Common use of Repurchase Closing Clause in Contracts

Repurchase Closing. (a) On the Scheduled Repurchase Date or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”), Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (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 next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) 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 made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunder. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.

Repurchase Closing. (a) The consummation of each purchase and sale of 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) On or before the Scheduled Repurchase Date Closing Date, Purchaser shall deliver to Seller (or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”a third party designated in writing by Seller), Seller shall 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) if the 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 date Note is also not security for Seller's obligations under the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and Credit Agreement); (ii) complete the repurchase original Mortgage pertaining to such Sale Loan; (iii) An Assignment of the Mortgage Loan Mortgage/Deed of Trust in recordable form, duly executed and acknowledged by provisional payment the Repurchase Price by transfer Purchaser, assigning and transferring all 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 Purchaser's rights and interest with respect to the 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, 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 next Business Day. Seller together with any endorsement applicable thereto, assigning and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) shall convey transferring to Seller or its designee absolutelyall of Purchaser's rights and interests under each such Mortgagee Policy, 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 made in accordance together with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect assignee endorsements to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereundertitle insurance policies. (c) Seller, or a Takeout Investor acting on behalf of Seller, may aggregate All recording fees required for the provisional payments recording of the Repurchase Prices for several Mortgage Loans in one wire transfer. Upon receipt by MBF Assignments of such amounts, MBF will attempt Mortgage/Deed of Trust pursuant to match this Section 5.3 shall be at the funds received to the Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact expense of Seller. (d) MBF shall pay to Seller the Servicing Fee, accrued In addition to the Repurchase Date, for each Mortgage Loan repurchased deliveries required 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(a5.3(b), MBF Purchaser shall make a provisional payment at any time and from time to Seller 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 Servicing Fee by releasing further acts and things, as are reasonable necessary to Seller any sum then on deposit in transfer the Custodial Account with respect applicable Sale Loan 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 FeePurchaser. (e) Each repurchase The purchase price for each Sale Loan purchased by Seller pursuant to Section 5.1 shall be paid on the applicable Repurchase Closing Date as follows: (i) Such purchase price shall be deemed a "Loan" (as such term is defined in the Credit Agreement) made from Purchaser to Seller as of the Repurchase Closing Date under the Credit Agreement, but 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 Mortgage Loan under this Section 7 shall include a release "Loan" made from Purchaser 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 Credit Agreement pursuant to the Takeout Investor and to receive the net sum therefor specified in the Takeout Commitment from the Takeout Investor. Effective foregoing subclause (i), such purchase price shall be paid on the Repurchase DateClosing Date by federal wire transfer of funds immediately available at such domestic account designated by Purchaser. (f) Upon receipt by Purchaser of the purchase price pursuant to Section 5.3(e), MBF assigns Seller shall become the owner of the Sale Loan with respect to Seller, free which such purchase price was received and clear Seller shall be entitled to receive from and after the applicable Closing Date all payments and recoveries in respect of any 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 repurchased by Sellersuch Sale Loan.

Repurchase Closing. The closing of the transactions contemplated by 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 (a) On in the Scheduled case of a Repurchase Date or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”Requirement), Seller which date will not be more than five business days after the 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) if such date is also the Takeout Funding Dateeither a check payable to, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (ii) complete the repurchase of the Mortgage Loan by provisional payment the Repurchase Price by wire transfer of immediately available funds into to an account specified designated in writing by MBF not later than 3:00 p.m. Central Time the holder to, the holder of such Purchased Units, (ii) if terms required by creditors in agreements or indentures with the Company or its Subsidiaries have the 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 the first anniversary of the closing of such date in an amount repurchase and bearing interest at a rate per annum equal to an estimate 5%, or (iii) both the methods set forth in clauses (i) and (ii), in the aggregate amount of the Repurchase Price (for such estimate Purchased Units. Notwithstanding anything to the contrary contained herein, all repurchases of the Purchased Units by the Company will be subject to applicable restrictions under all applicable laws and, to the extent applicable, in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of the Purchased Units hereunder that 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 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 Purchased Units 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 next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) 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 transferred free and clear of any lienall liens, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) claims, and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunderother encumbrances. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.

Repurchase Closing. The closing of the purchase of the Termination Shares pursuant to the Company Repurchase Option shall take place as soon as reasonably practicable and in no event later than thirty (a30) On days following the Scheduled end of the applicable Company Repurchase Date Period and in the location designated by the Company or its designee in the Repurchase Notice or at such earlier date other time and location as the parties to such purchase may mutually agree upon determine (the date on which such earlier purchase occurs, the “Repurchase Closing Date”); provided, that the 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) cash, (ii) a promissory note, maturing on the fifth (5th) anniversary of the date for of the Company’s written notice and bearing interest at the “applicable federal short-term rate” on the date of the Repurchase Notice, (iii) with the Participant’s consent, non-convertible preferred interests of 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 extent 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 time periods provided in this Section 9(d) shall be suspended, and the Company may 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 warranties from the Participant regarding such sale of Termination Shares (including representations and warranties regarding the Participant’s title to and ownership of such Termination Shares) and to require the Participant’s signatures, as applicable, be guaranteed. For purposes of this Section 9(d), the Participant shall be deemed to include the “Scheduled Repurchase Date”), Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms direct and/or beneficial owner of the applicable Takeout Commitment, and (ii) complete Shares held by 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 next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase PriceParticipant. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) 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 made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunder. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.

Repurchase Closing. (a) On the Scheduled Repurchase Date or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”)) for each Purchased Loan, Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (ii) complete the repurchase of the Mortgage Purchased Loan by provisional payment of the Repurchase Price for such Purchased Loan by transfer of immediately available funds into an account specified by MBF Seller’s Settlement Account not later than 3:00 p.m. Central Chicago Illinois Time on such date the Scheduled Repurchase 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)Price. Funds received by MBF Buyer after said time shall be deemed received on the next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase PricePrice in its entirety, MBF Buyer (i) 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 applicable Purchased Loan free and clear of any lien, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Purchased Loan, transfer, or cause the transfer of, the servicing of such Mortgage Purchased Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Sellerin its entirety, MBF Buyer shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage applicable Purchased Loan previously delivered to MBFBuyer. MBF Buyer shall have no responsibility for the ownership or servicing of a Mortgage Purchased Loan following the repurchase of the Mortgage Purchased Loan as set forth hereunder. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 Purchased Loan under this Section 7 shall include a release to Seller of all escrowed payments payments, if any, for Property Charges then in the Custodial Account for such Purchased Loan and a reassignment to Seller of its rights under the applicable Takeout Commitment to deliver the applicable Mortgage Purchased 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 Date, MBF Buyer assigns to Seller, free and clear of any security interest, lien, claim, or encumbrance of any kind, all of MBFBuyer’s right, title and interest in any applicable Takeout Commitment for the Mortgage Purchased Loan then repurchased by Seller.

Repurchase Closing. (a) On the Scheduled Repurchase Date or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”), Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (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 next Business Day. Seller and MBF acknowledge acknowledges that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) 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 or related Mortgage Security free and clear of any lien, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan or related Mortgage Security previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan or Mortgage Security following the repurchase of the Mortgage Loan or related Mortgage Security as set forth hereunder. (c) 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 Mortgage Loans or related Mortgage Securities by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 and MBF acknowledge 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.

Repurchase Closing. (a) On The Repurchase Closing shall take place on the Scheduled date designated by the Company in the Repurchase Date or such earlier Notice, which date as the parties mutually agree upon (such earlier date for all purposes shall be deemed on or before the thirtieth day following the date of the Repurchase Notice (the “Scheduled Repurchase Closing Date”), Seller shall (i) if such date is also . On the Takeout Funding Repurchase Closing Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (ii) complete the repurchase of the Mortgage Loan by provisional payment Company shall pay the Repurchase Price by 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 into an account specified or a subordinated note (the “Subordinated Note”), which Subordinated Note (if any) would (i) be on the terms and conditions, including a reasonable rate of interest, as determined by MBF not later than 3:00 p.m. Central Time on 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 24 months after the Repurchase Closing Date (such date in an 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 any of its subsidiaries; provided, further, that with respect to any Repurchase Price paid by a Subordinated Note, the amount of such Subordinated Note shall be equal to an estimate the sum of (I) the Repurchase Price plus (II) the amount of any distributions that would have been made in respect of the Purchasable Units repurchased by the Company with such estimate to be determined by MBF in its sole discretion based upon the most recent available information Subordinated Note with respect to the Mortgage Loantime period between the Repurchase Closing Date and the Maturity Date, provided assuming that in no event shall the estimate Purchasable Units had not been repurchased by the Company. The Company will receive customary representations and warranties from each seller regarding the sale of the Repurchase Price be less than the Acquisition Price of Purchasable Units, including, but not limited to, representations that such Mortgage Loan). Funds received by MBF after said time shall be deemed received on the next Business Day. Seller seller has good and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. (b) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) shall convey to Seller or its designee absolutely, and not by way of collateral assignment, all rights, marketable title and interest in and to the Mortgage Loan Purchasable Units to be Transferred free and clear of any lienall liens, claim claims and other encumbrances, and the Company will be entitled to require all sellers’ signatures to be guaranteed by a national bank or encumbrance (such conveyance in reputable securities broker. For the case avoidance of MERS Designated Mortgage Loans shall doubt, if the Repurchase Price for the Purchasable Units to be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer ofrepurchased hereunder is zero, the servicing repurchase shall nonetheless be consummated as provided herein, and the Company shall not be required to deliver any consideration at the closing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereundertransaction. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.

Repurchase Closing. If the Company, GPP or Orgenesis has elected to purchase any of the Management Holder Securities, then the purchase of such Management Holder Securities pursuant to this Section 3.6 will be completed (the “Repurchase Closing”) at the Company’s principal office, at 10:00 a.m., on 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 will occur at the same time and place on the next succeeding Business Day. The Company and/or GPP and/or Orgenesis will pay for the Management Holder Securities, at their respective options, by (a) On the Scheduled Repurchase Date delivery of a cashier’s check or such earlier date as the parties mutually agree upon (such earlier date for all purposes shall be deemed the “Scheduled Repurchase Date”), Seller shall (i) if such date is also the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout Commitment, and (ii) complete the repurchase of the Mortgage Loan by provisional payment the Repurchase Price by wire 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 Loanfunds, 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 next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. or (b) Upon receipt setoff against any and all obligations (to the extent of such obligations) owed to the provisional payment 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 PriceClosing. At the Repurchase Closing, MBF (i) the Management Holder and any Holder shall convey deliver a certificate or certificates representing the Management Holder Securities to Seller be purchased duly endorsed, or its designee absolutelywith stock powers duly endorsed, for transfer, and not by way of collateral assignmentsuch other documents as the Company, all rightsGPP 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 interest in and authority to sell from the Mortgage Loan free and clear of any lienHolders regarding such sale, claim or encumbrance (such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect to the Mortgage Loan, transfer, or cause the transfer of, the servicing of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunder. (c) 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 Mortgage Loans by reviewing the settlement information that has been supplied by Seller or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Seller. (d) MBF 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 such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the net sum therefor specified in purchase of the Takeout Commitment from the Takeout Investor. Effective on the Repurchase Date, MBF assigns Management Holder Securities to Seller, free and clear of any 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 repurchased by Sellerbe purchased pursuant to Section 3.6.

Repurchase Closing. (a) On The consummation of the Scheduled transactions contemplated by each exercise of the Mandatory Repurchase Date 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 parties mutually agree upon 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. (such earlier date for all purposes shall be deemed b) At the “Scheduled Repurchase Date”), Seller shall Closing (i) if as may be applicable, the Investors shall execute and deliver such date is also documents and instruments as may be necessary to Transfer the Takeout Funding Date, take or cause to be taken all actions required to be taken in accordance with the terms of the applicable Takeout CommitmentRepurchase SEs, and (ii) complete the repurchase of the Mortgage Loan by provisional payment Repurchaser (or if applicable its assignee) shall tender and pay in immediately available funds 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 Investors. At the Repurchase Price (such estimate to Closing, in accordance with the above provisions of this Section 4.4(b), the Repurchase SEs shall be determined by MBF in its sole discretion based upon the most recent available information with respect Transferred 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 next Business Day. Seller and MBF acknowledge that the provisional payment of the Repurchase Price described herein will not reflect the final calculation of the Repurchase Price. Repurchaser (bor if applicable its assignee) Upon receipt of the provisional payment of the Repurchase Price, MBF (i) 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 lienall Liens created by, claim through, or encumbrance (under such conveyance in the case of MERS Designated Mortgage Loans shall be made in accordance with the requirements of the MERS® System) and (ii) if a Successor Servicer has been appointed with respect Investors, other than those arising pursuant to the Mortgage Loan, transfer, or cause the transfer of, the servicing terms of such Mortgage Loan to Seller or its designee. Upon receipt of payment of the estimated Repurchase Price from Seller, MBF shall deliver, or cause to be delivered, to Seller or its designee all documents for the Mortgage Loan previously delivered to MBF. MBF shall have no responsibility for the ownership or servicing of a Mortgage Loan following the repurchase of the Mortgage Loan as set forth hereunderthis Agreement. (c) SellerIn addition to the actions described in clause (b) above, or a Takeout Investor acting on behalf of Seller, may aggregate the provisional payments of if the Repurchase Prices for several Mortgage Loans SEs are comprised of Controlling Trust Interests, then at the Repurchase Closing, the Investors shall execute and deliver an instruction to the Trustee in one wire transfer. Upon receipt by MBF substantially the form of Exhibit B authorizing the Trustee to evidence on the appropriate registry the Transfer of such amounts, MBF will attempt to match the funds received Controlling Trust Interests to the Mortgage Loans by reviewing the settlement information that has been supplied by Seller Repurchaser (or the Takeout Investor in advance. MBF will place all unidentified funds in a non-interest bearing account and will promptly contact Sellerif applicable its assignee). (d) MBF 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 Date, MBF assigns to Seller, free and clear of any 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 repurchased by Seller.