Common use of Bankrupt Members Clause in Contracts

Bankrupt Members. This Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), shall have the option (but not the obligation), exercisable by notice to the Bankrupt Member (or its representative) at any time prior to the 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant time. The purchase price shall be an amount equal to the fair market value of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Members; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, such fair market value shall be determined by an independent appraiser mutually satisfactory to the Bankrupt Member and the 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 Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. 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 under this Section 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, 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 and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Section 11.2 shall apply if If any Member becomes Bankrupt (a “Bankrupt Member. In such event”), the other Company, by approval of Members holding a majority of the outstanding Membership Interests (excluding any Bankrupt Member) or, if the "Purchasing Members")Company does not exercise the relevant option, shall the non-Bankrupt Members which desire to participate, will have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option the Bankrupt Member (or its representative) shall selloption, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timerepresentative will sell, its Membership Interest. The purchase price shall will be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten Days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members shall purchase option, the purchasing Person will 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 under pursuant to this Section 11.2 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, 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. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Company, by approval of at least a majority in interest of the Members (excluding any Bankrupt Member or, if the "Purchasing Members")Company does not exercise the relevant option, shall the non-Bankrupt Members which desire to participate, will have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option the Bankrupt Member (or its representative) shall selloption, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timerepresentative will sell, its Membership Interest. The purchase price shall will be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory 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 Purchasing Members potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten (10) days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement, nor any "minority interest discount" if by an investment banking firm or by an independent appraiser, to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members shall purchase option, the purchasing Person will 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 under pursuant to this Section 11.2 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, without limitation, including 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. This Subject to Section 11.2 shall apply 12.1, if any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), Company shall have the option (but not the obligation)option, exercisable by notice from the Manager to the Bankrupt Member (or his or its representative) at any time prior to the 90th one hundred eightieth (180th) day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member him, her, or it to become a Bankrupt MemberBankrupt, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or his, her or its representative) representative shall sell, his, her or its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by between the Bankrupt Member (or his, her or its representative) and the Purchasing MembersManager; however, if those Persons do not agree on the fair market value on or before the 30th fifteenth (15th) day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge in the Eastern District of Texas then senior in service to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each shall pay one-half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members purchaser 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 (3) anniversaries of the closingthereof. The payment to be made to the Bankrupt Member or his, her, or its representative under pursuant to this Section 11.2 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, 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 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. This Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the other Members (the "“Purchasing Members"”), shall have the option (but not the obligation), exercisable by notice to the Bankrupt Member (or its representative) at any time prior to the 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests Sharing Ratios at the relevant time. The purchase price shall be an amount equal to the fair market value of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Members; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, such fair market value shall be determined by an independent appraiser mutually satisfactory to the Bankrupt Member and the Purchasing Members (without any "“controlling interest premium" ” if the Bankrupt Member's ’s Membership Interest has a Sharing Ratio of less than 66 2/3%, nor any "“minority interest discount" ” if the Bankrupt Member's ’s Membership Interest has a Sharing Ratio of greater than 33 1/3%. 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 under this Section 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, 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 and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), Company shall have the option (but not the obligation)option, exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option option, the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing MembersManagers; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects to the independent appraiser designated in that notice on or before the tenth day following receipt of that notice and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Northern District of Texas (Dallas Division) then senior in service to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each shall pay one-half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members purchaser shall pay the fair market value as so determined in four equal cash installments, 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 closingthereof. The payment to be made to the Bankrupt Member or its representative under pursuant to this Section 11.2 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, 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 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. This Section 11.2 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. In such event, the other Members (the "Purchasing Members"), Company shall have the option (but not the obligation)option, exercisable by notice from the Manager to the Bankrupt Member (or its representative) at any time prior to the 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member member (or its representative) and the Purchasing MembersManager; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Middle District of Florida, Jacksonville Division then senior in service to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each shall pay one-half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members purchaser 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 closingthereof. The payment to be made to the Bankrupt Member or its representative under pursuant to this Section 11.2 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, 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 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. This Subject to Section 11.2 shall apply 12.01(c), if any Member becomes a Bankrupt Member. In such event, the other Company or, if the Company does not exercise the relevant option, the remaining Members (the "Purchasing Members")which desire to participate, shall have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option option, the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspurchasing Person; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such Person, by written notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members purchasing Person each shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (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 Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%any). The Purchasing Members purchasing Person 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 under pursuant to this Section 11.2 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, 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 and its officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Subject to Section 11.2 shall apply 12.0l(b), if any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), shall Company will have the option (but not the obligation)option, exercisable by notice from the Member to the Bankrupt Member (or its representative) at any time prior to the 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) shall representative will sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall will be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by agreementby the Bankrupt Member (or its representative) and the Purchasing MembersMember; however, if those Persons do not agree on the fair market value on or before the 30th thirtieth day following the exercise of the option, either such Person by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge who is then senior in service, for the District and Division in which the registered office is located, to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each will pay one-half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members shall purchaser will 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 closingthereof. The payment to be made to the Bankrupt Member or its representative under pursuant to this Section 11.2 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, 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 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. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Company, by approval of at least a majority in interest of the Members (excluding any Bankrupt Member or, if the "Purchasing Members")Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, shall have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option option, the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members purchase option, the purchasing Person 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 under pursuant to this Section 11.2 52 58 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, 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 and its officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), Company shall have the option (but not the obligation)option, exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the 90th one hundred eightieth (180th) day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing MembersManagers; however, if those Persons do not agree on the fair market value on or before the 30th thirtieth (30th) day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects on or before the tenth (10th) day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the District of Delaware then senior in service to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each shall pay one half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members purchaser 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 (3) anniversaries of the closingthereof. The payment to be made to the Bankrupt Member or its representative under pursuant to this Section 11.2 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, 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 28 the Company 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. This Subject to Section 11.2 shall apply 12.01(c), if any Member becomes a Bankrupt Member. In such event, the other Members (the "Purchasing Members"), Company shall have the option (but not the obligation)option, exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by of the Bankrupt Member (or its representative) and the Purchasing MembersManagers; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, either such Person, by notice to the other, may require the determination of fair market value shall to be determined made by an independent appraiser mutually satisfactory specified in that notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent appraiser, either such Person may petition the United States District Judge for the Northern District of Georgia (Atlanta Division) then senior in service to designate an independent appraiser. The determination of the independent appraiser, however designated, is final and binding on all parties. The Bankrupt Member and the Purchasing Members (without any "controlling interest premium" if Company each shall pay one-half of the Bankrupt Member's Membership Interest has a Sharing Ratio costs of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%appraisal. The Purchasing Members purchaser 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 closingthereof. The payment to be made to the Bankrupt Member or its representative under pursuant to this Section 11.2 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, 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 and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Section 11.2 shall apply if If any Member becomes Bankrupt (a Bankrupt Member. In such event, the other Members (the "Purchasing MembersBANKRUPT MEMBER"), shall the Company, by approval of Members holding a majority of the outstanding Membership Interests (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 (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option the Bankrupt Member (or its representative) shall selloption, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timerepresentative will sell, its Membership Interest. The purchase price shall will be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten Days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members shall purchase option, the purchasing Person will 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 under pursuant to this Section 11.2 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, 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. This Section 11.2 shall apply if If any Member becomes Bankrupt (a Bankrupt "BANKRUPT Member. In such event, the other Members (the "Purchasing Members"), shall the Company, by approval of a Majority Interest (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 (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option the Bankrupt Member (or its representative) shall selloption, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timerepresentative will sell, its Membership Interest. The purchase price shall will be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each will pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten Days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members shall purchase option, the purchasing Person will 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 under pursuant to this Section 11.2 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, 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. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Company, by approval of at least a majority in interest of the Members (excluding any Bankrupt Member or, if the "Purchasing Members")Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, shall have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option option, the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members purchase option, the purchasing Person 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 under pursuant to this Section 11.2 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, 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 and its officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This 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 other Members Member (the "Purchasing MembersMember"), shall have the option (but not the obligation), exercisable by notice to the Bankrupt Member (or its representative) at any time prior to the 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member to become a Bankrupt Member, to buy or cause their designee designee, including any Affiliate of the Purchasing Member, to buy, and on the exercise of this option the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the Purchasing MembersMember; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, such fair market value shall be determined by an independent appraiser mutually satisfactory to the Bankrupt Member and the Purchasing Members (without any "controlling interest premium" Member. If the 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 Bankrupt Member's Membership Interest has a Sharing Ratio valuations of less than 66 2/3%, nor any "minority interest discount" if the Bankrupt Member's Membership Interest has a Sharing Ratio each of such independent appraisers does not differ by greater than 33 1/3fifteen percent (15%), then the fair market value shall be determined by taking 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 mutual agreement of the two independent appraisers and fair market value shall be determined by such third independent appraiser. The Purchasing Members 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 under this Section 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, 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 and (insofar as the affairs of the Company are concerned) against the Members.

Bankrupt Members. This Section 11.2 shall apply if If any Member becomes a Bankrupt Member. In such event, the other Company, by approval of at least a majority in interest of the Members (excluding any Bankrupt Member or, if the "Purchasing Members")Company does not exercise the relevant option, the non-Bankrupt Members which desire to participate, shall have the option (but not the obligation)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 90th 180th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member it to become a Bankrupt Member, to buy or cause their designee to buy, and and, on the exercise of this option option, the Bankrupt Member (or its representative) representative shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Percentage Interests at the relevant timeInterest. The purchase price shall be an amount equal to the fair market value of the Membership Interest thereof determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Memberspotential purchaser; however, if those Persons do not agree on the fair market value on or before the 30th 90th day following the exercise date of receipt by such potential purchaser of notice of the optionoccurrence 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 shall to be determined made by an independent appraiser mutually satisfactory specified in such notice. If the Person receiving that notice objects on or before the tenth day following receipt to the independent appraiser designated in that notice, and those Persons otherwise fail to agree on an independent 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 Purchasing Members potential purchaser each shall pay one-half of the costs of the appraisal and court costs in appointing an appraiser (without any "controlling interest premium" if any). If the Bankrupt Member's Membership Interest potential purchaser then elects, within ten days after the fair market value has a Sharing Ratio of less than 66 2/3%been decided by agreement or by an independent appraiser, nor any "minority interest discount" if to exercise the Bankrupt Member's Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members purchase option, the purchasing Person 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 under pursuant to this Section 11.2 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, 56 62 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 and its officers, agents, and representatives and (insofar as the affairs of the Company are concerned) against the Members.