Common use of Call Options Clause in Contracts

Call Options. (a) During the Call Option Period, the Senior Call Option Holder may exercise its Senior Call Option with respect to each Class A-1, Class A-2 and Class A-3 Certificate, and the Class B-1 Call Option Holder may exercise its Call Option with respect to each Class B-1 Certificate, in each case by providing written notice to the Trustee; provided, however, that with respect to the Class A-1, Class A-2 and Class A-3 Certificates, the Senior Call Option Holder may only exercise its Call Options with respect to all, but no fewer than all, of the outstanding Certificates of any of such Classes and the Class B-1 Call Option Holder may only exercise its Call Option with respect to all, but no fewer than all, of the outstanding Class B-1 Certificates. (b) At the end of the Call Option Period, the Trustee shall notify each Holder of a Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, in each case consistent with the notification requirements of Section 10.01(b). (c) Pursuant to Section 5 of the Senior Call Option Agreement and Section 5 of the Class B-1 Call Option Agreement, the Senior Call Option Holder and the Class B-1 Call Option Holder, respectively, have agreed to deposit into the Distribution Account (by wire transfer in immediately available funds to the Trustee), no later than one (1) Business Day prior to the Call Option Date, the Call Option Purchase Price for each Certificate for which the Senior Call Option Holder or the Class B-1 Call Option Holder, as the case may be, has exercised its Call Option. (d) On the Call Option Date, with respect to each Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Call Option Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. (e) With respect to each Book-Entry Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the transfer of the Ownership Interest in such Book-Entry Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, as Certificate Owner, shall be effected by the applicable Depository Participant (or the applicable indirect participant in the Depository, as the case may be) upon notice by the Trustee. Upon such transfer, the Certificate Owner of such Book-Entry Certificate prior to such exercise of such Call Option shall cease to have any Ownership Interest in such Book-Entry Certificate on or after the Call Option Date. Notwithstanding any provision herein to the contrary, with respect to each Definitive Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the Holder of such Definitive Certificate prior to such exercise of such Call Option shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable. On the Call Option Date, the Trustee shall cause the Certificate Registrar to note in the Certificate Register the registration of the transfer of such Definitive Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, and the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, shall be recognized as the Record Holder of such Definitive Certificate. Each Holder of a Class A-1, Class A-2, Class A-3 or Class B-1 Certificate is deemed, by acceptance of any such Certificate, to acknowledge and accept the provisions of this Section 8.17(e). The Trustee shall treat each Call Option as a contractual right combined with a regular interest within the meaning of Treasury regulation ss. 1.860G-2(i) and will account for such Call Option separately from the corresponding Class A-1, Class A-2, Class A-3 or Class B-1 Certificate." Subsection 2.5. Exhibit C to the Original PSA is hereby amended by adding the following new paragraph to be inserted after the second full paragraph on page C-3:

Call Options. 2.1 The Shareholders hereby grant to the Optionholder the following Options: 2.1.1 In consideration of the payment by the Optionholder to Individual A of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase the Individual A Option Shares and, on the exercise of the Individual A Option, Individual A will become bound to sell and the Optionholder will become bound to purchase the Individual A Option Shares on the Transfer Terms; 2.1.2 In consideration of the payment by the Optionholder to Individual B of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase the Individual B Option Shares and, on the exercise of the Individual B Option, Individual B will become bound to sell and the Optionholder will become bound to purchase the Individual B Option Shares on the Transfer Terms; and 2.1.3 The Individual A Option and the Individual B Option may be exercisable in respect of all or some of Option Shares. If an exercise is not in respect of all of the Option Shares, (a) During the Call Option Period, the Senior Call Option Holder may exercise its Senior Call Option with respect to each Class A-1, Class A-2 and Class A-3 Certificate, and the Class B-1 Call Option Holder may exercise its Call Option with respect to each Class B-1 Certificate, in each case by providing written notice Optionholder shall (to the Trusteeextent possible) exercise the Options in such a way that an equal number of Options Shares are acquired from each of Individual A and Individual B; provided, however, that with respect to the Class A-1, Class A-2 and Class A-3 Certificates, the Senior Call Option Holder may only exercise its Call Options with respect to all, but no fewer than all, of the outstanding Certificates of any of such Classes and the Class B-1 Call Option Holder may only exercise its Call Option with respect to all, but no fewer than all, of the outstanding Class B-1 Certificates. (b) At the end Optionholder shall have the right to exercise the Options in respect of the Call remaining Option Shares at a later time and at multiple times within the Option Period, the Trustee . 2.2 The Option Price per Option Share shall notify each Holder of a Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, be calculated in each case consistent accordance with the notification requirements of Section 10.01(b). following formula (cexpressed in RMB) Pursuant and subject to Section 5 of the Senior Call following provisions: If the Optionholder exercises an option under the Offshore BVI Option Agreement and Section 5 prior to the first exercise of the Class B-1 Call Option Shares under this Agreement, the Senior Call Option Holder Price per Option Share for the first exercise of Option Shares shall be calculated in accordance with the following formula (expressed in RMB) and the Class B-1 Call Option Holder, respectively, have agreed to deposit into the Distribution Account (by wire transfer in immediately available funds subject to the Trustee), no later than one following provisions: Where: A: RMB 20,000,000; B: Higher of (1a) Business Day 30-day VWAP of the shares of the Cayman SPV on the first trading day after the expiry of the Lockup or (b) 30-day VWAP of the shares of the Cayman SPV on the last trading day immediately prior to the Call Option Exercise Date. If initial public offering has not taken place at the time of the relevant Exercise Date, then the Call most recent Private Placement Price, or if there is an acquisition of the Cayman SPV by a third party, then the price per share of the Cayman SPV that is being offered by the acquirer, whichever is the most recent; C: Cumulative dividends or distributions per share of the Cayman SPV between 17 December 2014 and the relevant Exercise Date; D: The first Private Placement Price within 12 months from 17 December 2014; E: Number of Offshore BVI Shares held by the Company at the relevant Exercise Date; F: Sum of (a) number of Offshore BVI Shares held by the Company at the relevant Exercise Date and (b) number of Offshore BVI Shares previously held by the Company and exercised under the Offshore BVI Option Purchase Price for each Certificate for Agreement; G: Sum of (a) number of the Option Shares held by the Shareholders at the relevant Exercise Date and (b) number of the Option Shares previously held by the Shareholders and exercised under this Agreement; H: Cumulative proceeds received by the Company from sale of Offshore BVI Shares pursuant to previous option exercise(s) under the Offshore BVI Option Agreement (if any); and I: Number of shares of the Company which is the Senior Call Option Holder subject of the first exercise under this Agreement. PROVIDED ALWAYS THAT:- i. If there is any change of shareholding of any Shareholder in the Company (e.g. stock splits, stock consolidation, issuance of bonus shares or otherwise), the Class B-1 Call Option Holder, as the case may be, has exercised its Call Optionabove definition G shall be amended accordingly. ii. If there is any change of shareholding of the New SPV in the Cayman SPV (d) On the Call Option Datee.g. stock splits, with respect to each Class A-1stock consolidation, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercisedissuance of bonus shares or otherwise), the Trustee above definitions B, C and D shall withdraw from be amended accordingly. iii. If there is any change of shareholding of the Distribution Account the applicable Call Option Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing Company in the Certificate RegisterNew SPV (e.g. stock splits, provided that such payment shall only be made after presentation and surrender stock consolidation, issuance of the Certificate if the Certificates are no longer held in book-entry form. (e) With respect to each Book-Entry Certificate for which the Senior Call Option Holder bonus shares or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Dateotherwise), the transfer of the Ownership Interest in such Book-Entry Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, as Certificate Owner, above definitions E and F shall be effected by the applicable Depository Participant (or the applicable indirect participant in the Depository, as the case may be) upon notice by the Trustee. Upon such transfer, the Certificate Owner of such Book-Entry Certificate prior to such exercise of such Call Option shall cease to have any Ownership Interest in such Book-Entry Certificate on or after the Call Option Date. Notwithstanding any provision herein to the contrary, with respect to each Definitive Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the Holder of such Definitive Certificate prior to such exercise of such Call Option shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable. On the Call Option Date, the Trustee shall cause the Certificate Registrar to note in the Certificate Register the registration of the transfer of such Definitive Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, and the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, shall be recognized as the Record Holder of such Definitive Certificate. Each Holder of a Class A-1, Class A-2, Class A-3 or Class B-1 Certificate is deemed, by acceptance of any such Certificate, to acknowledge and accept the provisions of this Section 8.17(e). The Trustee shall treat each Call Option as a contractual right combined with a regular interest within the meaning of Treasury regulation ss. 1.860G-2(i) and will account for such Call Option separately from the corresponding Class A-1, Class A-2, Class A-3 or Class B-1 Certificateamended accordingly." Subsection 2.5. Exhibit C to the Original PSA is hereby amended by adding the following new paragraph to be inserted after the second full paragraph on page C-3:

Call Options. (a) During The Sellers (Sellers under this Article IX shall not include Jiuding and Chengdu Everassion Equity Investment Fund Center (LP)) shall have the Call Option right and option to require the Buyer to purchase from each Seller SPV (Seller SPV under this Article IX shall not include GOLDEN TRIDENT INVESTMENT LIMITED), in whole and not or in part, by delivering an irrevocable notice (“Exercise Notice”) signed by all the shareholders then holding shares of the Company (other than the Buyer) to the Buyer within ninety (90) calendar days following the Financial Statements Date in each year of 2015, 2016 and 2017, as applicable (each an “Exercise Period”), the Senior Call Option Holder may exercise its Senior Call Option with respect Buyer shall have the obligation to purchase the Put Shares held by each Class A-1, Class A-2 Seller SPV as set forth in the Exercise Notice and Class A-3 Certificate, and the Class B-1 Call Option Holder may exercise its Call Option with respect to each Class B-1 Certificate, in each case by providing written notice pursuant to the Trusteeterms and conditions hereunder; provided, however, that the Exercise Notice will be delivered only once in each year of 2015, 2016 and 2017: (i) 28% of the number of Put Shares held by each Seller SPV in 2015 (“Option I”); (ii) 11% of the number of Put Shares held by each Seller SPV in 2016 (“Option II”); and (iii) the remaining Put Shares held by each Seller SPV in 2017 (“Option III”, together with respect to the Class A-1, Class A-2 Option I and Class A-3 CertificatesOption II, the Senior “Call Options”) plus the number of Put Shares subject to Option Holder may only exercise its Call Options with respect to all, but no fewer than all, of the outstanding Certificates of any of such Classes I and the Class B-1 Call Option Holder may only exercise its Call II (for so long as neither Option with respect to all, but no fewer than all, of the outstanding Class B-1 CertificatesI nor Option II has been exercised). (b) At The Buyer shall have the end discretion to exercise all of its Call Options in 2017, but in no event shall the Call Option PeriodOptions be exercised on or after April 30, the Trustee shall notify each Holder of a Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, in each case consistent with the notification requirements of Section 10.01(b)2017. (c) Pursuant to Section 5 The closing of the Senior transaction pursuant to each exercise of the Call Option Agreement Option(s) shall be conditioned upon the closing of the purchase of the same percentage of equity interest in the Company by TNET from the Sellers in accordance with the Onshore SPA and each of the conditions set forth in Section 4.1 and Section 5 4.2 of this Agreement having been met or waived by the Buyer as of the Class B-1 Call Option Agreement, closing date of each exercise of the Senior Call Option Holder and the Class B-1 Call Option Holder, respectively, have agreed to deposit into the Distribution Account (by wire transfer in immediately available funds to the Trustee), no later than one (1) Business Day prior to the Call Option Date, the Call Option Purchase Price for each Certificate for which the Senior Call Option Holder or the Class B-1 Call Option Holder, as the case may be, has exercised its Call Option. (d) On The purchase price of the Ordinary Shares subject to the Call Option Date, with respect Options shall be calculated pursuant to each Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Call Option Purchase Price formula set forth in EXHIBIT I attached hereto and distribute it subject to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder terms and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry formconditions hereof. (e) With respect The purchase price may be paid in cash or by VNET Shares based on Fair Market Value of such VNET Shares, or by the combination of both, which shall be determined: (i) by the Sellers jointly upon the Sellers’ exercise of Option I in 2015; provided, however, that in no event shall the number of VNET Shares paid to each Book-Entry Certificate for the Sellers, in the aggregate, exceed 10% of the total issued and outstanding VNET Shares as of the date on which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the transfer of the Ownership Interest Exercise Notice is delivered in such Book-Entry Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, as Certificate Owner, shall be effected 2015; (ii) by the applicable Depository Participant Purchaser upon the Sellers’ exercise of Option II in 2016 or Option III in 2017; or (or the applicable indirect participant in the Depository, as the case may beiii) upon notice by the Trustee. Upon such transfer, Purchaser upon the Certificate Owner of such Book-Entry Certificate prior to such Sellers’ exercise of such all Call Option shall cease to have any Ownership Interest Options in such Book-Entry Certificate on or after the Call Option Date. Notwithstanding any provision herein to the contrary, with respect to each Definitive Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the Holder of such Definitive Certificate prior to such exercise of such Call Option shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable. On the Call Option Date, the Trustee shall cause the Certificate Registrar to note in the Certificate Register the registration of the transfer of such Definitive Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, and the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, shall be recognized as the Record Holder of such Definitive Certificate. Each Holder of a Class A-1, Class A-2, Class A-3 or Class B-1 Certificate is deemed, by acceptance of any such Certificate, to acknowledge and accept the provisions of this Section 8.17(e). The Trustee shall treat each Call Option as a contractual right combined with a regular interest within the meaning of Treasury regulation ss. 1.860G-2(i) and will account for such Call Option separately from the corresponding Class A-1, Class A-2, Class A-3 or Class B-1 Certificate2017." Subsection 2.5. Exhibit C to the Original PSA is hereby amended by adding the following new paragraph to be inserted after the second full paragraph on page C-3:

Call Options. 2.1 The Shareholders hereby grant to the Optionholder the following Options: 2.1.1 In consideration of the payment by the Optionholder to Individual A of the sum of RMB 748,855 within five Business Days after the date of this Agreement and the continuing premium payable to Individual A under clause 2.1.4, the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase the Individual A Option Interests and, on the exercise of the Individual A Option, Individual A will become bound to sell and the Optionholder will become bound to purchase the Individual A Option Interests on the Transfer Terms; 2.1.2 In consideration of the payment by the Optionholder to Individual B of the sum of RMB 748,855 within five Business Days after the date of this Agreement and the continuing premium payable to Individual B under clause 2.1.4, the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase the Individual B Option Interests and, on the exercise of the Individual B Option, Individual B will become bound to sell and the Optionholder will become bound to purchase the Individual B Option Interests on the Transfer Terms; and 2.1.3 The Individual A Option and the Individual B Option may be exercisable in respect of all or some of Option Interests. If an exercise is not in respect of all of the Option Interests, (a) During the Call Optionholder shall (to the extent possible) exercise the Options in such a way that an equal percentage of Option Interests are acquired from each of Individual A and Individual B; and (b) the Optionholder shall have the right to exercise the Options in respect of the remaining Option Interests at a later time and at multiple times within the Option Period. 2.1.4 In addition to the option premiums paid by the Optionholder to the Shareholders in clauses 2.1.1 and 2.1.2 respectively, the Senior Call Option Holder may exercise its Senior Call Option Optionholder shall also pay each Shareholder a continuing premium on the last Business Day of each calendar year for the duration of this Agreement which shall be calculated in accordance with respect to each Class A-1, Class A-2 the following formula (expressed in RMB) and Class A-3 Certificate, and the Class B-1 Call Option Holder may exercise its Call Option with respect to each Class B-1 Certificate, in each case by providing written notice subject to the Trustee; provided, however, that with respect to following provisions: where A: Price for the Class A-1, Class A-2 and Class A-3 Certificates, the Senior Call Option Holder may only exercise its Call Options with respect to all, but no fewer than all, repurchase of the outstanding Certificates equity income rights which remains payable to Ping An Dahua by Individual A and Individual B respectively under the AMP as at the relevant payment date; B: Repurchase premium rate provided under the AMP; C: Number of any natural days in that calendar year (for the first annual payment, the number of such Classes and natural days from the Class B-1 Call Option Holder may only exercise its Call Option with respect to all, but no fewer than all, Commencement Day of the outstanding Class B-1 Certificates.AMP up until 31 December 2014); D: Registered capital of the Company owned by such Shareholder; and E: Sum of (a) registered capital of the Company owned by the Shareholders on last Business Day of that calendar year and (b) At the end registered capital of the Call Company previously held by the Shareholders and exercised under this Agreement. 2.2 The Option Period, the Trustee Price payable to each Shareholder shall notify each Holder of a Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, be calculated in each case consistent accordance with the notification requirements of Section 10.01(b). following formula (cexpressed in RMB) Pursuant to Section 5 of the Senior Call Option Agreement and Section 5 of the Class B-1 Call Option Agreement, the Senior Call Option Holder and the Class B-1 Call Option Holder, respectively, have agreed to deposit into the Distribution Account (by wire transfer in immediately available funds subject to the Trustee), no later than one (1) Business Day prior to the Call Option Date, the Call Option Purchase Price for each Certificate for which the Senior Call Option Holder or the Class B-1 Call Option Holder, as the case may be, has exercised its Call Option. (d) On the Call Option Date, with respect to each Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Call Option Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. (e) With respect to each Book-Entry Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the transfer of the Ownership Interest in such Book-Entry Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, as Certificate Owner, shall be effected by the applicable Depository Participant (or the applicable indirect participant in the Depository, as the case may be) upon notice by the Trustee. Upon such transfer, the Certificate Owner of such Book-Entry Certificate prior to such exercise of such Call Option shall cease to have any Ownership Interest in such Book-Entry Certificate on or after the Call Option Date. Notwithstanding any provision herein to the contrary, with respect to each Definitive Certificate for which the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the Holder of such Definitive Certificate prior to such exercise of such Call Option shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable. On the Call Option Date, the Trustee shall cause the Certificate Registrar to note in the Certificate Register the registration of the transfer of such Definitive Certificate to the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, and the Senior Call Option Holder or Class B-1 Call Option Holder, as applicable, shall be recognized as the Record Holder of such Definitive Certificate. Each Holder of a Class A-1, Class A-2, Class A-3 or Class B-1 Certificate is deemed, by acceptance of any such Certificate, to acknowledge and accept the provisions of this Section 8.17(e). The Trustee shall treat each Call Option as a contractual right combined with a regular interest within the meaning of Treasury regulation ss. 1.860G-2(i) and will account for such Call Option separately from the corresponding Class A-1, Class A-2, Class A-3 or Class B-1 Certificate." Subsection 2.5. Exhibit C to the Original PSA is hereby amended by adding the following new paragraph to be inserted after the second full paragraph on page C-3provisions:

Call Options. (a) During the Call Option Period, the Senior Call Option Holder may exercise its Senior Call Option with respect to each Class A-1, Class A-2 and Class A-3 Certificate, and the Class B-1 Call Option Holder may exercise its Class B-1 Call Option with respect to each Class B-1 Certificate, in each case by providing written notice to the Trustee; provided, however, that with respect to the each such Class A-1, Class A-2 and Class A-3 of Certificates, the Senior related Call Option Holder may only exercise its Call Options with respect to all, but no fewer than all, of the outstanding Certificates of any of such Classes and the Class B-1 Call Option Holder may only exercise its Call Option with respect to all, but no fewer than all, of the outstanding Class B-1 CertificatesClass. (b) At the end of the Call Option Period, the Trustee shall notify each Holder of a Class A-1, Class A-2, A-2 and Class A-3 Certificate for which the related Senior Call Option was exercised, and each Holder of a Class B-1 Certificate for which the related Class B-1 Call Option was exercised, in each case consistent with the notification requirements of Section 10.01(b). (c) Pursuant to Section 5 of each of the Senior Call Option Agreement and Section 5 of the Class B-1 Call Option Agreement, the Senior Call Option Holder and the Class B-1 Call Option Holder, respectively, Holders have each agreed to deposit into the Distribution Account (by wire transfer in immediately available funds to the Trustee), no later than one (1) Business Day prior to the Call Option Date, the Call Option Purchase Price for each Certificate for which the Senior such Call Option Holder or the Class B-1 Call Option Holder, as the case may be, has exercised its Call Option. (d) On the Call Option Date, with respect to each Class A-1, Class A-2, Class A-3 and Class B-1 Certificate for which the related Call Option was exercised, the Trustee shall withdraw from the Distribution Account the applicable Call Option Purchase Price and distribute it to the related Certificateholder by wire transfer in immediately available funds for the account of such Certificateholder, or by any other means of payment as specified by such Certificateholder and at the address of such Holder appearing in the Certificate Register, provided that such payment shall only be made after presentation and surrender of the Certificate if the Certificates are no longer held in book-entry form. (e) With respect to each Book-Entry Certificate for which the Senior related Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the transfer of the Ownership Interest in such Book-Entry Certificate to the Senior Call Option Holder or Class B-1 related Call Option Holder, as applicable, as Certificate Owner, shall be effected by the applicable Depository Participant (or the applicable indirect participant in the Depository, as the case may be) upon notice by the Trustee. Upon such transfer, the Certificate Owner of such Book-Entry Certificate prior to such exercise of such Call Option shall cease to have any Ownership Interest in such Book-Entry Certificate on or after the Call Option Date. Notwithstanding any provision herein to the contrary, with respect to each Definitive Certificate for which the Senior related Call Option Holder or Class B-1 Call Option Holder, as applicable, has exercised the related Call Option and deposited the aggregate applicable Call Option Purchase Price into the Distribution Account on the Call Option Date, the Holder of such Definitive Certificate prior to such exercise of such Call Option shall be deemed to have surrendered such Definitive Certificate to the Certificate Registrar for transfer to the Senior Call Option Holder or Class B-1 such Call Option Holder, as applicable. On the Call Option Date, the Trustee shall cause the Certificate Registrar to note in the Certificate Register the registration of the transfer of such Definitive Certificate to the Senior Call Option Holder or Class B-1 related Call Option Holder, as applicable, and the Senior such Call Option Holder or Class B-1 Call Option Holder, as applicable, shall be recognized as the Record Holder of such Definitive Certificate. Each Holder of a Class A-1, Class A-2, Class A-3 or Class B-1 Certificate is deemed, by acceptance of any such Certificate, to acknowledge and accept the provisions of this Section 8.17(e). The Trustee shall treat each Call Option as a contractual right combined with a regular interest within the meaning of Treasury regulation ss. 1.860G-2(i) and will account for such Call Option separately from the corresponding Class A-1, Class A-2, Class A-3 or Class B-1 Certificate." Subsection 2.5. Exhibit C to the Original PSA is hereby amended by adding the following new paragraph to be inserted after the second full paragraph on page C-3: