Common use of Termination of a Member Clause in Contracts

Termination of a Member. If, in the event of the Termination of a Member (hereinafter a "Terminating Member"), the Terminating Member's trustee in bankruptcy or successor-in-interest shall have only the rights of an assignee of the right to receive Company distributions applicable to the Membership Interest of such Terminating Member. In the event of the Termination of a Member, the non-Terminating Members shall have the option to purchase the Membership Interest owned by such Terminating Members pro rata based on the relative Percentage Interests of such non-Terminating Members by serving written notice upon such Terminating Member's administrator, conservator, liquidator or other successor-in-interest within thirty (30) calendar days after the giving of written notice to such Members that such Terminating Member is to be dissolved or liquidated. If one or more of the non-Terminating Members do not elect to purchase their pro rata portion of such Membership Interest, and gives written notice of this decision to the other non-Terminating Members, the other non-Terminating Member(s) may elect to purchase pro rata the remainder of the Membership Interest of the Terminating Member. The price to be paid for such Membership Interest shall be equal to the total Capital Contributions made by the Terminating Member as of the date of dissolution or liquidation less any distributions received by the Terminating Member as of the date of dissolution or liquidation. The Sale of such Membership Interest to the Non-Terminating Members shall be made within ninety (90) calendar days after the Non-Terminating Members serve written notice of their intent to purchase the Terminating Member's Interest, subject to extension for a maximum of one hundred twenty (120) additional calendar days to the extent required to obtain all applicable governmental, regulatory and other third party consents and approvals. The purchase price shall be paid by an initial cash payment equal to 25% of the total -38- 147 purchase price, and the remaining 75% shall be paid by the delivery of a promissory note providing for five equal annual payments of principal, with accrued interest at the Prime Rate, which promissory note may be prepaid at any time without penalty.

Termination of a Member. If, in the event of the Termination of a Member (hereinafter a "Terminating Member"), the Terminating Member's trustee in bankruptcy or successor-in-interest shall have only the rights of an assignee of the right to receive Company distributions applicable to the any Class A Membership Interest and Class B Membership Interest of such Terminating Member. In the event of the Termination of a Member, the non-Terminating Members of each class shall have the option to purchase the Membership Interest of the same class owned by such Terminating Members pro rata based on the non-Terminating Members' relative Percentage Interests of such non-Terminating Members class by serving written notice upon such Terminating Member's administrator, conservator, liquidator or other successor-in-interest within thirty (30) calendar days after the giving of written notice to such Members that such Terminating Member is to be dissolved or liquidated. If one or more of the non-Terminating Members do not elect to purchase their pro rata portion of such same class of Membership Interest, and gives written notice of this decision to the other non-Terminating MembersMembers of the same class, the other non-Terminating Member(s) of the same class may elect to purchase pro rata the remainder of the same class of Membership Interest of the Terminating Member. The price to be paid for any such Class A Membership Interest shall be equal to the total Capital Contributions made by the Terminating Member as of the date of dissolution or liquidation less any distributions received by the Terminating Member Member's Unreturned Class A Preference Amount as of the date of dissolution or liquidation. The price to be paid for any such Class B Membership Interest shall be equal to the Accreted Value of such Class B Membership Interest. The Sale of such any Membership Interest to the Non-Terminating Members shall be made within ninety (90) calendar days after the Non-Terminating Members serve written notice of their intent to purchase the Terminating Member's Interest, subject to extension for a maximum of one hundred twenty (120) additional calendar days to the extent required to obtain all applicable governmental, regulatory and other third party consents and approvals. The purchase price shall be paid by an initial cash payment equal to 25% of the total -38- 147 purchase price, and the remaining 75% shall be paid by the delivery of a promissory note providing for five equal annual payments of principal, with accrued interest at the Prime Rate, which promissory note may be prepaid at any time without penalty.