Common use of Call Procedure Clause in Contracts

Call Procedure. Upon the exercise of a Call Option in accordance with this Article XIII, the Defaulting Member shall become bound to sell all and not less than all of its Membership Interests in accordance with the terms set forth in this section. Likewise, upon the exercise of a Call Option by Park 610 in accordance with Section 7.3(e) hereof, DTVLA shall become bound to sell all and not less than all of its Membership Interests in accordance with the terms set forth in this section. The Membership Interests required to be sold by the Defaulting Member or DTVLA, as the case may be, are referred to herein as the “Call Membership Interests”. (a) The purchase price of the Call Membership Interests shall be: (i) in the case of an Event of Default under Section 13.1(e), Section 13.1(f), Section 13.1(g) or Section 13.1(h), their net book value; (ii) in the case of an Event of Default under any other Section eighty percent (80%) of the net book value of the Call Membership Interests; and (iii) in the case of the exercise by Park 610 of its rights under Section 7.3(e), the Fair Market Value of the Call Membership Interests. (b) The Non-Defaulting Members or, in the case of a Call Option exercised by Park 610 pursuant to Section 7.3(e), the Members other than DTVLA, shall be entitled to purchase the Call Membership Interests pro-rata in accordance with their Ownership Percentage; provided, however, that in the event a Non-Defaulting Member or other Member does not exercise its Call Option, the Non-Defaulting Members or other Members who do exercise their Call Option (the “Buying Members”) will have the right to purchase the remaining Call Membership Interests pro rata based upon the Ownership Percentage of each Buying Member. (i) In the case of the Call Option that may be exercised after the occurrence of an Event of Default, the Company shall promptly notify the Non- Defaulting Members in writing of the occurrence of an Event of Default and of the identity of the Defaulting Member. The Non-Defaulting Members must give written notice to the Chairman (who shall give such written notice to all the Members, including the Defaulting Member) of their intent to exercise the Call Option within 30 days of the Company’s notice. Failure by a Non-Defaulting Member to deliver this notice within such 30-day period shall constitute a waiver by a Non-Defaulting Member to exercise its Call Option. The Non-Defaulting Members must exercise their Call Option within 60 days of the notice of the Company to the Non-Defaulting Members, otherwise their corresponding Call Options shall be deemed to have expired; provided, however, in the event a Buying Member shall fail to complete its portion of the call within such 60-day period, the remaining Buying Members shall have an additional 10 days from the expiration of such 60-day period to complete the purchase of all Call Membership Interests. (ii) In the case of the Call Option that may be exercised by Park 610 pursuant to Section 7.3(e) hereof, Park 610 must give written notice to the Chairman (who shall give such written notice to all the Members, including DTVLA) of its intent to exercise the Call Option within 30 days of receipt of DTVLA’s notice provided pursuant to Section 7.3(d). Failure by Park 610 to deliver this notice within such 30-day period shall constitute a waiver by Park 610 of its right to exercise the Call Option under these circumstances. Park 610 must exercise its Call Option within 60 days after the end of the Exclusive Period, otherwise its Call Option shall be deemed to have expired, unless the failure to exercise the Call Option is due to failure by DTVLA to cooperate in a timely manner in order to expedite the closing of the transfer of the Call Membership Interests or the failure to have determined the Fair Market Value in accordance with the definition thereof (due to no fault of Park 610), in which case Park 610’s right to exercise the Call Option shall be extended for such reasonable time as is necessary to determine the Fair Market Value. (d) The Buying Members shall be entitled to receive the Call Membership Interests duly endorsed by the Defaulting Member or DTVLA, as the case may be, and the Defaulting Member or DTVLA, as the case may be, shall deliver such Call Membership Interests to the Buying Members upon payment therefor.

Call Procedure. Upon the exercise of a Call Option in accordance with this Article XIIIOption, the Defaulting Member Failing Partner shall become bound to sell all and not less than all of its Membership Interests Partner Share (the "Call Shares") in accordance with the terms set forth in this section. Likewise, upon the exercise of a Call Option by Park 610 in accordance with Section 7.3(e) hereof, DTVLA shall become bound to sell all and not less than all of its Membership Interests in accordance with the terms set forth in this section. The Membership Interests required to be sold by the Defaulting Member or DTVLA, as the case may be, are referred to herein as the “Call Membership Interests”Section. (ai) The purchase price of the Call Membership Interests Shares shall be: be their value (imeasured at the date of exercise of such Call Option) as determined by the appraisers as provided in the case of an Event of Default under Section 13.1(e), Section 13.1(f), Section 13.1(g) or Section 13.1(h), their net book value;14.5 hereof. (ii) in the case of an Event of Default under any other Section eighty percent (80%) of the net book value of the Call Membership Interests; and (iii) in the case of the exercise by Park 610 of its rights under Section 7.3(e), the Fair Market Value of the Call Membership Interests. (b) The Each Non-Defaulting Members or, in the case of a Call Option exercised by Park 610 pursuant to Section 7.3(e), the Members other than DTVLA, Failing Partner shall be entitled to purchase the Call Membership Interests Shares pro-rata in accordance with their its Ownership PercentagePercentage of all outstanding Partner Shares other than the Partner Shares of the Failing Partner; provided, however, that in the event a Non-Defaulting Member or other Member Failing Partner does not exercise its Call Option, the Non-Defaulting Members or other Members Failing Partners who do exercise their the Call Option (the “"Buying Members”Partners") will have the right to purchase the remaining Call Membership Interests Shares pro rata based upon the Ownership Percentage of each Buying MemberPartner. (iiii) In the case of the Call Option that may be exercised after the occurrence of an Event of Default, the Company The Partnership shall promptly notify the Non- Defaulting Members Non-Failing Partners in writing of the occurrence of an Event of Default Failure and of the identity of the Defaulting MemberFailing Partner. The A Non-Defaulting Members Failing Partner must give written notice to the Chairman of the Board (who shall give such written notice to all the MembersPartners, including the Defaulting MemberFailing Partner) of their its intent to exercise the Call Option within 30 thirty (30) days of the Company’s Partnership's notice. Failure by a Non-Defaulting Member Failing Partner to deliver this such notice within such thirty (30-) day period shall constitute a waiver by a such Non-Defaulting Member Failing Partner to exercise its Call Option. The A Non-Defaulting Members Failing Partner must exercise their its Call Option within 60 sixty (60) days of after the notice of the Company Partnership to the Non-Defaulting MembersFailing Partner, otherwise their its corresponding Call Options Option shall be deemed to have expired; provided, however, that in the event a Buying Member Partner shall fail to complete its portion of the call within such 60-day period, the remaining Buying Members Partner shall have an additional 10 ten (10) days from the expiration of such 60-day period to complete the purchase of all Call Membership InterestsShares. (ii) In the case of the Call Option that may be exercised by Park 610 pursuant to Section 7.3(e) hereof, Park 610 must give written notice to the Chairman (who shall give such written notice to all the Members, including DTVLA) of its intent to exercise the Call Option within 30 days of receipt of DTVLA’s notice provided pursuant to Section 7.3(d). Failure by Park 610 to deliver this notice within such 30-day period shall constitute a waiver by Park 610 of its right to exercise the Call Option under these circumstances. Park 610 must exercise its Call Option within 60 days after the end of the Exclusive Period, otherwise its Call Option shall be deemed to have expired, unless the failure to exercise the Call Option is due to failure by DTVLA to cooperate in a timely manner in order to expedite the closing of the transfer of the Call Membership Interests or the failure to have determined the Fair Market Value in accordance with the definition thereof (due to no fault of Park 610), in which case Park 610’s right to exercise the Call Option shall be extended for such reasonable time as is necessary to determine the Fair Market Value. (div) The Buying Members buying Partner shall be entitled to receive the Call Membership Interests Shares duly endorsed by the Defaulting Member or DTVLA, as the case may be, Failing Partner and the Defaulting Member or DTVLA, as the case may be, Failing Partner shall deliver such Call Membership Interests Shares to the Buying Members Partner upon payment therefor. (v) In the event that payment is required under any guarantees previously provided by the Failing Partner pursuant to Section 9.4 hereof, the Buying Partner shall severally, based upon the number of Call Shares acquired by each such Buying Partner, indemnify the Failing Partner for up to fifty percent (50%) of any amounts actually paid by such Failing Partner under such guarantees.