase notice from Firstrust that an event of default has occurred under the Firstrust Note, the Loan Agreement, or any CCI Notes other Loan Documents executed in connection therewith, as may be amended, supplemented, restated, or modified from time to time, or the date which is forty-eight (48) months from the date of this Agreement and the District has adopted a resolution to non-renew and cease the sale of its Tax Claims, and only in the event there are Unredeemed Tax Claims held by CCI or other Holder pursuant ▇▇▇ on such date and there is a balance outstanding on the Firstrust Note secured by the Tax Claims, ▇▇▇ will notify the District in writing of: the amount of monies then held by Firstrust on deposit in the Reserve Account and the Clearing Account from funds paid that the Bureau has concluded that under existing law it can only make payment to Article 11 the District available for the payment of the Indentureprincipal and interest on the Maturity Date, Obligor shall repurchase a portion of this Mirror Note equal to 100% of and the aggregate principal amount of the CCI Notes so repurchased plus interest accrued District's Mandatory Repurchase Payment obligation as of the Repurchase Date. The amount set forth in such notice as the District's Mandatory Repurchase Payment obligation shall be due and payable in immediately available funds on this Mirror Note the Repurchase Date, unless and to the date of such repurchase by CCI, to but excluding extent ▇▇▇ receives additional Redemption Payments from the Bureau up through the Repurchase Date (in accordance with Section 3.01 hereof; such Mandatory Repurchase Payment obligation shall be reduced by the "Mirror Repurchase Price"); providedextent of such additional Redemption Payments. Subject to Section 3.04 below, howeverthe District hereby agrees to pay to ▇▇▇ or, that installments of interest on the portion of this Mirror Note whose Stated Maturity is if directed by ▇▇▇, to Firstrust, on or prior before the Repurchase Date, the Mandatory Repurchase Payment. ▇▇▇ hereby agrees to tender and deliver to the District Unredeemed Tax Claims on the Repurchase Date shall be payable upon payment by the District of the Mandatory Repurchase Payment and to CCI according execute any and all documents reasonably required by the District to affect such transfer. The District and ▇▇▇ hereby acknowledge and agree that the District's contractual obligation to make the Mandatory Repurchase Payment and PAM's obligation to tender and deliver the Unredeemed Tax Claims to the terms District set forth in this Section 3.02 are absolute and irrevocable obligations of this Mirror Note. If the repurchase price of the CCI Notes is paid in shares of Common Stock pursuant to Section 11.01 of the Indenture, then the Mirror Repurchase Price shall be paid by the delivery of that number of Membership Units to CCI equal to the number of shares of Common Stock issued by Holder to repurchase the CCI Notes; provided each party and that in the event a One-for-One Event occursof the District's contractual obligation to make Mandatory Repurchase Payment on or before the Repurchase Date matures, Obligor will issue the number of Membership Units with a fair market value equal to the number of shares of Common Stock issued to repurchase the CCI Notes. Whenever there is a reference, in any context, to the principal of this Mirror Note as of any time, such reference District shall be deemed to include reference to the Mirror Repurchase Price payable have pledged its full faith, credit and taxing power in respect of amounts outstanding under this Mirror Note to the extent that such Mirror Repurchase Price is, was or would be so payable at such timeconnection therewith, and express mention the parties hereto agree that the non-defaulting party hereunder shall be entitled to specific performance of the Repurchase Price in any provision defaulting party’s obligations hereunder. The District and ▇▇▇ both acknowledge that Firstrust shall be deemed a third party beneficiary of this Mirror Note Agreement and that ▇▇▇ shall not be construed have the right to assign this Agreement to Firstrust as excluding collateral for the Mirror Repurchase Price in those provisions repayment of this Mirror Note when such express mention is not madethe Firstrust Note.

Mandatory Repurchase. due to a Change of Control Event or Listing Failure Event (put option) (a) Upon the occurrence of a repurchase Change of any CCI Notes by CCI or other Holder Control Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Change of Control Event pursuant to Article 11 Clause 1.1.1(b) (after which time period such right shall lapse) have the right to request that all, or only some, of the Indenture, Obligor shall repurchase its Notes be repurchased at a portion of this Mirror price per Note equal to 100% 101 per cent. of the aggregate principal amount Nominal Amount together with accrued but unpaid Interest. However, such period may not start earlier than upon the occurrence of the CCI Notes so repurchased plus interest accrued on this Mirror Note to Change of Control Event. (b) Upon the occurrence of a Listing Failure Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Listing Failure Event pursuant to Clause 1.1.1(b) (after which time period such right shall lapse) have the right to request that all, or only some, of its Notes be repurchased at a price per Note equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest. (c) The notice from the Issuer pursuant to Clause 1.1.1(b) shall specify the Record Date on which a person shall be registered as a Noteholder to receive interest and principal, the Redemption Date and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. (d) If a Noteholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall, or shall procure that a person designated by the Issuer will, repurchase by CCI, to but excluding the Repurchase Date (relevant Notes and the "Mirror Repurchase Price"); provided, however, that installments of interest repurchase amount shall fall due on the portion Redemption Date specified in the notice given by the Issuer pursuant to Clause 1.1.1(b). The Redemption Date must fall no later than forty (40) Business Days from the end of this Mirror Note whose Stated Maturity is on the period referred to in Clause 9.5(a). (e) The Issuer shall comply with the requirements of any applicable securities laws or prior to the Repurchase Date shall be payable to CCI according to the terms of this Mirror Note. If regulations in connection with the repurchase price of the CCI Notes is paid in shares of Common Stock pursuant to Section 11.01 of the Indenture, then the Mirror Repurchase Price shall be paid by the delivery of that number of Membership Units to CCI equal to the number of shares of Common Stock issued by Holder to repurchase the CCI Notes; provided that in the event a One-for-One Event occurs, Obligor will issue the number of Membership Units with a fair market value equal to the number of shares of Common Stock issued to repurchase the CCI Notes. Whenever there is a referenceTo the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 9.5, in any context, to the principal of this Mirror Note as of any time, such reference Issuer shall comply with the applicable securities laws and regulations and will not be deemed to include reference to the Mirror Repurchase Price payable in respect of amounts outstanding have breached its obligations under this Mirror Note to the extent that such Mirror Repurchase Price is, was or would be so payable at such time, and express mention Clause 9.5 by virtue of the Repurchase Price in any provision of conflict. (f) Any Notes repurchased by the Issuer pursuant to this Mirror Note Clause 9.5 may at the Issuer's discretion be retained or sold (but may not be cancelled). (g) The Issuer shall not be construed as excluding required to repurchase any Notes pursuant to this Clause 9.5, if a third party in connection with the Mirror Repurchase Price occurrence of a Change of Control Event offers to purchase the Notes in those provisions the manner and on the terms set out in this Clause 9.5 (or on terms more favourable to the Noteholders) and purchases all Notes validly tendered in accordance with such offer. If Notes tendered are not purchased with the time limits stipulated in this Clause 9.5, the Issuer shall repurchase any such Notes within five (5) Business Days after the expiry of the time limit. (h) No repurchase of Notes pursuant to this Mirror Note when Clause 9.5 shall be required if the Issuer has given notice of a redemption pursuant to Clause 9.3 (Voluntary total redemption (call option)) provided that such express mention redemption is not madeduly exercised.

Mandatory Repurchase. Upon (a) In the event of a repurchase breach of any CCI Notes -------------------- representation and warranty set forth in Section 4.1(l) before the FCMT -------------- Termination Date RPA Seller shall accept a retransfer of each Principal Receivable to which such breach relates (an "Ineligible Receivable") on the --------------------- date on which such Ineligible Receivable is retransferred to Buyer under Section 2.4(d) of the Pooling and Servicing Agreement on the terms and -------------- conditions set forth below. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the -------------- Pooling and Servicing Agreement. Upon each retransfer to RPA Seller of such Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign and set-over to RPA Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Ineligible Receivable, all monies due or to become due with respect thereto, all proceeds thereof and Insurance Proceeds relating thereto. The Buyer shall execute such documents and instruments of transfer and take such other actions as shall reasonably be requested by CCI or other Holder RPA Seller to effect the transfer of such Ineligible Receivable pursuant to Article 11 this subsection. The obligation of RPA Seller to accept retransfer of any Ineligible Receivable shall constitute the sole remedy respecting any breach of the Indenturerepresentations and warranties set forth in Section 4.1(l)) with respect to such Receivable available to the --------------- Buyer, Obligor Certificateholders or the Trustee on behalf of Certificateholders (as defined in the Pooling and Servicing Agreement). (b) In the event of a breach of any representation and warranty set forth in Section 4.1(l) on and after the FCMT Termination Date, then RPA -------------- Seller shall repurchase a portion accept reassignment of all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in this Mirror Note equal ---------------------- paragraph on the date on which such Ineligible Receivables are reassigned to 100% Buyer under Section 2.4(d) of the aggregate principal amount Transfer and Servicing Agreement. If -------------- the exclusion of an Ineligible Receivable from the calculation of the CCI Notes so repurchased plus interest accrued Seller Amount would cause the Seller Amount to be less than the Minimum Seller Amount, then RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer, on this Mirror Note to the date of retransfer of such repurchase by CCIIneligible Receivable, to make a deposit in the Collection Account in an amount equal to the Shortfall Amount as required under Section 2.4(d) of the Transfer and Servicing Agreement. The amounts -------------- so deposited are to be treated for all purposes hereof as Collections on such Ineligible Receivables. Upon reassignment of any Ineligible Receivable, the Buyer shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to RPA Seller or its designee, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Ineligible Receivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable shall be treated by the Buyer as collected in full as of the date on which it was transferred. The obligation of RPA Seller to accept reassignment of any Ineligible Receivables conveyed to the Buyer by RPA Seller, and to make payments to Buyer to enable Buyer to make the deposits, if any, required to be made to the Collection Account as provided in Section 2.4(d) of the Transfer and Servicing Agreement, shall -------------- constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the RPA Seller to effect the conveyance of such Ineligible Receivables pursuant to this Section 6.1(b), -------------- but excluding only upon receipt of an Officer's Certificate from RPA Seller that states that all conditions set forth in Section 5.1 have been satisfied. ----------- (c) In the Repurchase event of a breach of any representation and warranty set forth in Section 4.1(e), (j), (k) or (r) before the FCMT Termination Date, ------------- --- --- --- RPA Seller shall be obligated to accept retransfer of all of the Principal Receivables on the date on which the Receivables are retransferred to Buyer under Section 2.4(e) of the Pooling and Servicing Agreement. RPA Seller -------------- shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to deposit on the Transfer Date (as defined in the "Mirror Repurchase Price"); provided, however, that installments Pooling and Servcing Agreement) (in next day funds) for the related Distribution Date (as defined in the Pooling and Servcing Agreement) an amount equal to the deposit amount as required under Section 2.4(e) of interest the Pooling and Servcing Agreement on the portion terms and conditions set forth below. On the Distribution Date following the Transfer Date on which such amount has been deposited by Buyer in full into the Distribution Account, the Receivables and all monies due or to become due with respect thereto and all proceeds of this Mirror Note whose Stated Maturity is on or prior to the Repurchase Date Receivables and Insurance Proceeds relating thereto shall be payable transferred to CCI according RPA Seller, and the Buyer shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be reasonably requested by RPA Seller to vest in RPA Seller, or its designee or assignee, all right, title and interest of the terms of this Mirror NoteBuyer in, to and under the Receivables, all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If RPA Seller is obligated to accept a retransfer as provided above, the repurchase price obligation of RPA Seller to accept a retransfer of the CCI Notes is paid in shares of Common Stock Receivables pursuant to Section 11.01 6.1(c) -------------- shall constitute the sole remedy respecting a breach of the Indenturerepresentations and warranties contained in Section 4.1(e) available to the Buyer. -------------- (d) On and after the FCMT Termination Date, then the Mirror Repurchase Price if any representation or warranty of a RPA Seller set forth in Section 4.1(e), (j), (k) or (s) is -------------- --- --- --- not true and correct in any material respect, RPA Seller shall be paid by obligated to accept such reassignment on the delivery date on which the Receivables are reassigned to Buyer under Section 2.4(e) of that number the Transfer and Servicing -------------- Agreement on the terms set forth in this paragraph. RPA Seller shall pay Buyer a sufficient amount in immediately available funds in time to enable Buyer to deposit in the Collection Account in immediately available funds not later than 1:00 p.m., New York City time, on the Transfer Date for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under Section 2.4(e) of Membership Units to CCI the Transfer and -------------- Servicing Agreement, in payment for such reassignment, an amount equal to the number deposit amount for the reassignment as required under Section 2.4(e) of shares -------------- the Transfer and Servicing Agreement. If RPA Seller is obligated to accept a reassignment of Common Stock issued by Holder the Receivables as provided above, the obligation of RPA Seller to repurchase accept such reassignment pursuant to this Section 6.1(d) and to -------------- make payments to Buyer to enable Buyer to make the CCI Notes; deposit required to be made to the Collection Account as provided that in Section 2.4(e) of the Transfer and Servicing Agreement shall constitute the sole remedy respecting an event of the type specified in the event a One-for-One Event occurs, Obligor will issue the number of Membership Units with a fair market value equal to the number of shares of Common Stock issued to repurchase the CCI Notes. Whenever there is a reference, in any context, to the principal first sentence of this Mirror Note as of any time, such reference shall be deemed to include reference to the Mirror Repurchase Price payable in respect of amounts outstanding under this Mirror Note to the extent that such Mirror Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Mirror Note shall not be construed as excluding the Mirror Repurchase Price in those provisions of this Mirror Note when such express mention is not made.Section 6.1(d)

Mandatory Repurchase. Upon With respect to any Purchased Asset, within three (3) Business Days after the earlier to occur of (i) Seller obtaining knowledge that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset or (ii) receipt of written notice from 4895-1210-4939v.10 Purchaser that a Mandatory Early Repurchase Event has occurred and is continuing with respect to a Purchased Asset (such date, the “Mandatory Early Repurchase Date” and such notice, the “Mandatory Early Repurchase Notice”), Seller shall be required to terminate the relevant Transaction and repurchase of any CCI Notes by CCI or other Holder pursuant such Purchased Asset and pay to Article 11 of the Indenture, Obligor shall repurchase a portion of this Mirror Note Purchaser cash in an amount equal to 100% of the aggregate principal amount of the CCI Notes so repurchased plus interest accrued on this Mirror Note to the date of such repurchase by CCI, to but excluding the Repurchase Date (the "Mirror Repurchase Price")Price for such Purchased Asset; provided, howeverthat if Seller notifies Purchaser in writing that it does not have sufficient cash on hand to repurchase such Purchased Asset by the third (3rd) Business Day following the Business Day on which Seller receives from Purchaser the applicable Mandatory Early Repurchase Notice, that installments then Seller shall have until the close of interest business on the portion of this Mirror Note whose Stated Maturity is eleventh (11th) Business Day following the Business Day on or prior which Seller received the Mandatory Early Repurchase Notice to terminate the relevant Transaction and repurchase such Purchased Asset and pay to Purchaser cash in an amount equal to the Repurchase Date shall be payable Price for such Purchased Asset so long as Seller (x) makes a cash payment towards the obligation to CCI according pay the Repurchase Price of such Purchased Asset within three (3) Business Days following the Business Day on which Seller received the Mandatory Early Repurchase Notice in an amount equal to all cash on hand then available to Seller and (y) simultaneously with the payment made pursuant to the terms of this Mirror Note. If preceding clause (x) delivers evidence to Purchaser that all such cash on hand has been applied towards the repurchase price of obligation to pay the CCI Notes is paid in shares of Common Stock pursuant to Section 11.01 of the Indenture, then the Mirror Repurchase Price shall be paid by of such Purchased Asset and a capital call notice has been delivered in an amount sufficient to pay the delivery of that number of Membership Units to CCI equal to the number of shares of Common Stock issued by Holder to repurchase the CCI Notes; provided that in the event a One-for-One Event occurs, Obligor will issue the number of Membership Units with a fair market value equal to the number of shares of Common Stock issued to repurchase the CCI Notes. Whenever there is a reference, in any context, to the principal of this Mirror Note as of any time, such reference shall be deemed to include reference to the Mirror Repurchase Price payable in respect of amounts outstanding under this Mirror Note to the extent that such Mirror Repurchase Price is, was or would be so payable at such time, and express mention remainder of the Repurchase Price in any provision (including the delivery of this Mirror Note shall not be construed as excluding the Mirror Repurchase Price in those provisions copies of this Mirror Note when such express mention is not madecapital call notices).