Common use of Call Options Clause in Contracts

Call Options. The following provisions with respect to the purchase and sale of an LLC Interest of a Principal and his or its Permitted Transferees shall apply following the Principal's death, Disability, Retirement, termination of a Principal's employment with the LLC, a transfer required by operation of law or other involuntary transfer of an LLC Interest. a. In the event of the death, Disability or Retirement of a Principal, the Other Principals shall have the right (in proportion to their Membership Points or in such other proportions as the Principals' Representative may determine), exercisable by providing written notice, within 60 days of that event, to the Principal, the Principal's estate and/or the Principal's Permitted Transferees, as the case may be, and ▇▇▇▇▇▇▇▇▇ in the form of Exhibit C (a "Call Notice"), to purchase (a "Call") from that Principal or that Principal's estate and that Principal's Permitted Transferees, as the case may be, and, if that right is exercised, that Principal or that Principal's estate and that Principal's Permitted Transferees, as the case may be, shall be obligated to sell to the Other Principals, all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or such portion as the Other Principals agree to purchase). If the Other Principals do not elect to purchase all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points, ▇▇▇▇▇▇▇▇▇ shall have the right, exercisable by providing a Call Notice to the Principal, that Principal's estate and that Principal's Permitted Transferees, as the case may be, within the 60-day period following receipt of notice from the Other Principals declining to purchase all or a portion of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or, if ▇▇▇▇▇▇▇▇▇ has not received any notice from the Other Principals regarding their intent to purchase any portion of that Principal's and his or its Permitted Transferee's LLC Interests and associated Membership Points, within the 60-day period following the first 60-day period), to purchase some or all of the remaining LLC Interests and associated Membership Points of that Principal and his or its Permitted Transferees. If that right is exercised, that Principal and that Principal's estate and Permitted Transferees, as the case may be, shall be obligated to sell to ▇▇▇▇▇▇▇▇▇ all of that Principal's and his or its Permitted Transferee's remaining LLC Interests and associated Membership Points (or such portion as ▇▇▇▇▇▇▇▇▇ agrees to purchase). Notwithstanding anything to the contrary herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ shall not be obligated to purchase any or all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points, and any rights granted by this Section 7.3(a) may be exercised in whole or in part. The aggregate purchase price for all of that Principal's and his Permitted Transferees' LLC Interests and associated Membership Points purchased pursuant to this Section 7.3(a) shall be the Purchase Price thereof. Each of ▇▇▇▇▇▇▇▇▇ and the Other Principals shall pay the Purchase Price in proportion to the amount of LLC Interests and associated Membership Points being purchased by that Person. The Purchase Closing Date for a purchase pursuant to this Section 7.3(a) shall be within ten days following the earlier of the expiration of the time periods contained in the preceding paragraph or the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇. At the closing of the purchase from the Principal, the estate of the deceased Principal and/or the Principal's Permitted Transferees, ▇▇▇▇▇▇▇▇▇ and/or the Other Principals shall deliver to the Principal, his or its Permitted Transferees or the personal representative of the deceased Principal's estate, as the case may be, the Purchase Price by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. ▇▇▇▇▇▇▇▇▇ and the Other Principals may purchase life insurance or disability insurance on any Principal. Each Principal shall cooperate with ▇▇▇▇▇▇▇▇▇ and the Other Principals in obtaining that insurance, including taking any required physical examinations. b. Within 60 days following (1) the date the Principal's employment with the LLC is terminated other than by reason of death, Disability or Retirement; (2) the date the Principal becomes a Non-Voting Member pursuant to Section 4.6(d); or (3) a transfer required by operation of law or other involuntary transfer of a Principal's or his or its Permitted Transferee's LLC Interests and associated Membership Points, the Other Principals (in proportion to their Membership Points or in such other proportions as the Principals' Representative may determine) may exercise a Call with respect to all or any portion of that Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points. If some or all of a Principal's or his or its Permitted Transferees' LLC Interests and associated Membership Points are transferred by operation of law or by means of any other involuntary transfer, that Person shall cause its transferees to comply with all of the requirements of this Section 7.3 as though they were parties hereto. A Call may be exercised by the Other Principals providing a Call Notice to the Principal and/or the Principal's Permitted Transferees and ▇▇▇▇▇▇▇▇▇ within 60 days after that event, of their intent to purchase all or any portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points. If the Other Principals do not exercise a Call with respect to all of a Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points in accordance with the preceding sentence (or if ▇▇▇▇▇▇▇▇▇ has not received any notice from the Other Principals of their intent to purchase any portion of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points within the 60-day period described in this Section 7.3(b)), ▇▇▇▇▇▇▇▇▇ shall have an additional 60 days to exercise a Call with respect to that portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points for which the Other Principals do not exercise a Call by providing a Call Notice to the Principal and his or its Permitted Transferees. Notwithstanding anything to the contrary contained herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ shall not be obligated to exercise any Call, and any right granted in this Section 7.3(b) may be exercised in whole or in part. If a Call is exercised as a result of (1) a Principal's employment with the LLC being terminated without Cause or by reason of voluntary resignation of his employment with the LLC; or (2) a transfer required by operation of law or other involuntary transfer of a Principal's or that Principal's Permitted Transferees' LLC Interests and associated Membership Points, the purchase price payable by the Other Principals and/or ▇▇▇▇▇▇▇▇▇ to that Principal and his or its Permitted Transferees for their LLC Interests and associated Membership Points shall be the Purchase Price. If a Principal's employment with the LLC is terminated by the LLC for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), then, notwithstanding anything else to the contrary herein, the Purchase Price payable by the Other Principals and/or ▇▇▇▇▇▇▇▇▇ to that Principal and his or its Permitted Transferees for their LLC Interests shall be 60% of the Purchase Price that would otherwise apply. ▇▇▇ ▇▇▇▇▇▇▇▇ Closing Date under this Section 7.3(b) shall be within ten days following the earlier of the expiration of the time periods contained in the first paragraph of this Section 7.3(b) or the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇. At the closing of the purchase from the Principal, and/or the Principal's Permitted Transferees, ▇▇▇▇▇▇▇▇▇ and/or the Other Principals shall deliver to the Principal, or his or its Permitted Transferees, as the case may be, the Purchase Price by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. c. Notwithstanding the foregoing, if a Call is exercised with respect to the LLC Interests and associated Membership Points of a Principal or his or its Permitted Transferees who has voluntarily resigned his employment with the LLC other than by death, Disability or Retirement or for Good Reason or whose employment by the LLC is terminated for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), in each case at any time prior to March 31, 2006, then the portion of the Purchase Price payable to that Principal and his or its Permitted Transferees shall be paid by delivery of a three-year promissory note of the purchaser(s) of such LLC Interests and associated Membership Points to the selling Principal and his or its Permitted Transferees, which shall bear interest at the "applicable federal rate" determined under Section 1274(d) of the Code for three-year instruments (a "Note"), payable quarterly, and the principal of which shall be payable three years after the Purchase Closing Date. If such employment is terminated after March 31, 2006, the Purchase Price must be paid in cash as provided above. d. On the last day of the month in which a Call is exercised, the Principal who has died, become Disabled or Retired and his or its Permitted Transferees, or the Principal and his or its Permitted Transferees who have received a Call Notice, shall cease to have any rights as a Member with respect to the LLC Interest for which Calls have been exercised, other than (1) the right to receive the Purchase Price on the Purchase Closing Date and (2) the right to receive distributions and allocations with respect to that LLC Interest through the Purchase Closing Date. e. In the event of the death, Disability or Retirement of ▇▇▇▇▇▇, the Family Trust shall be treated for purposes of this Section 7.3 as having died, become Disabled or Retired on the date ▇▇▇▇▇▇ died, became Disabled or Retired. If Robert's employment with the LLC is terminated other than by reason of death, Disability or Retirement, or if his Membership in the LLC is terminated for Cause, then the Family Trust shall be treated for purposes of this Section 7.3 as having terminated employment with the LLC or terminated its membership in the LLC in such circumstance and on such date, except that, with respect to only those LLC Interests owned by the Family Trust as of the date hereof, each of the Family Trust shall, notwithstanding any provision to the contrary in Section 7.3(b), receive 100% of the Purchase Price for those LLC Interests and such amount shall be paid in cash. f. If the Insurance Trust has not exercised all of its Put rights pursuant to Section 7.2 by March 31, 2009, the Other Principals (in proportion to their Membership Points or in such

Call Options. The following provisions with respect to the purchase and sale of an LLC Interest of a Principal (and his or its her Derivative Share) and his or her Permitted Transferees shall apply following the Principal's death, Disability, Retirement, termination of a Principal's employment with the LLC, a transfer required by operation of law or other involuntary transfer of an LLC Interest. a. In the event of the death, Disability or Retirement of a Principal, the Other Principals shall have the right (in proportion to their respective Membership Points or in such other proportions as the Principals' Representative Other Principals may determine), exercisable by providing written notice, within 60 days of that event, to the Principal, the Principal's estate and/or estate, the Principal's Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, and ▇▇▇▇▇▇▇▇▇ Holdings in the form of Exhibit C (a "Call Notice"), to purchase (a "Call") from that Principal or Principal, that Principal's estate and estate, that Principal's Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, and, if . If that right is exercised, that Principal or Principal, that Principal's estate and estate, that Principal's Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, shall be obligated to sell to the Other Principals, Principals all or any portion of that Principal's and his or its her Permitted Transferees' LLC Interests and associated Membership Points and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal (or such that portion as the Other Principals agree to purchase). If the Other Principals do not elect to purchase all of that Principal's and his or its Permitted Transferees' those LLC Interests and associated Membership Points, ▇▇▇▇▇▇▇▇▇ Holdings shall have the right, exercisable by providing a Call Notice to the Principal, that Principal's estate and estate, that Principal's Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, within the 60-day period following receipt of notice from the Other Principals declining to purchase all or a any portion of that Principal's and his or its Permitted Transferees' those LLC Interests and associated Membership Points (or, if ▇▇▇▇and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal (or, if Holdings has not received any notice from the Other Principals regarding their intent to purchase any portion of that Principal's and his or its Permitted Transferee's those LLC Interests and associated Membership Points, Points within the 60-day period following the first 60-day period), to purchase some or all of the those remaining LLC Interests and associated Membership Points of that Principal and his or its Permitted TransfereesPoints. If that right is exercised, that Principal and Principal, that Principal's estate and Permitted Transferees, as the case may be, Transferees and ▇▇▇▇▇ ▇▇▇▇ shall be obligated to sell to ▇▇▇▇▇▇▇▇▇ Holdings all of that Principal's and his or its Permitted Transferee's those remaining LLC Interests and associated Membership Points (or such that portion as ▇▇▇▇▇▇▇▇▇ that Holdings agrees to purchase). Notwithstanding anything to the contrary herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ Holdings shall not be obligated to purchase any or all of that Principal's and his or its her Permitted Transferees' LLC Interests and associated Membership PointsPoints or the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal, and any rights granted by this Section 7.3(a) may be exercised in whole or in part. The aggregate purchase price for all of that Principal's and his or her Permitted Transferees' LLC Interests and associated Membership Points and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal purchased pursuant to this Section 7.3(a) shall be the Purchase Price thereof. Each of ▇▇▇▇▇▇▇▇▇ Holdings and the Other Principals shall pay the Purchase Price in proportion to the amount of LLC Interests and associated Membership Points being purchased by that Person. The Purchase Closing Date for a purchase pursuant to this Section 7.3(a) shall be within ten 60 days following the earlier of (1) the expiration of the relevant 60-day time periods period(s) contained in the preceding paragraph or (2) the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇Holdings. At the closing of the purchase from the Principal, the estate of the deceased Principal and/or Principal, the Principal's Permitted Transferees, ▇▇▇▇Transferees and/or ▇▇▇▇▇ ▇▇▇▇, Holdings and/or the Other Principals shall deliver to the Principal, his or its Permitted Transferees or the personal representative of the deceased Principal's estate, his or her Permitted Transferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, the Purchase Price by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. ▇▇▇▇▇▇▇▇▇ Holdings and the Other Principals may purchase life insurance or disability insurance on any Principal. Each Principal shall cooperate with ▇▇▇▇▇▇ ▇▇▇▇ and the Other Principals in obtaining that insurance, including taking any required physical examinations. b. Within 60 days following (1) the date the Principal's employment with the LLC or the Management Company is terminated other than by reason of death, Disability or Retirement; (2) the date the Principal becomes a Non-Voting Member pursuant to Section 4.6(d); or (3) a transfer required by operation of law or other involuntary transfer of a Principal's or his or its her Permitted Transferee's LLC Interests and associated Membership PointsPoints or the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal, the Other Principals (in proportion to their Membership Points or in such other proportions as the Principals' Representative Principals may determine) may exercise a Call with respect to all or any portion of that Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership PointsPoints and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal. If some or all of a Principal's or his or its Permitted Transferees' those LLC Interests and associated Membership Points are transferred by operation of law or by means of any other involuntary transfer, that Person shall cause its transferees to comply with all of the requirements of this Section 7.3 as though they were parties hereto. A Call may be exercised by the Other Principals providing a Call Notice to the Principal and/or Principal, the estate of the deceased Principal, the Principal's Permitted Transferees and ▇▇▇▇and/or ▇▇▇▇▇ ▇▇▇▇, as applicable, within 60 days after that event, of their intent to purchase all or any portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership PointsPoints and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal. If the Other Principals do not exercise a Call with respect to all of a Principal's and that Principal's Permitted Transferees' those LLC Interests and associated Membership Points in accordance with the preceding sentence (or if ▇▇▇▇▇▇▇▇▇ Holdings has not received any notice from the Other Principals of their intent to purchase any portion of that Principal's and his or its Permitted Transferees' those LLC Interests and associated Membership Points within the 60-day period described in this Section 7.3(b)), ▇▇▇▇▇▇▇▇▇ Holdings shall have an additional 60 days to exercise a Call with respect to that all or any portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points for which the Other Principals do not exercise a Call by providing a Call Notice to the Principal and Principal, the estate of the deceased Principal, his or its her Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be. Notwithstanding anything to the contrary contained herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ Holdings shall not be obligated to exercise any Call, and any right granted in this Section 7.3(b) may be exercised in whole or in part. If a Call is exercised as a result of (1) a Principal's employment with the LLC or the Management Company being terminated without Cause or by reason of voluntary resignation of his or her employment with the LLCLLC or the Management Company; or (2) a transfer required by operation of law or other involuntary transfer of a Principal's or that Principal's his or her Permitted Transferees' LLC Interests and associated Membership PointsPoints and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal, the purchase price payable by the Other Principals and/or ▇▇▇▇Holdings to that Principal, the estate of the deceased Principal, his or her Permitted Transferees and/or and ▇▇▇▇▇ to that Principal and his or its Permitted Transferees ▇▇▇▇ for their LLC Interests and associated Membership Points and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal shall be the Purchase Price. If a Principal's employment with the LLC or the Management Company is terminated by the LLC or the Management Company for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), then, notwithstanding anything else to the contrary herein, the Purchase Price payable by the Other Principals and/or ▇▇▇▇Holdings to that Principal, the estate of the deceased Principal, his or her Permitted Transferees and/or ▇▇▇▇▇ to that Principal and his or its Permitted Transferees ▇▇▇▇ for their LLC Interests shall be 6090% of the Purchase Price that would otherwise apply. ▇▇▇ ▇▇▇▇▇▇▇▇ The Purchase Closing Date under this Section 7.3(b) shall be within ten 60 days following the earlier of (1) the expiration of the relevant 60-day time periods period(s) contained in the first paragraph of this Section 7.3(b) or (2) the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇Holdings. At the closing of the purchase from the Principal, and/or the estate of the deceased Principal, the Principal's Permitted Transferees, ▇▇▇▇Transferees and/or ▇▇▇▇▇ ▇▇▇▇, Holdings and/or the Other Principals shall deliver to the Principal, or the estate of the deceased Principal, his or its her Permitted TransfereesTransferees and/or ▇▇▇▇▇ ▇▇▇▇, as the case may be, the Purchase Price or 90% of the Purchase Price, as the case may be, by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. c. Notwithstanding the foregoing, if a Call is exercised with respect to the LLC Interests and associated Membership Points of a Principal or his or its her Permitted Transferees and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal who has voluntarily resigned his or her employment with the LLC or the Management Company other than by death, Disability or Retirement or for Good Reason or whose employment by the LLC or the Management Company is terminated for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), in each case at any time prior to March 31, 2006, then the portion of the Purchase Price payable to that Principal and Principal, the estate of the deceased Principal, his or its her Permitted Transferees and ▇▇▇▇▇ ▇▇▇▇ shall be paid by delivery of a three-year promissory note of the purchaser(s) of such those LLC Interests and associated Membership Points to the selling Principal and Principal, the estate of the deceased Principal, his or its her Permitted TransfereesTransferees and ▇▇▇▇▇ ▇▇▇▇, which shall bear interest at the "applicable federal rate" determined under Section 1274(d) of the Code for three-year instruments (a "Note"), payable quarterly, and the principal of which shall be payable three years after the Purchase Closing Date. If such employment is terminated after March 31, 2006, the Purchase Price must be paid in cash as provided above. d. On the last day of the month in which a Call is exercised, the Principal who has died, become Disabled or Retired and his or its Permitted TransfereesRetired, or the Principal and his estate of the deceased Principal, his, her or its Permitted Transferees who have received a Call Notice, and the Derivative Share of ▇▇▇▇▇ ▇▇▇▇'▇ LLC Interest attributable to that Principal shall cease to have any rights as a Member with respect to the LLC Interest for which Calls have been exercised, other than (1) the right to receive the Purchase Price on the Purchase Closing Date and (2) the right to receive distributions and allocations with respect to that LLC Interest through the Purchase Closing Date. e. In the event of the death, Disability or Retirement of ▇▇▇▇▇▇, the Family Trust shall be treated for purposes of this Section 7.3 as having died, become Disabled or Retired on the date ▇▇▇▇▇▇ died, became Disabled or Retired. If Robert's employment with the LLC is terminated other than by reason of death, Disability or Retirement, or if his Membership in the LLC is terminated for Cause, then the Family Trust shall be treated for purposes of this Section 7.3 as having terminated employment with the LLC or terminated its membership in the LLC in such circumstance and on such date, except that, with respect to only those LLC Interests owned by the Family Trust as of the date hereof, each of the Family Trust shall, notwithstanding any provision to the contrary in Section 7.3(b), receive 100% of the Purchase Price for those LLC Interests and such amount shall be paid in cash. f. If the Insurance Trust has not exercised all of its Put rights pursuant to Section 7.2 by March 31, 2009, the Other Principals (in proportion to their Membership Points or in such

Call Options. The following provisions with respect to the purchase Capitalized terms used in this Section 3.17 and sale of an LLC Interest of a Principal and his or its Permitted Transferees shall apply following the Principal's death, Disability, Retirement, termination of a Principal's employment with the LLC, a transfer required by operation of law or other involuntary transfer of an LLC Interest. a. In the event of the death, Disability or Retirement of a Principal, the Other Principals not defined herein shall have the right (meanings assigned to them in proportion to their Membership Points or in such other proportions as the Principals' Representative may determine), exercisable by providing written notice, within 60 days of that event, to Call Option Agreement. Concurrently with the Principalexecution and delivery hereof, the Principal's estate and/or Trustee shall, at the Principal's Permitted Transfereesdirection of the Company, as the case may be, execute and ▇▇▇▇▇▇▇▇▇ deliver a Call Option Agreement substantially in the form of Exhibit C (Q hereof. The Trustee shall have no duty to review or otherwise determine the adequacy of the Call Option Agreement. The Trustee shall cause to be maintained at one of its offices or at its designated agent a "Call Notice"), to purchase (a "Call") from that Principal or that Principal's estate and that Principal's Permitted Transferees, as the case may be, and, if that right is exercised, that Principal or that Principal's estate and that Principal's Permitted Transferees, as the case may be, register in which there shall be obligated recorded the name and address of each Call Option Holder. Such register shall be amended from time to sell to time by the Other Principals, all of that Principal's and his Trustee or its Permitted Transferees' LLC Interests agent to reflect (i) notice of any changes received by the Trustee pursuant to Section 9 of the Call Option Agreement and associated Membership Points (or such portion as ii) any Assignment of a Call Option pursuant to Section 10(b) of the Other Principals agree Call Option Agreement. The Trustee shall not execute an acknowledgement to purchase). If an Assignment pursuant to Section 10(b)(ii) of the Other Principals do not elect to purchase all of that Principal's Call Option Agreement unless and his or its Permitted Transferees' LLC Interests and associated Membership Points, ▇▇▇▇▇▇▇▇▇ until it shall have the right, exercisable by providing a Call Notice to the Principal, that Principal's estate and that Principal's Permitted Transferees, as the case may be, within the 60-day period following receipt received executed originals of notice from the Other Principals declining to purchase all or a portion of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points (or, if ▇▇▇▇▇▇▇▇▇ has not received any notice from the Other Principals regarding their intent to purchase any portion of that Principal's and his or its Permitted Transferee's LLC Interests and associated Membership Points, within the 60-day period following the first 60-day period), to purchase some or all of the remaining LLC Interests and associated Membership Points of that Principal and his or its Permitted Transferees. If that right is exercised, that Principal and that Principal's estate and Permitted Transferees, as the case may be, shall be obligated documents referred to sell to ▇▇▇▇▇▇▇▇▇ all of that Principal's and his or its Permitted Transferee's remaining LLC Interests and associated Membership Points (or such portion as ▇▇▇▇▇▇▇▇▇ agrees to purchase). Notwithstanding anything to the contrary herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ shall not be obligated to purchase any or all of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points, and any rights granted by this in Section 7.3(a10(b)(i) may be exercised in whole or in part. The aggregate purchase price for all of that Principal's and his Permitted Transferees' LLC Interests and associated Membership Points purchased pursuant to this Section 7.3(a) shall be the Purchase Price thereof. Each of ▇▇▇▇▇▇▇▇▇ and the Other Principals shall pay the Purchase Price in proportion to the amount of LLC Interests and associated Membership Points being purchased by that Person. The Purchase Closing Date for a purchase pursuant to this Section 7.3(a) shall be within ten days following the earlier of the expiration of the time periods contained in the preceding paragraph or the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇Option Agreement. At Promptly after the closing of the purchase from the PrincipalCall Determination Date, the estate of the deceased Principal and/or the Principal's Permitted Transferees, ▇▇▇▇▇▇▇▇▇ and/or the Other Principals Trustee shall deliver give written notice by letter to the Principal, his or its Permitted Transferees or the personal representative Holder of the deceased Principal's estate, as the case may be, the Purchase Price by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. ▇▇▇▇▇▇▇▇▇ and the Other Principals may purchase life insurance or disability insurance on any Principal. Each Principal shall cooperate with ▇▇▇▇▇▇▇▇▇ and the Other Principals in obtaining that insurance, including taking any required physical examinations. b. Within 60 days following (1) the date the Principal's employment with the LLC is terminated other than by reason of death, Disability or Retirement; (2) the date the Principal becomes a Non-Voting Member pursuant to Section 4.6(d); or (3) a transfer required by operation of law or other involuntary transfer of a Principal's or his or its Permitted Transferee's LLC Interests and associated Membership Points, the Other Principals (in proportion to their Membership Points or in such other proportions as the Principals' Representative may determine) may exercise a Call each Certificate with respect to all or any portion of that Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points. If some or all of a Principal's or his or its Permitted Transferees' LLC Interests and associated Membership Points are transferred by operation of law or by means of any other involuntary transfer, that Person shall cause its transferees to comply with all of the requirements of this Section 7.3 as though they were parties hereto. A Call may be exercised by the Other Principals providing which a Call Notice to the Principal and/or the Principal's Permitted Transferees and ▇▇▇▇▇▇▇▇▇ within 60 days after Option has been exercised, specifying (i) that event, of their intent to purchase all or any portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points. If the Other Principals do not exercise a such Call with respect to all of a Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points in accordance with the preceding sentence (or if ▇▇▇▇▇▇▇▇▇ Option has not received any notice from the Other Principals of their intent to purchase any portion of that Principal's and his or its Permitted Transferees' LLC Interests and associated Membership Points within the 60-day period described in this Section 7.3(b)), ▇▇▇▇▇▇▇▇▇ shall have an additional 60 days to exercise a Call with respect to that portion of the Principal's and that Principal's Permitted Transferees' LLC Interests and associated Membership Points for which the Other Principals do not exercise a Call by providing a Call Notice to the Principal and his or its Permitted Transferees. Notwithstanding anything to the contrary contained herein, the Other Principals and ▇▇▇▇▇▇▇▇▇ shall not be obligated to exercise any Call, and any right granted in this Section 7.3(b) may be exercised in whole or in part. If a Call is exercised as a result of (1) a Principal's employment with the LLC being terminated without Cause or by reason of voluntary resignation of his employment with the LLC; or (2) a transfer required by operation of law or other involuntary transfer of a Principal's or that Principal's Permitted Transferees' LLC Interests and associated Membership Points, the purchase price payable by the Other Principals and/or ▇▇▇▇▇▇▇▇▇ to that Principal and his or its Permitted Transferees for their LLC Interests and associated Membership Points shall be the Purchase Price. If a Principal's employment with the LLC is terminated by the LLC for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), then, notwithstanding anything else to the contrary herein, the Purchase Price payable by the Other Principals and/or ▇▇▇▇▇▇▇▇▇ to that Principal and his or its Permitted Transferees for their LLC Interests shall be 60% of the Purchase Price that would otherwise apply. ▇▇▇ ▇▇▇▇▇▇▇▇ Closing Date under this Section 7.3(b) shall be within ten days following the earlier of the expiration of the time periods contained in the first paragraph of this Section 7.3(b) or the delivery of the Call Notice by ▇▇▇▇▇▇▇▇▇. At the closing of the purchase from the Principal, and/or the Principal's Permitted Transferees, ▇▇▇▇▇▇▇▇▇ and/or the Other Principals shall deliver to the Principal, or his or its Permitted Transferees, as the case may be, the Purchase Price by certified check or wire transfer of immediately available funds against delivery of the LLC Interests and associated Membership Points, free and clear of all liens, security interests and other encumbrances, and any other documents or instruments of transfer as they may reasonably request. c. Notwithstanding the foregoing, if a Call is been exercised with respect to such Certificate and that (except in the LLC Interests and associated Membership Points case of a Principal the Class X Call Option) the applicable Purchase Price shall be payable to the Holder on the Purchase Date, (ii) the Purchase Date, (iii) the amount of (or his or its Permitted Transferees who has voluntarily resigned his employment with the LLC other than by death, Disability or Retirement or for Good Reason or whose employment by the LLC is terminated for Cause or if the Principal becomes a Non-Voting Member pursuant to Section 4.6(d), in each case at any time prior to March 31, 2006, then the portion method of calculating) the Purchase Price payable to that Principal and his or its Permitted Transferees shall be paid by delivery of a three-year promissory note of the purchaser(s) of such LLC Interests and associated Membership Points to the selling Principal and his or its Permitted Transferees, which shall bear interest at the "applicable federal rate" determined under Section 1274(d) of the Code for three-year instruments (a "Note"), payable quarterly, and the principal of which shall be payable three years after the Purchase Closing Date. If such employment is terminated after March 31, 2006, the Purchase Price must be paid in cash as provided above. d. On the last day of the month in which a Call is exercised, the Principal who has died, become Disabled or Retired and his or its Permitted Transferees, or the Principal and his or its Permitted Transferees who have received a Call Notice, shall cease to have any rights as a Member with respect to the LLC Interest for which Calls have been exercised, other than (1) the right to receive the Purchase Price on the Purchase Closing Date Holder and (2iv) if the right to receive distributions and allocations with respect to Certificate is not then held in book-entry form, that LLC Interest through the Purchase Closing Date. e. In the event of the death, Disability or Retirement of ▇▇▇▇▇▇, the Family Trust shall be treated for purposes of this Section 7.3 as having died, become Disabled or Retired on the date ▇▇▇▇▇▇ died, became Disabled or Retired. If Robert's employment with the LLC is terminated other than by reason of death, Disability or Retirement, or if his Membership in the LLC is terminated for Cause, then the Family Trust shall be treated for purposes of this Section 7.3 as having terminated employment with the LLC or terminated its membership in the LLC in such circumstance and on such date, except that, with respect to only those LLC Interests owned by the Family Trust as of the date hereof, each of the Family Trust shall, notwithstanding any provision to the contrary in Section 7.3(b), receive 100% payment of the Purchase Price will be made (on or after the Purchase Date) only upon presentation and surrender of the Certificate at the office of the Certificate Registrar designated in such notice. Subject to Section 3.17(g), on the Purchase Date, the Trustee shall, for those LLC Interests each Certificate with respect to which a Call Option (other than the Class X Call Option) has been exercised, withdraw from the Certificate Account the applicable Purchase Price deposited therein by the applicable Call Option Holder in accordance with the Call Option Agreement, and shall distribute such amount to the related Certificateholder by wire transfer in immediately available funds for the account of, or by check mailed to, such Certificateholder, as specified by such Certificateholder and at the address of such Certificateholder appearing in the Certificate Register. Notwithstanding Section 3.17(f), in the event that the Certificate is not then held in book-entry form, payment of the applicable Purchase Price in accordance with Section 3.17(f) shall be made only upon presentation and surrender of the Certificate at the office of the Certificate Registrar. In the event that any Holder of a Certificate with respect to which a Call Option has been exercised shall not surrender its Certificate for cancellation within six months after the Purchase Date, the Trustee shall give a second written notice to such Certificateholder in the form of the notice specified in Section 3.17(e). If within one year after the second notice such Certificateholder shall not have surrendered its Certificate for cancellation, the Trustee may, at the direction of the Master Servicer, take appropriate steps to contact such Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the applicable Purchase Price. With respect to each Book-Entry Certificate for which a Call Option Holder has exercised a Call Option and (except in cash. f. If the Insurance Trust has not exercised all case of its Put rights pursuant to Section 7.2 by March 31, 2009the Class X Call Option) deposited the applicable Purchase Price into the Certificate Account in accordance with the Call Option Agreement, the Other Principals Trustee shall, on or promptly after the Purchase Date, in accordance with instructions received from the Call Option Holder, instruct the applicable Clearing Agency to transfer the beneficial ownership interest in such Book-Entry Certificate to the Call Option Holder. With respect to each Definitive Certificate for which a Call Option Holder has exercised a Call Option and (except in proportion the case of the Class X Call Option) deposited the applicable Purchase Price into the Certificate Account in accordance with the Call Option Agreement, the Holder of such Definitive Certificate prior to their Membership Points or the Purchase Date shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Call Option Holder. On the Purchase Date, the Trustee shall cause the Certificate Registrar to note in suchthe Certificate Register the registration of the transfer of such Definitive Certificate to the Call Option Holder, and the Call Option Holder shall be recognized as the Holder of such Definitive Certificate. Each Holder of a Certificate is deemed, by acceptance of such Certificate, to acknowledge and accept the provisions of this Section 3.17(h).