Common use of Repurchase Closing Clause in Contracts

Repurchase Closing. (a) The consummation of the transactions contemplated by each exercise of the Mandatory Repurchase Right (the "Repurchase Closing") shall take place on the date (the "Repurchase Closing Date") that is the later of (i) the date that is the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and the Investors shall agree. The Repurchase Closing shall take place at the principal executive offices of the Company at 10:00 a.m., local time, on the Repurchase Closing Date or at such other location and time as the Repurchaser and the Investors shall agree. At any time during the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEs. (b) At the Repurchase Closing (i) as may be applicable, the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds the Repurchase Price to the Investors. At the Repurchase Closing, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs shall be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created by, through, or under such Investors, other than those arising pursuant to the terms of this Agreement. (c) In addition to the actions described in clause (b) above, if the Repurchase SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee).

Repurchase Closing. (a) The consummation If the Company, GPP or Orgenesis has elected to purchase any of the transactions contemplated by each exercise Management Holder Securities, then the purchase of the Mandatory Repurchase Right such Management Holder Securities pursuant to this Section 3.6 will be completed (the "“Repurchase Closing"”) shall take place on the date (the "Repurchase Closing Date") that is the later of (i) the date that is the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and the Investors shall agree. The Repurchase Closing shall take place at the Company’s principal executive offices of the Company office, at 10:00 a.m., local timeon the thirtieth (30th) day following the date the Company, GPP or Orgenesis provides notice to the Management Holder that the Company, GPP or Orgenesis, as the case may be, are purchasing any of the Management Holder Securities or on such earlier day as designated by the Company, in its sole discretion, upon not less than ten (10) days prior notice to GPP, Orgenesis and the Management Holder. If such date is not a Business Day, then the Repurchase Closing Date or will occur at such other location the same time and time as place on the Repurchaser and next succeeding Business Day. The Company and/or GPP and/or Orgenesis will pay for the Investors shall agree. At any time during the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing DateManagement Holder Securities, at their respective options, by means (a) delivery of notice to the Investorsa cashier’s check or wire transfer of immediately available funds, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEs. or (b) At setoff against any and all obligations (to the extent of such obligations) owed to the Company, its Subsidiaries, GPP, Orgenesis or any of their respective Affiliates, as applicable, by Management Holder. The Company and/or GPP and/or Orgenesis may rescind any exercise of their repurchase rights under this Section 3.6 at any time prior to the Repurchase Closing (i) as may be applicable, the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds the Repurchase Price to the InvestorsClosing. At the Repurchase Closing, in accordance with the above provisions of this Section 4.4(b), Management Holder and any Holder shall deliver a certificate or certificates representing the Repurchase SEs shall Management Holder Securities to be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created by, throughpurchased duly endorsed, or under with stock powers duly endorsed, for transfer, and such Investorsother documents as the Company, GPP or Orgenesis may reasonably request. The Company, GPP and Orgenesis will be entitled to receive customary representations and warranties regarding matters such as ownership, title and authority to sell from the Holders regarding such sale, and to receive such other than those arising evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Management Holder Securities to be purchased pursuant to the terms of this AgreementSection 3.6. (c) In addition to the actions described in clause (b) above, if the Repurchase SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee).

Repurchase Closing. (a) The consummation of On the transactions contemplated by each exercise of the Mandatory Scheduled Repurchase Right (the "Repurchase Closing") shall take place on the date (the "Repurchase Closing Date") that is the later of (i) the date that is the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice Date or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and parties mutually agree upon (such earlier date for all purposes shall be deemed the Investors “Scheduled Repurchase Date”), Seller shall agree. The Repurchase Closing shall (i) if such date is also the Takeout Funding Date, take place at or cause to be taken all actions required to be taken in accordance with the principal executive offices terms of the Company at 10:00 a.m.applicable Takeout Commitment, local timeand (ii) complete the repurchase of the Mortgage Loan by provisional payment the Repurchase Price by transfer of immediately available funds into an account specified by MBF not later than 3:00 p.m. Central Time on such date in an amount equal to an estimate of the Repurchase Price (such estimate to be determined by MBF in its sole discretion based upon the most recent available information with respect to the Mortgage Loan, provided that in no event shall the estimate of the Repurchase Price be less than the Acquisition Price of such Mortgage Loan). Funds received by MBF after said time shall be deemed received on the Repurchase Closing Date or at such other location next Business Day. Seller and time as MBF acknowledge that the Repurchaser and the Investors shall agree. At any time during the time period commencing as provisional payment of the date Repurchase Price described herein will not reflect the final calculation of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEsPrice. (b) At Upon receipt of the provisional payment of the Repurchase Closing Price, MBF (i) as may shall convey to Seller or its designee absolutely, and not by way of collateral assignment, all rights, title and interest in and to the Mortgage Loan free and clear of any lien, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be applicable, made in accordance with the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer requirements of the Repurchase SEs, MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Repurchaser (Mortgage Loan, transfer, or if applicable cause the transfer of, the servicing of such Mortgage Loan to Seller or its assignee) shall tender and pay in immediately available funds designee. Upon receipt of payment of the estimated Repurchase Price to the Investors. At the Repurchase Closingfrom Seller, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs MBF shall be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created by, throughdeliver, or under such Investorscause to be delivered, other than those arising pursuant to Seller or its designee all documents for the terms Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of this Agreementa Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunder. (c) In addition Seller, or a Takeout Investor acting on behalf of Seller, may aggregate the provisional payments of the Repurchase Prices for several Mortgage Loans in one wire transfer. Upon receipt by MBF of such amounts, MBF will attempt to match the funds received to the actions described Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in clause advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (bd) aboveMBF shall pay to Seller the Servicing Fee, accrued to the Repurchase Date, for each Mortgage Loan repurchased by Seller under this Section 7. Subject to Section 7.5, within one (1) Business Day after the completion of the repurchase of a Mortgage Loan by Seller in accordance with subsection 7.3(a), MBF shall make a provisional payment to Seller of such Servicing Fee by releasing to Seller any sum then on deposit in the Custodial Account with respect to such Mortgage Loan (other than escrowed payments for Property Charges) and, if necessary, by depositing in Seller’s Operating Account such additional sum of money as MBF may estimate in its sole discretion is due to Seller in order that Seller shall have received the estimated Servicing Fee for such Mortgage Loan. Seller and MBF acknowledge that the provisional payment of this Servicing Fee is without prejudice to the final calculation of the Servicing Fee. (e) Each repurchase of a Mortgage Loan under this Section 7 shall include a release to Seller of all escrowed payments for Property Charges then in the Custodial Account and a reassignment to Seller of its rights under the applicable Takeout Commitment to deliver the applicable Mortgage Loan to the Takeout Investor and to receive the net sum therefor specified in the Takeout Commitment from the Takeout Investor. Effective on the Repurchase SEs are comprised Date, MBF assigns to Seller, free and clear of Controlling Trust Interestsany security interest, lien, claim, or encumbrance of any kind, all of MBF’s right, title and interest in any applicable Takeout Commitment for the Mortgage Loan then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee)repurchased by Seller.

Repurchase Closing. (a) The consummation of On the transactions contemplated by each exercise of the Mandatory Scheduled Repurchase Right (the "Repurchase Closing") shall take place on the date (the "Repurchase Closing Date") that is the later of (i) the date that is the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice Date or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and parties mutually agree upon (such earlier date for all purposes shall be deemed the Investors “Scheduled Repurchase Date”), Seller shall agree. The Repurchase Closing shall (i) if such date is also the Takeout Funding Date, take place at or cause to be taken all actions required to be taken in accordance with the principal executive offices terms of the Company at 10:00 a.m.applicable Takeout Commitment, local timeand (ii) complete the repurchase of the Mortgage Loan or related Mortgage Security by provisional payment of the Repurchase Price by transfer of immediately available funds into an account specified by MBF not later than 3:00 p.m. Central Time on such date in an amount equal to an estimate of the Repurchase Price (such estimate to be determined by MBF in its sole discretion based upon the most recent available information with respect to the Mortgage Loan, provided that in no event shall the estimate of the Repurchase Price be less than the Acquisition Price of such Mortgage Loan). Funds received by MBF after said time shall be deemed received on the Repurchase Closing Date or at such other location and time as next Business Day. Seller acknowledges that the Repurchaser and the Investors shall agree. At any time during the time period commencing as provisional payment of the date Repurchase Price described herein will not reflect the final calculation of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEsPrice. (b) At Upon receipt of the provisional payment of the Repurchase Closing Price, MBF (i) as may be applicableshall convey to Seller or its designee absolutely, and not by way of collateral assignment, all rights, title and interest in and to the Investors shall execute Mortgage Loan or related Mortgage Security free and deliver such documents and instruments as may be necessary to Transfer the Repurchase SEsclear of any lien, claim or encumbrance and (ii) if a Successor Servicer has been appointed with respect to the Repurchaser (Mortgage Loan, transfer, or if applicable cause the transfer of, the servicing of such Mortgage Loan to Seller or its assignee) shall tender and pay in immediately available funds designee. Upon receipt of payment of the estimated Repurchase Price to the Investors. At the Repurchase Closingfrom Seller, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs MBF shall be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created by, throughdeliver, or under such Investorscause to be delivered, other than those arising pursuant to Seller or its designee all documents for the terms Mortgage Loan or related Mortgage Security previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of this Agreementa Mortgage Loan or Mortgage Security following the repurchase of the Mortgage Loan or related Mortgage Security as set forth hereunder. (c) In addition Seller, or a Takeout Investor acting on behalf of Seller, may aggregate the provisional payments of the Repurchase Prices for several Mortgage Loans or related Mortgage Securities in one wire transfer. Upon receipt by MBF of such amounts, MBF will attempt to match the funds received to the actions described Mortgage Loans or related Mortgage Securities by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in clause advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (bd) aboveMBF shall pay to Seller the Servicing Fee, accrued to the Repurchase Date, for each Mortgage Loan or related Mortgage Security repurchased by Seller under this Section 7. Subject to Section 7.5, within one (1) Business Day after the completion of the repurchase of a Mortgage Loan or related Mortgage Security by Seller in accordance with subsection 7.3(a), MBF shall make a provisional payment to Seller of such Servicing Fee by releasing to Seller any sum then on deposit in the Custodial Account with respect to such Mortgage Loan or related Mortgage Security (other than escrowed payments for Property Charges) and, if necessary, by depositing in Seller’s Operating Account such additional sum of money as MBF may estimate in its sole discretion is due to Seller in order that Seller shall have received the estimated Servicing Fee for such Mortgage Loan. Seller acknowledges that the provisional payment of this Servicing Fee is without prejudice to the final calculation of the Servicing Fee. (e) Each repurchase of a Mortgage Loan or related Mortgage Security under this Section 7 shall include a release to Seller of all escrowed payments for Property Charges then in the Custodial Account and a reassignment to Seller of its rights under the applicable Takeout Commitment to deliver the applicable Mortgage Loan or related Mortgage Security to the Takeout Investor and to receive the net sum therefor specified in the Takeout Commitment from the Takeout Investor. Effective on the Repurchase SEs are comprised Date, MBF assigns to Seller, free and clear of Controlling Trust Interestsany security interest, lien, claim, or encumbrance of any kind, all of MBF’s right, title and interest in any applicable Takeout Commitment for the Mortgage Loan or related Mortgage Security then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee)repurchased by Seller.

Repurchase Closing. (a) The consummation of On the transactions contemplated by each exercise of the Mandatory Scheduled Repurchase Right (the "Repurchase Closing") shall take place on the date (the "Repurchase Closing Date") that is the later of (i) the date that is the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice Date or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and parties mutually agree upon (such earlier date for all purposes shall be deemed the Investors “Scheduled Repurchase Date”) for each Purchased Loan, Seller shall agree. The Repurchase Closing shall (i) if such date is also the Takeout Funding Date, take place at or cause to be taken all actions required to be taken in accordance with the principal executive offices terms of the Company at 10:00 a.m.applicable Takeout Commitment, local time, and (ii) complete the repurchase of the Purchased Loan by payment of the Repurchase Price for such Purchased Loan by transfer of immediately available funds into Seller’s Settlement Account not later than 3:00 p.m. Chicago Illinois Time on the Scheduled Repurchase Closing Date or at such other location and time as the Repurchaser and the Investors shall agree. At any time during the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice in an amount equal to the Investors, Repurchase Price. Funds received by Buyer after said time shall be deemed received on the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEsnext Business Day. (b) At Upon receipt of the Repurchase Closing Price in its entirety, Buyer (i) as may shall convey to Seller or its designee absolutely, and not by way of collateral assignment, all rights, title and interest in and to the applicable Purchased Loan free and clear of any lien, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be applicable, made in accordance with the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer requirements of the Repurchase SEs, MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Repurchaser (Purchased Loan, transfer, or if applicable cause the transfer of, the servicing of such Purchased Loan to Seller or its assignee) shall tender and pay in immediately available funds designee. Upon receipt of payment of the Repurchase Price to the Investors. At the Repurchase Closingin its entirety, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs Buyer shall be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created by, throughdeliver, or under such Investorscause to be delivered, other than those arising pursuant to Seller or its designee all documents for the terms applicable Purchased Loan previously delivered to Buyer. Buyer shall have no responsibility for the ownership or servicing of this Agreementa Purchased Loan following the repurchase of the Purchased Loan as set forth hereunder. (c) In addition Each repurchase of a Purchased Loan under this Section 7 shall include a release to Seller of all escrowed payments, if any, for Property Charges for such Purchased Loan and a reassignment to Seller of its rights under the applicable Takeout Commitment to deliver the applicable Purchased Loan to the actions described Takeout Investor and to receive the net sum therefor specified in clause (b) above, if the Takeout Commitment from the Takeout Investor. Effective on the Repurchase SEs are comprised Date, Buyer assigns to Seller, free and clear of Controlling Trust Interestsany security interest, lien, claim, or encumbrance of any kind, all of Buyer’s right, title and interest in any applicable Takeout Commitment for the Purchased Loan then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee)repurchased by Seller.

Repurchase Closing. (a) The consummation of the transactions contemplated by each exercise purchase and sale of the Mandatory Repurchase Right (the "Repurchase Closing") a Sale Loan pursuant to this Article V shall take place on or before the date 30 days after the date of the Repurchase Notice (the "Repurchase Closing Date"). (b) that is On or before the later of Repurchase Closing Date, Purchaser shall deliver to Seller (or a third party designated in writing by Seller), with respect to the applicable Sale Loan (but only to the extent such items were delivered previously to Purchaser pursuant to Section 2.3): (i) the date that original Note, endorsed without recourse by Seller to the order of Purchaser and showing a complete chain of title from the originator to Seller (but only to the extent such Note is not security for Seller's obligations under the fifth Business Day after the expiration of 45 calendar days, after the date of the relevant Exercise Notice or Credit Agreement); (ii) the fifth Business Day following original Mortgage pertaining to such Sale Loan; (iii) An Assignment of Mortgage/Deed of Trust in recordable form, duly executed and acknowledged by Purchaser, assigning and transferring all of Purchaser's rights and interest with respect to the date Mortgage pertaining to such Sale Loan; (iv) originals of all assumption and modification agreements, if any, relating to such Sale Loan; and (v) the original Mortgagee Policy relating to such Sale Loan, together with any endorsement applicable thereto, assigning and transferring to Seller all of Purchaser's rights and interests under each such Mortgagee Policy, together with the assignee endorsements to such title insurance policies. (c) All recording fees required for the recording of the Assignments of Mortgage/Deed of Trust pursuant to this Section 5.3 shall be at the expense of Seller. (d) In addition to the deliveries required by Section 5.3(b), Purchaser shall at any time and from time to time upon the request of Seller, at Seller's expense, execute, deliver, file, register and/or record any assignment, notification, transfer form and other documents and do such further acts and things, as are reasonable necessary to transfer the applicable Sale Loan to Purchaser. (e) The purchase price for each Sale Loan purchased by Seller pursuant to Section 5.1 shall be paid on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and the Investors shall agree. The applicable Repurchase Closing Date as follows: (i) Such purchase price shall take place at be deemed a "Loan" (as such term is defined in the principal executive offices Credit Agreement) made from Purchaser to Seller as of the Company at 10:00 a.m.Repurchase Closing Date under the Credit Agreement, local timebut only if (A) Purchaser is obligated as of the Repurchase Date to make Loans to Seller under the Credit Agreement and (B) such Loan does not cause the aggregate then-outstanding principal amount of "Loans" under the Credit Agreement to exceed the maximum aggregate amount of "Loans" then permitted thereunder. (ii) In the event such purchase price is not paid in the form of a "Loan" made from Purchaser to Seller under the Credit Agreement pursuant to the foregoing subclause (i), such purchase price shall be paid on the Repurchase Closing Date or by federal wire transfer of funds immediately available at such other location and time as the Repurchaser and the Investors shall agree. At any time during the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, domestic account designated by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEsPurchaser. (bf) At Upon receipt by Purchaser of the Repurchase Closing (i) as may be applicable, the Investors shall execute and deliver such documents and instruments as may be necessary purchase price pursuant to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds the Repurchase Price to the Investors. At the Repurchase Closing, in accordance with the above provisions of this Section 4.4(b5.3(e), Seller shall become the Repurchase SEs owner of the Sale Loan with respect to which such purchase price was received and Seller shall be Transferred entitled to receive from and after the Repurchaser (or if applicable its assignee) free Closing Date all payments and clear of all Liens created by, through, or under such Investors, other than those arising pursuant to the terms of this Agreement. (c) In addition to the actions described recoveries in clause (b) above, if the Repurchase SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer respect of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee)Sale Loan.

Repurchase Closing. (a) The consummation closing of the transactions contemplated by each exercise of the Mandatory Repurchase Right (the "Repurchase Closing"Section 3(c) shall take place on the date designated in the applicable Repurchase Notice, which date will not be more than 60 days after the delivery of such notice. The closing of the transactions contemplated by Section 3(d) shall take place on the date designated in the applicable Repurchase Requirement Notice (in the "case of a Repurchase Closing Date") that is Requirement), which date will not be more than five business days after the later delivery of such notice. The Company shall pay for the Purchased Units to be repurchased by it by first offsetting amounts outstanding under any bona fide debts owing by the Purchaser to the Company or any of its Subsidiaries, now existing or hereinafter arising (irrespective as to whether such amounts are owing by the holder of such Purchased Units), including any outstanding principal and accrued interest under the Promissory Note, and will pay the remainder of the Repurchase Price by, at its option, delivery of (i) either a check payable to, or by wire transfer of immediately available funds to an account designated in writing by the date that is holder to, the fifth Business Day after the expiration holder of 45 calendar dayssuch Purchased Units, after the date of the relevant Exercise Notice or (ii) if terms required by creditors in agreements or indentures with the fifth Business Day following Company or its Subsidiaries have the date effect of restricting or prohibiting the Company or its Subsidiaries from making the payment in clause (i), a subordinated promissory note payable in three equal annual installments commencing on which all necessary regulatory approvals have been receivedthe first anniversary of the closing of such repurchase and bearing interest at a rate per annum equal to 5%, or at such earlier date as (iii) both the Repurchaser and the Investors shall agree. The Repurchase Closing shall take place at the principal executive offices of the Company at 10:00 a.m., local time, on the Repurchase Closing Date or at such other location and time as the Repurchaser and the Investors shall agree. At any time during the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEs. (b) At the Repurchase Closing methods set forth in clauses (i) as may be applicable, the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer the Repurchase SEs, and (ii) ), in the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds aggregate amount of the Repurchase Price for such Purchased Units. Notwithstanding anything to the Investors. At contrary contained herein, all repurchases of the Repurchase ClosingPurchased Units by the Company will be subject to applicable restrictions under all applicable laws and, to the extent applicable, in accordance with the above provisions Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of this Section 4.4(b)the Purchased Units hereunder that the Company is otherwise entitled to make, the Repurchase SEs shall be Transferred Company may make such repurchases as soon as it is permitted to do so under such restrictions. The Company will receive customary representations and warranties from each seller regarding the sale of the Purchased Units, including representations that such seller has good and marketable title to the Repurchaser (or if applicable its assignee) Purchased Units to be transferred free and clear of all Liens created byliens, throughclaims, or under such Investors, and other than those arising pursuant to the terms of this Agreementencumbrances. (c) In addition to the actions described in clause (b) above, if the Repurchase SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee).

Repurchase Closing. (a) The consummation closing of the transactions contemplated by each exercise purchase of the Mandatory Termination Shares pursuant to the Company Repurchase Right (the "Repurchase Closing") Option shall take place on as soon as reasonably practicable and in no event later than thirty (30) days following the end of the applicable Company Repurchase Period and in the location designated by the Company or its designee in the Repurchase Notice or at such other time and location as the parties to such purchase may mutually determine (the date (on which such purchase occurs, the "“Repurchase Closing Date") ”); provided, that is the later Company or its designee may rescind its election to purchase the Termination Shares at any time prior to such closing (but may make another election at a future date). At the closing of any purchase pursuant to this Section 9, the holder or holders of the Termination Shares subject to the Repurchase Notice shall take all actions necessary to effect such purchase. The purchase price may be paid by the Company or its designee in the form of (i) the date that is the fifth Business Day after the expiration of 45 calendar dayscash, after the date of the relevant Exercise Notice or (ii) a promissory note, maturing on the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and the Investors shall agree. The Repurchase Closing shall take place at the principal executive offices of the Company at 10:00 a.m., local time, on the Repurchase Closing Date or at such other location and time as the Repurchaser and the Investors shall agree. At any time during the time period commencing as (5th) anniversary of the date of the relevant Exercise Notice Company’s written notice and ending as bearing interest at the “applicable federal short-term rate” on the date of the second Business Day prior to relevant Repurchase Closing DateNotice, by means (iii) with the Participant’s consent, non-convertible preferred interests of notice the Company that shall be redeemed within two (2) years following the issuance date of such non-convertible preferred interests, or (iv) any combination of the foregoing to the Investorsextent such Participant has consented to the use of non-convertible preferred interests. Notwithstanding anything to the contrary contained in this Award Agreement, all repurchases of Shares by the Company pursuant to this Section 9(d) shall be subject to applicable restrictions contained in the Company’s financing agreements. If any such restrictions prohibit the exercise of the repurchase rights (or payment with a promissory note) under this Section 9(d) which the Company is otherwise entitled or required to make, the Repurchaser time periods provided in this Section 9(d) shall be suspended, and the Company may assign make such repurchases as soon as it is permitted to do so under such restrictions. The Company or its designee shall be entitled to receive customary representations and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser warranties from the obligation Participant regarding such sale of Termination Shares (including representations and warranties regarding the Participant’s title to purchase and ownership of such Termination Shares) and to require the Repurchase SEs. (b) At the Repurchase Closing (i) Participant’s signatures, as may be applicable, the Investors shall execute and deliver such documents and instruments as may be necessary to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds the Repurchase Price to the Investorsguaranteed. At the Repurchase Closing, in accordance with the above provisions For purposes of this Section 4.4(b9(d), the Repurchase SEs Participant shall be Transferred deemed to include the Repurchaser (or if applicable its assignee) free and clear direct and/or beneficial owner of all Liens created by, through, or under such Investors, other than those arising pursuant to the terms of this AgreementShares held by the Participant. (c) In addition to the actions described in clause (b) above, if the Repurchase SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee).

Repurchase Closing. (a) The consummation of the transactions contemplated by each exercise of the Mandatory Repurchase Right (the "Repurchase Closing") Closing shall take place on the date designated by the Company in the Repurchase Notice, which date shall be on or before the thirtieth day following the date of the Repurchase Notice (the "“Repurchase Closing Date"”). On the Repurchase Closing Date, the Company shall pay the Repurchase Price for the Purchasable Units to be purchased, by, at the Company’s election, delivery of a cashier’s or bank check, wire transfer of immediately available funds or a subordinated note (the “Subordinated Note”), which Subordinated Note (if any) that is the later of would (i) be on the terms and conditions, including a reasonable rate of interest, as determined by the Board, with reasonable consultation with the Class B Unitholder and (ii) mature upon the earliest to occur of the following: (A) a Change in Control (as defined in the Incentive Plan), (B) the Registration Date and (C) the date that is the fifth Business Day 24 months after the expiration of 45 calendar days, after the date of the relevant Exercise Notice or (ii) the fifth Business Day following the date on which all necessary regulatory approvals have been received, or at such earlier date as the Repurchaser and the Investors shall agree. The Repurchase Closing shall take place at the principal executive offices of the Company at 10:00 a.m., local time, on the Repurchase Closing Date (such date, the “Maturity Date”); provided, that, the Company may offset against such Repurchase Price any then existing documented and bona fide monetary debts owed by the Participant to the Company or at any of its subsidiaries; provided, further, that with respect to any Repurchase Price paid by a Subordinated Note, the amount of such other location and time as Subordinated Note shall be equal to the Repurchaser and sum of (I) the Investors shall agree. At Repurchase Price plus (II) the amount of any time during distributions that would have been made in respect of the Purchasable Units repurchased by the Company with such Subordinated Note with respect to the time period commencing as of the date of the relevant Exercise Notice and ending as of the second Business Day prior to relevant Repurchase Closing Date, by means of notice to the Investors, the Repurchaser may assign and delegate its obligations to acquire the relevant Repurchase SEs under this Article IV. Any such assignment and delegation by the Repurchaser shall not otherwise affect the rights and obligations of the Shareholders arising under this Agreement and shall not release the Repurchaser from the obligation to purchase the Repurchase SEs. (b) At between the Repurchase Closing (i) as may be applicableDate and the Maturity Date, assuming that the Investors shall execute Purchasable Units had not been repurchased by the Company. The Company will receive customary representations and deliver warranties from each seller regarding the sale of the Purchasable Units, including, but not limited to, representations that such documents seller has good and instruments as may be necessary to Transfer the Repurchase SEs, and (ii) the Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds the Repurchase Price marketable title to the Investors. At the Repurchase Closing, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs shall Purchasable Units to be Transferred to the Repurchaser (or if applicable its assignee) free and clear of all Liens created byliens, throughclaims and other encumbrances, and the Company will be entitled to require all sellers’ signatures to be guaranteed by a national bank or under such Investors, other than those arising pursuant to reputable securities broker. For the terms avoidance of this Agreement. (c) In addition to the actions described in clause (b) abovedoubt, if the Repurchase SEs are comprised of Controlling Trust InterestsPrice for the Purchasable Units to be repurchased hereunder is zero, then the repurchase shall nonetheless be consummated as provided herein, and the Company shall not be required to deliver any consideration at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer closing of such Controlling Trust Interests to the Repurchaser (or if applicable its assignee)repurchase transaction.