Common use of Bankrupt Members Clause in Contracts

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm designated in that notice, and those Persons otherwise fail to agree on an investment banking firm, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes Bankrupt (a “Bankrupt Member”), the Company, by approval of at least Members holding a majority in interest of the Members outstanding Membership Interests (excluding any Bankrupt Member Member) or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days Days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 10.03 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If This Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the Companyother Members (the "Purchasing Members"), by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the optionoption (but not the obligation), exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing it such Member to become a Bankrupt Member, to buy or cause their designee to buy, and, and on the exercise of this optionoption the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its representative will sell, its Membership InterestAffiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant time. The purchase price will shall be an amount equal to the fair market value thereof of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserPurchasing Members; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to shall be made determined by an investment banking firm of nationally recognized standing specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt independent appraiser mutually satisfactory to the investment banking firm designated in that notice, and those Persons otherwise fail to agree on an investment banking firm, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half Purchasing Members (without any "controlling interest premium" if the Bankrupt Member's Membership Interest has a Sharing Ratio of less than 66 2/3%, nor any "minority interest discount" if the costs Bankrupt Member's Membership Interest has a Sharing Ratio of the appraisal and court costs in appointing an appraiser (if any)greater than 33 1/3%. If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will The Purchasing Members shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries of the closing. The payment to be made to the Bankrupt Member or its representative pursuant to under this Section 11.1, 11.2 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, any rights with respect to the management, control or operation of the Company and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If Subject to the provisions of Section 12.1 hereof, this Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the Companyother Member (the "Purchasing Member"), by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the optionoption (but not the obligation), exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing it such Member to become a Bankrupt Member, to buy or cause their designee, including any Affiliate of the Purchasing Member, to buy, and, and on the exercise of this option, option the Bankrupt Member (or its representative will representative) shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserPurchasing Member; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to shall be made determined by an investment banking firm of nationally recognized standing specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt independent appraiser mutually satisfactory to the investment banking firm designated in that notice, and those Persons otherwise fail to agree on an investment banking firm, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)Purchasing Member. If the potential purchaser Bankrupt Member and the Purchasing Member are unable to agree upon a mutually satisfactory independent appraiser, each such Member shall appoint an independent appraiser to determine the fair market value; if the valuations of each of such independent appraisers does not differ by greater than fifteen percent (15%), then elects, within ten (10) days after the fair market value has been decided shall be determined by agreementtaking the arithmetic average of the two valuations. If the valuations of each of such independent appraisers differs by greater than fifteen percent (15%), then a third independent appraiser shall be selected by an investment banking firm or mutual agreement of the two independent appraisers and fair market value shall be determined by an such third independent appraiser, to exercise the purchase option, the purchasing Person will . The Purchasing Member shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries of the closing. The payment to be made to the Bankrupt Member or its representative pursuant to under this Section 11.1, 11.2 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, any rights with respect to the management, control or operation of the Company and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, Managers to the Bankrupt Member (or its representative) at any time prior to the 180th one hundred eightieth (180th) day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, and on the exercise of this option, option the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserManagers; however, if those Persons do not agree on the fair market value on or before the 90th thirtieth (30th) day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas Delaware then senior in active service to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will shall pay one-one half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in four equal cash installments, the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three (3) anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.1 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against 28 the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to Section 18-502(b) of the Act.

Bankrupt Members. If any Member becomes Bankrupt (a Bankrupt Member"BANKRUPT MEMBER"), the Company, by approval of at least Members holding a majority in interest of the Members outstanding Membership Interests (excluding any Bankrupt Member Member) or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days Days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 10.03 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If Subject to Section 12.01(c), if any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member Company or, if the Company does not exercise the relevant option, the non-Bankrupt remaining Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserpurchasing Person; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser purchasing Person each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the The purchasing Person will shall pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officersofficers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If This Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the Companyother Members (the “Purchasing Members”), by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the optionoption (but not the obligation), exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing it such Member to become a Bankrupt Member, to buy or cause their designee to buy, and, and on the exercise of this optionoption the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its representative will sell, its Membership InterestAffiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Sharing Ratios at the relevant time. The purchase price will shall be an amount equal to the fair market value thereof of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserPurchasing Members; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to shall be made determined by an investment banking firm of nationally recognized standing specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt independent appraiser mutually satisfactory to the investment banking firm designated in that notice, and those Persons otherwise fail to agree on an investment banking firm, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half Purchasing Members (without any “controlling interest premium” if the Bankrupt Member’s Membership Interest has a Sharing Ratio of less than 66 2/3%, nor any “minority interest discount” if the costs Bankrupt Member’s Membership Interest has a Sharing Ratio of the appraisal and court costs in appointing an appraiser (if any)greater than 33 1/3%. If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will The Purchasing Members shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries of the closing. The payment to be made to the Bankrupt Member or its representative pursuant to under this Section 11.1, 11.2 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, any rights with respect to the management, control or operation of the Company and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes Bankrupt (a Bankrupt "BANKRUPT Member"), the Company, by approval of at least a majority in interest of the Members Majority Interest (excluding any Bankrupt Member Member) or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days Days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 10.03 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, Managers to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, and on the exercise of this option, the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaserManagers; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects to the independent appraiser designated in that notice on or before the tenth (10th) day following receipt to the investment banking firm designated in of that notice, notice and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern Northern District of Texas (Dallas Division) then senior in active service to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in four equal cash installments the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to Sections 101.154 through 101.156 of the BOC.

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.1 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officersofficers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If This Section 11.01 shall not apply if there exists a binding Members’ Agreement providing for restrictions on the disposition of Membership Interests. To the extent the provisions of a Members’ Agreement conflict with those herein, the provisions of the Members’ Agreement shall control. Subject to Section 12.01(c), if any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, Manager to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, and on the exercise of this option, option the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member member (or its representative) and the potential purchaserManager; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern Middle District of Texas Florida, Jacksonville Division then senior in active service to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in four equal cash installments, the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to Article 5.02(D) of the Act.

Bankrupt Members. If Subject to Section 12.1, if any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, Manager to the Bankrupt Member (or his or its representative) at any time prior to the 180th one hundred eightieth (180th) day after receipt of notice of the occurrence of the event causing him, her, or it to become a Bankrupt MemberBankrupt, to buy, and, and on the exercise of this option, option the Bankrupt Member or his, her or its representative will shall sell, his, her or its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by between the Bankrupt Member (or his, her or its representative) and the potential purchaserManager; however, if those Persons do not agree on the fair market value on or before the 90th fifteenth (15th) day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for in the Southern Eastern District of Texas then senior in active service to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in four equal cash installments, the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three (3) anniversaries thereof. The payment to be made to the Bankrupt Member or his, her, or its representative pursuant to this Section 11.1, 11.1 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and his or its representative (and of all Persons claiming by, through, or under the Bankrupt Member and his or its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to the Act.

Bankrupt Members. If Subject to Section 12.01(c), if any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, Managers to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, and on the exercise of this option, option the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by of the Bankrupt Member (or its representative) and the potential purchaserManagers; however, if those Persons do not agree on the fair market value on or before the 90th 30th day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern Northern District of Texas Georgia (Atlanta Division) then senior in active service to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in four equal cash installments, the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.1 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including 56 62 including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officersofficers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. If any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will shall have the option, exercisable by notice from the Company or the Members, as the case may be, to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, on the exercise of this option, the Bankrupt Member or its representative will shall sell, its Membership Interest. The purchase price will shall be an amount equal to the fair market value thereof determined by agreement by the Bankrupt Member (or its representative) and the potential purchaser; however, if those Persons do not agree on the fair market value on or before the 90th day following the date of receipt by such potential purchaser of notice of the occurrence of the event causing the Member to become a Bankrupt Member, either such Person, by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas then senior in active service to designate an independent appraiser, whose determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser each will shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any). If the potential purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm agreement or by an independent appraiser, to exercise the purchase option, the purchasing Person will shall pay the fair market value as so determined in cash on closing. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.52 58

Bankrupt Members. If Subject to Section 12.0l(b), if any Member becomes a Bankrupt Member, the Company, by approval of at least a majority in interest of the Members excluding any Bankrupt Member or, if the Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, will have the option, exercisable by notice from the Company or the Members, as the case may be, Member to the Bankrupt Member (or its representative) at any time prior to the 180th day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to buy, and, and on the exercise of this option, option the Bankrupt Member or its representative will sell, its Membership Interest. The purchase price will be an amount equal to the fair market value thereof determined by agreement by agreementby the Bankrupt Member (or its representative) and the potential purchaserMember; however, if those Persons do not agree on the fair market value on or before the 90th thirtieth day following the date of receipt by such potential purchaser of notice exercise of the occurrence of the event causing the Member to become a Bankrupt Memberoption, either such Person, Person by written notice to the other, may require the determination of fair market value to be made by an investment banking firm of nationally recognized standing independent appraiser specified in such that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the investment banking firm independent appraiser designated in that notice, and those Persons otherwise fail to agree on an investment banking firmindependent appraiser, either such Person may petition the United States District Judge for the Southern District of Texas who is then senior in active service service, for the District and Division in which the registered office is located, to designate an independent appraiser, whose . The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the potential purchaser Company each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (if any)appraisal. If the potential The purchaser then elects, within ten (10) days after the fair market value has been decided by agreement, by an investment banking firm or by an independent appraiser, to exercise the purchase option, the purchasing Person will pay the fair market value as so determined in four equal cash installments, the first due on closingclosing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries thereof. The payment to be made to the Bankrupt Member or its representative pursuant to this Section 11.1, 11.01 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including including, without limitation, any Membership Interest, any rights in specific Company property, and any rights against the Company or its Subsidiaries and its Officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed pursuant to Article 5.02(D) of the Act.