Common use of Closing of the Repurchase Clause in Contracts

Closing of the Repurchase. The closing of the Repurchase Option transaction shall occur not more than 30 days nor less than 5 days after either (i) the agreement of the parties of the Fair Market Value or (ii) the final determination of the Fair Market Value by the Bank (it being understood that such closing may be done remotely for the convenience of the parties). At such closing, the Executive shall deliver his Common Units (including all certificates (if any exist) evidencing the Common Units to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Common Units to be purchased pursuant to the Repurchase Option by delivery of a bank check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Company is either (i) prohibited from paying the Repurchase Price in cash by any binding contract, agreement or understanding with any Person or (ii) prohibited by applicable law from paying the Repurchase Price in cash, then the Company shall pay, in the form of a negotiable promissory note, the Repurchase Price for such securities. Such promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the greater of (a) the then applicable borrowing rate of the Company or its principal operating subsidiary pursuant to its then current credit agreement (the "Credit Agreement") and (b) the applicable prime rate in effect from time to time as announced by Citibank, N.A. in New York, New York shall have all principal and accrued interest due and payable upon maturity and shall mature no later than the third anniversary of the issuance of such promissory note.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the LLC shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such securities and the time and place for the closing of the Repurchase Option transaction transaction, which date shall occur not be more than 30 days nor less than 5 five days after either (i) the agreement delivery of the parties of the Fair Market Value or (ii) the final determination of the Fair Market Value by the Bank (it being understood that such closing may be done remotely for the convenience of the parties)notice. At such closing, the holders of Executive Securities shall deliver his Common Units (including all certificates (if any exist) evidencing the Common Units Executive Securities to be repurchased to the Company LLC (and/or any assignees of the CompanyLLC's repurchase right), and the Company LLC (and/or any assignees) shall pay for the Common Units Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a bank check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Company Board determines in its good faith discretion that the LLC is either not in a position to pay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it: (i) prohibited from paying prior to the dissolution of the LLC, the LLC may pay a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities, by issuing in cash exchange for such securities an equal number of the LLC's Class C Units (having the rights and preferences set forth in the LLC Agreement), and for purposes of the LLC Agreement each such Class C Unit shall as of its issuance be deemed to have Basic Contributions made with respect to such Class C Unit equal to (A) the aggregate portion of the Repurchase Price paid by any binding contract, agreement or understanding with any Person or the issuance of Class C Units divided by (B) the number of Class C Units so issued in such repurchase; or (ii) prohibited by applicable law from paying after the Repurchase Price in cashdissolution of the LLC, then the Company shall Corporation (as successor to the rights of the LLC under Section 8(f)(ii) below) may pay, in the form of a negotiable promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the CompanyCorporation's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the greater of (a) the then applicable borrowing rate of the Company or its principal operating subsidiary pursuant to its then current credit agreement (the "Credit Agreement") and (b) the applicable prime rate in effect from time to time as announced by CitibankBase Rate, N.A. in New York, New York shall have all principal and accrued interest due and payable upon maturity maturity, and shall mature no later than upon the third earliest to occur of the Corporation's initial Public Offering (if such initial Public Offering has not occurred prior to the issuance of such promissory note), a Qualified Sale of the Corporation, or the fifth anniversary of the issuance of such promissory note. The purchasers of Executive Securities under this Section 3 shall be entitled to receive customary representations and warranties from the sellers regarding good title to such securities, free and clear of any liens or encumbrances.

Closing of the Repurchase. The Within 10 business days after the ------------------------- Repurchase Price for the Executive Stock to be repurchased has been determined, the Company shall send a notice to each holder of Executive Stock setting forth the consideration to be paid for such shares and the time and place for the closing of the Repurchase Option transaction transaction, which date shall occur not be more than 30 60 days nor less than 5 five days after either (i) the agreement delivery of the parties of the Fair Market Value or (ii) the final determination of the Fair Market Value by the Bank (it being understood that such closing may be done remotely for the convenience of the parties)notice. At such closing, the Executive shall deliver his Common Units (including all certificates (if any exist) evidencing the Common Units Executive Stock to be repurchased to the Company (and/or any assignees of the Company's repurchase rightright pursuant to paragraph 3(e) above), and the Company (and/or any assignees) shall pay for the Common Units Executive Stock to be purchased pursuant to the Repurchase Option by delivery of a bank check or wire transfer of immediately available funds Cash in the aggregate amount of the Repurchase Price for such securitiesshares; provided that in the event the Board determines in its good faith -------- discretion that the Company is either (i) prohibited from paying not in a position to pay in Cash any or all of the Repurchase Price in cash for shares to be repurchased by any binding contractit, agreement or understanding with any Person or (ii) prohibited by applicable law from paying the Repurchase Price in cash, then the Company shall may pay, in the form of a negotiable promissory note, the Repurchase Price for such securities. Such promissory note (which shall be subordinated to all any of the Company's senior debt obligations either then or thereafter incurred) with a maturity of no more than five years, shall earn simple annual earning interest at the greater of rate paid on the Company's senior debt obligations (a) the then applicable borrowing rate of or if the Company or its principal operating subsidiary pursuant to its then current credit agreement (has no such senior debt, at the "Credit Agreement") and (b) the applicable prime rate in effect announced by Citibank from time to time as announced by Citibanktime), N.A. in New York, New York shall have with all principal and accrued interest due and payable upon maturity and shall mature no later than the third anniversary maturity, a portion of the issuance Repurchase Price for such shares equal to (i) if Executive is terminated for Cause, the Repurchase Price for all shares to be repurchased by the Company minus the Repurchase Price ----- for any shares of Investor Stock to be repurchased by the Company, or (ii) otherwise, the Repurchase Price for all shares to be repurchased by the Company minus the lesser of (x) the Repurchase Price for any shares of Investor Stock to ----- be repurchased by the Company and (y) the aggregate Initial Contribution and Subsequent Contributions paid by Executive or his Permitted Transferees under the Stock Purchase Agreement prior to Termination with respect to any shares of Investor Stock to be repurchased. The purchasers of Executive Stock hereunder shall be entitled to receive customary representations and warranties from the sellers regarding good title to such promissory noteshares, free and clear of any liens or encumbrances.