Common use of Involuntary Transfers Clause in Contracts

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Outside Other Investor Member (each, an “"Involuntary Transfer”") shall be void unless such Management Member, Outside Investor Member or Outside Other Investor Member complies with this Section 12.4 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 12.4 13.6 and the Person person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 12.413.6. Upon the Involuntary Transfer of any InterestInterest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Outside Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contraryFor purposes of this Agreement, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor"Carrying Value", and such Involuntary Transferee shall have no rights with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such Override Unitsoutstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.

Involuntary Transfers. Any transfer (a) The provisions of title or beneficial ownership of this Section 13.3 shall apply to any Membership Interests upon defaultthat at any time become subject to an Involuntary Transfer (the "Transfer InterestTransfer Interest") and the Company, foreclosure, forfeit, divorce, court order or otherwise than by the Member owning the Transfer Interest (the "Affected MemberAffected Member") and any person to whom the Transfer Interest is proposed to be transferred (a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”"Proposed TransfereeProposed Transferee") shall be void unless such Management Member bound by the provisions of this Agreement. (b) Promptly upon obtaining knowledge of the occurrence of any Involuntary Transfer or Outside Member complies with this Section 12.4 and enables the Company to exercise occurrence of any event that will result in full its rights hereunder. Upon any an Involuntary Transfer, the Company Company, the Affected Member and any Proposed Transferee shall give written notice (the "Involuntary Transfer NoticeInvoluntary Transfer Notice") to the other Members (the "Unaffected MembersUnaffected Members") stating the circumstances allegedly requiring the Involuntary Transfer, when the Involuntary Transfer occurred or is to occur, the number of the Transfer Interest and the name, address and capacity of the Proposed Transferee. (c) Each of the Unaffected Members shall have an option, but not the obligation (the "Second OptionSecond Option"), to purchase any or all of the Transfer Interest at the Closing referred to in Section 13.3 (d) and for the purchase price and on the terms set forth in Section 13.3(e). To the extent that some, but not all, of the Unaffected Members wish to exercise the Second Option, such Unaffected Members wishing to exercise the Second Option (the "Second Exercising MembersSecond Exercising members") shall have the right option to purchase the Transfer Interest pro rata according to the Percentage Interests of the Second Exercising Members. The Second Option shall be exercised by an Unaffected Member by the giving of written notice of interest to exercise such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred Second Option (the “"Second Member Option NoticeSecond Member Option Notice") to the Affected Member and any Proposed Transferee with fifteen (15) business days following the date of receipt of the Involuntary Transferee”) Transfer Notice. Upon exercise of the Second Option, each Second Exercising Member shall have the obligation to sell purchase such Interests in accordance with Transfer Interest on and subject to the terms and conditions hereof. Failure by any Unaffected Member to give a Second Member Option Notice shall be deemed an election by the Member not to exercise the Second Option. (d) If any Transfer Interest is purchased pursuant to this Section 12.413.3, then such purchases shall, unless the parties thereto otherwise agree, be completed at a closing (the "Involuntary Transfer ClosingClosing") to be held at the principal office of the Company at 10:00 local time or at a mutually agreeable place and time on the tenth (10th) business day following the earlier to occur of (i) the exercise of the Second Option with respect to the Transfer Interest or (ii) the expiration of the fifteen (15) business day period referred to in Section 13.3 (c). Upon (e) The purchase price to be paid for each Transfer Interest sold pursuant to this Section 13.3 shall be an amount equal to the Fair Market Value of such Transfer Interest as of the end of the most recent fiscal year prior to the Involuntary Transfer, as determined by the Board in its sole and absolute discretion. The purchase price shall be paid thirty percent (30%) in cash at the Involuntary Transfer Closing, with the balance being paid in five equal annual installments on the anniversary of the closing. Such outstanding balance shall be represented by a promissory note bearing interest at a variable rate of the 5-year Treasury Bxxx rate (as set forth in the Wall Street Journal) plus three percent (3%) and shall be secured by the Transfer Interest being acquired. (f) If on any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the date specified for an Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all Closing under Section 13.3 (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (id) the Fair Market Value of such the Transfer Interest and (ii) required to determine the amount of the indebtedness or other liability that gave rise to applicable purchase price has not been ascertained, then the Involuntary Transfer plus Closing to be held pursuant to Section 13.3(d) shall be held on the excess, if any, tenth (10th) business day following the delivery to the parties to the proposed sale of the Carrying Value copies of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary TransferFair Market Value. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units14.

Involuntary Transfers. Any In the event that the Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to July 29, 1999 as to the Original Management Investors, and the Third Anniversary as to the New Management Investors, by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Capital Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 23 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 23 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.423. Upon the Involuntary Transfer of any Interestshares of Capital Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Capital Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and shares of Common Stock , (ii) the amount Carrying Value of the indebtedness or other liability such shares of Common Stock; provided that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any Stockholder and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Service Member or Outside Member (other than the Managing Member) (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 10.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 10.4 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.410.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Service Member shall promptly (but in no event later than two business days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise torise, to and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, sentence and for 60 90 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or an Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Common Stock pursuant to this Section 12.4 5 and the Person to whom such Interests shares of Common Stock have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares of Common Stock in accordance with this Section 12.45. Upon the Involuntary Transfer of any Interestshare of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”") shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Equity Securities pursuant to this Section 12.4 1.3 and the Person person or entity to whom such Interests Equity Securities have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests Equity Securities in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any InterestEquity Securities, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 days thereafter, the Company shall have the right to purchase, and upon exercise of such right the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsEquity Securities.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside an Investor Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside the Investor Member complies with this Section 12.4 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 13.6 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.413.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside an Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsUnits without regard to the transferring Management Member’s or Investor Member’s, as applicable, status of employment with the Company or any of its Subsidiaries.

Involuntary Transfers. Any In the event that the Management Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the “Transfer Date”) by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Management Securities are proposed to be transferred, and the number of Management Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company or otherwise than one or more designee(s) selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, Board of Directors of the Company shall have the right and option to purchase any or all of such Interests Management Securities which right shall be exercised by written notice given by the Company (or its designee) to such proposed transferor within 60 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 4.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Management Securities, the price to be paid by the buyer shall be the Option Purchase Price that would have been applicable hereunder had such Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Management Securities. The closing of the purchase and sale of Management Securities shall be held at the place and the Person date to whom be established by the buyer, which in no event shall be less than 10 or more than 60 days from the date on which the buyer gives notice of its election to purchase the Management Securities. At such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestclosing, such Management Member Investor shall deliver the certificates evidencing the number of Management Securities to be purchased by the buyer, accompanied by stock powers duly endorsed in blank or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name buyer good title to such of the Involuntary Transfereesecurities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis forconcurrently with such delivery, the Involuntary Transfer. Upon buyer shall deliver to such Management Investor the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Management Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier’s check.

Involuntary Transfers. Any transfer In the case of any Transfer of title or beneficial ownership of Interests all or any part of an Interest upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests Interest pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.415.5. Upon the Involuntary Transfer of all or any Interestpart of an Interest of any Member, such Management Member or Outside Member shall promptly (but in no event later than two five (5) days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Interest (or portion thereof) has been transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereaftersuch notice, the Company shall have the right exclusive right, but not the obligation, within sixty (60) days to elect to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Interest acquired by the Involuntary Transferee for a to the Company. If an Interest (or any portion thereof) is purchased pursuant to this Section 15.5, the purchase price equal to the lesser of (i) shall be the Fair Market Value Price as of the date on which the Involuntary Transfer of such Interest and (ii) became effective. The purchase price shall be payable in twenty-four equal monthly installments of principal plus accrued interest at the amount of Prime Rate, which installments shall be evidenced by an unsecured, nonrecourse promissory note executed by the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsCompany.

Involuntary Transfers. Any In the event that the Securities owned by ---- --------------------- any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to July 29, 1999 as to the Original Management Investors, and the Third Anniversary as to the New Management Investors, by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Units upon default, foreclosure, forfeit, divorce, court order or otherwise other than by a voluntary decision on the part of a Management Member or Outside Member Member, other than death (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside the applicable Member complies with this Section 12.4 12.03 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Units pursuant to this Section 12.4 12.03 and the Person to whom such Interests Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Units in accordance with this Section 12.412.03. Upon the Involuntary Transfer of any InterestUnits, such Management Member or Outside Member shall promptly (but in no event later than two days (2) Business Days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) per Unit, as determined by an independent third party appraiser appointed by the amount Members holding Units representing at least 80% of the indebtedness or other liability issued and outstanding Units, multiplied by the number of Units that gave rise the Company has elected to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise acquire pursuant to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsthis Section 12.03.

Involuntary Transfers. Any In the case of any transfer of title --------------------- or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) "), Endo LLC shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall -------------------- have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.3. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the ------ Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a ---------------------- detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Management Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Xxxxx shall have no rights with respect the right to such Override Unitsrequire Endo LLC to assign to Xxxxx (or a designee of Xxxxx) Endo LLC's right to purchase pursuant to this Section 6.3.

Involuntary Transfers. Any transfer of title or beneficial --------------------- ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”") shall be void unless such Management Member or Outside Member Stockholder complies with -------------------- this Section 12.4 5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Common Stock pursuant to this Section 12.4 5 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the ---------------------- obligation to sell such Interests shares in accordance with this Section 12.45. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two five business days after such Involuntary Transfer) furnish written notice to the Company Company, the Investor Stockholders and MJD Partners indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the Fair Market Value of such Interest shares of Common Stock and (iib) the - - amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer Except as otherwise provided in this Agreement, any Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “"Involuntary Transfer”") shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.6 and the Person person or entity to whom such Interests have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests in accordance with this Section 12.412.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer In the event that Incentive Shares owned by any Management Investor, or such Management Investor's Permitted Transferees, shall be subject to sale or other Transfer (the date of title such sale or beneficial ownership Transfer shall hereinafter be referred to as the "Transfer Date") by reason of Interests (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor, or such Management Investor's Permitted Transferees, shall give the Company written notice thereof promptly upon defaultthe occurrence of such event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Incentive Shares are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part members of a the Board of Directors of the Company excluding the affected Management Member Investor or Outside Member (eachPermitted Transferee and any director designated by such Investor, an “Involuntary Transfer”) shall have the right and option to purchase all, but, not less than all of such Incentive Shares which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 7.4 shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Shares, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder pursuant to Section 7.2(a)(ii)(A) had the date of such proposed Transfer of the Incentive Shares been the Management Investor's Termination Date. The closing of the purchase and sale of such Incentive Shares shall be held at the place and the date to be established by the Company, which in full no event shall be less than ten or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Incentive Shares. Upon At such closing, the Management Investor, or such Management Investor's Permitted Transferees, shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have deliver to the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestManagement Investor, or such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis forInvestor's Permitted Transferees, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Incentive Shares in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer (an "Involuntary Transfer") --------------------- -------------------- of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of any Management Stockholder (a "Transferring Stockholder"), other than any transfer upon death of a Management Member or Outside Member (eachStockholder, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 1.7 and enables the Company Company, iXL and the Outside Investors that own Preferred Stock to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company Company, iXL and the Outside Investors that own Preferred Stock shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.7 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the obligation to sell ---------------------- such Interests shares in accordance with this Section 12.41.7. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Transferring Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company Company, iXL and the Outside Investors that own Preferred Stock indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon Subject to the provisions of Section 8, upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 30 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Carrying Value of such Interest and (ii) Stock. If the amount Company fails to exercise within such 30-day period its rights hereunder to purchase all, but not less than all, of the indebtedness or other liability that gave rise to shares of Stock acquired by the Involuntary Transfer plus Transferee, for a period of 30 days thereafter, iXL and the excessOutside Investors that own Preferred Stock shall have the right to purchase on a pro rata basis, if anyand the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the Carrying Value of such Interests over Stock. iXL and each of the Outside Investors that owns Preferred Stock may purchase such Stock on a pro rata basis (based on the number of shares of Common Stock held by iXL and the number of shares of Common Stock into which the Preferred Stock held by the Outside Investors would then be convertible). Any amount of such indebtedness Stock not so purchased by iXL or an Outside Investor entitled to purchase may be purchased by the other liability Outside Investors that gave rise own Preferred Stock or iXL proportionally to the Involuntary Transfer. Notwithstanding anything to the contrarytheir ownership of Common Stock (assuming conversion of Preferred Stock), any Involuntary Transfer of Override Units shall result in the immediate forfeiture and so on until all of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock has been purchased.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Shares upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Shareholder complies with this Section 12.4 7 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Shares pursuant to this Section 12.4 7 and the Person to whom such Interests Shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Shares in accordance with this Section 12.47. Upon the Involuntary Transfer of any InterestShares, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Shares on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Shares over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. (a) Any transfer Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Restricted Member (each, an “Involuntary Transfer”) ), in each case to a third party that is not a Restricted Member, shall be void unless such Management Member or Outside the Restricted Member complies with this Section 12.4 12.5 and enables the Company to exercise in full its rights hereunder. Upon the Involuntary Transfer of any Involuntary TransferInterests, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.5 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.5. Upon the Involuntary Transfer of any InterestInterests, such Management Member or Outside Restricted Member shall promptly (but in no event later than two days (2) Business Days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a reasonably detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 ninety (90) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) or any portion of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Interests and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer In the case of any Transfer of title or beneficial ownership of Interests shares of Company Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”), (i) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Company Stock pursuant to this Section 12.4 3.2 and (ii) if the Person Company shall have failed to whom exercise such Interests have been Transferred right, each Stockholder (other than the “Stockholder whose shares of Company Stock are subject to such Involuntary Transferee”Transfer) shall have the obligation right to sell purchase such Interests shares of Company Stock pursuant to this Section 3.2 which shares of Company Stock shall be allocated to each such Stockholder on a pro rata basis in accordance with this Section 12.4its ownership of shares of Company Stock on a fully-diluted basis (excluding any unexercised options or warrants). Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member holder of shares of Company Stock shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company and each of the Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such shares have been transferred (the “Involuntary Transferee, ”) and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 thirty (30) days thereafter, the Company or each Stockholder (other than the Stockholder whose shares of Company Stock are subject to such Involuntary Transfer), as applicable, shall have the right to purchasepurchase (subject to the priority set forth in the first sentence of this Section 3.2), and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness Indebtedness or other liability that gave rise to would be extinguished as a result of the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness Indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything It is understood that this Section 3.2 shall not apply to the contrary, any Involuntary Transfer of Override Units shall result upon death or Disability; provided, however, subject to Section 3.1(e) and Article VI, in the immediate forfeiture case of such Override Units and without any compensation thereforTransfer of title or beneficial ownership of shares of Company Stock upon death, and such Involuntary Transferee including as a result of the laws of descent, the transferee shall have no rights become a party to this Agreement (to the same extent as contemplated with respect to the transferor Stockholder). Notwithstanding the foregoing, the Board of Directors may, for good cause shown by the holder of shares of Company Stock who made the Involuntary Transfer, determine that payment of a purchase price equal to the Fair Market Value of such Override Unitsshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such amount.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have -------------------- the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the ------ Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a ---------------------- detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC's right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a "right of first refusal".

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Company Stock, other than an Excluded Transfer, upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and 6.4 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the Xxxxx Group (or its designees, which designees shall become parties hereto in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the Xxxxx Group indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the Xxxxx Group receives notification from the Company that it is declining to exercise such right, the Xxxxx Group (and its designee(s)) shall have the right) to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Unitsamount.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside the Member complies with this Section 12.4 12.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.6 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests Shares upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right but not the obligation to purchase such Interests Shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.43.4. Upon the Involuntary Transfer of any InterestShares, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two 10 days after such Involuntary Transfer) furnish written notice (the "Involuntary Transfer Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such Shares have been transferred (the "Involuntary Transferee"), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 90 days thereafter, the Company shall have the right right, but not the obligation, to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) Shares on the amount date of the indebtedness or other liability that gave rise transfer to the Involuntary Transferee. The Company's right to purchase pursuant to this Section 3.4 shall be assignable in whole or in part to any one or more Shareholders with such rights to be accorded and exercised in accordance with Section 3.2. In the event that neither the Company nor the other Shareholders exercise their rights, then the Involuntary Transferee may elect to remain a Shareholder or seek a third party offer under Section 3.2 and in accordance with the procedures therein. Any Transfer plus under this Section 3.4, and the excesspayments of cash or other consideration, if anyunder Section 3.5 or otherwise, shall be implemented and closed within 180 days of the Carrying Value date of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsNotice.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”"INVOLUNTARY TRANSFER") shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Equity Securities pursuant to this Section 12.4 1.3 and the Person person or entity to whom such Interests Equity Securities have been Transferred (the “Involuntary Transferee”"INVOLUNTARY TRANSFEREE") shall have the obligation to sell such Interests Equity Securities in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any InterestEquity Securities, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "NOTICE") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 days thereafter, the Company shall have the right to purchase, and upon exercise of such right the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsEquity Securities.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.3. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Management Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Xxxxx shall have no rights with respect the right to such Override Unitsrequire Endo LLC to assign to Xxxxx (or a designee of Xxxxx) Endo LLC's right to purchase pursuant to this Section 6.3.

Involuntary Transfers. Any transfer 9.1 If an Involuntary Transfer of title any of the Shares owned by one of the Shareholders shall occur (whether pursuant to (a) bankruptcy or beneficial ownership of Interests upon defaultinsolvency proceedings, foreclosurewhether voluntary or involuntary, forfeitor (b) distraint, divorcelevy, court order execution or otherwise than by a voluntary decision on otherwise), the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 other Shareholders and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred same rights of first refusal with respect thereto (the “Involuntary TransfereeTransferred Shares”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon as if the Involuntary Transfer of any Interesthad been a proposed voluntary transfer by such Shareholder, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurredgoverned by Section 6.2(b), specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of except that: (i) the Fair Market Value periods within which such rights must be exercised shall run from the earlier of such Interest and the date upon which written notice of the Involuntary Transfer is received by the Company, (ii) such rights shall be exercised by notice to the amount involuntary transferee rather than the Shareholder who suffered the Involuntary Transfer, and (iii) the purchase price per share of the indebtedness or other liability that gave rise to Transferred Shares shall be the “book value” thereof as determined by the independent certified public accountants of the Company, and as of the last day of the month in which the notice of the Involuntary Transfer plus is received by the excess, if any, Company. This determination of the Carrying Value purchase price per share shall be final and binding upon all the Parties hereto and the involuntary transferee. The fees of such Interests over valuation firm shall be split equally by the amount Company and the involuntary transferee. The closing of any purchase under this Section shall be held at such indebtedness or other liability that gave rise time and place as the Parties to the Involuntary Transfertransaction may mutually agree upon. Notwithstanding anything to At such closing, the contraryinvoluntary transferee shall deliver certificates representing the Transferred Shares being purchased by the Company, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units duly endorsed for transfer and without any compensation thereforaccompanied by all requisite stock transfer taxes, and such Involuntary Transferee Transferred Shares shall have no be free and clear of any liens, claims, options, charges, encumbrances or rights of others arising through the action or inaction of the involuntary transferee and the involuntary transferee shall so represent and warrant, and shall further represent and warrant that he has the authority to transfer such Transferred Shares. The Company may deliver a Note, with respect terms as set forth in Section 6.2(b)(iii), to the involuntary transferee evidencing the purchase price for such Override UnitsTransferred Shares. At such closing, all parties to the transaction shall execute such additional documents as may be reasonably requested by the Company.

Involuntary Transfers. Any transfer If, despite the provisions of title Section 11.1, any Member’s Membership Interest is sought to be transferred by any involuntary means, including, but without limitation, attachment, garnishment,, execution, levy, or beneficial ownership of Interests upon defaultbankruptcy, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on then the part of a Management other Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred option (the “Involuntary TransfereeOption”) to purchase all or any portion of the Membership Interest sought to be involuntarily transferred at the price and on the terms set out below. The Involuntary Option shall have commence upon receipt by the obligation other Member of actual notice of the attempted involuntary transfer and terminate, unless exercised, 60 days thereafter. An election to sell exercise any Involuntary Option shall be made in writing and transmitted to the Member whose Membership Interest is sought to be involuntarily transferred. If, notwithstanding the provisions of this Section 11.2, any Membership Interest is transferred by involuntary means and the Member entitled to exercise the Involuntary Option under this Section 11.2 did not receive at least 60 days prior actual notice of the pending involuntary transfer, the Involuntary Option shall remain in force and such Interests Member may purchase the Membership Interest from the transferee(s) of the involuntary transfer at any time within 60 days following the receipt by such Member of notice of such pending or completed involuntary transfer upon the terms set out in this Section 11.2. The purchase price for all of a Member’s Membership Interest purchased pursuant to the exercise of an-Involuntary,Option shall be an amount equal to the Capital Account balance of such Member. The closing of a transfer pursuant to the Involuntary Option shall occur within 45 days following the exercise of the Involuntary Option by the payment of the purchase price to the Member whose interest is transferred or by the payment into a court of competent jurisdiction through an interpleader or other action or in a pending proceeding pursuant to which the involuntary transfer was sought. The transfer of the Membership Interest in accordance with the foregoing shall be automatic. The nature of each Member’s Membership Interest incorporates the rights set out in this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units11.2.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.5 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.5. Upon the Involuntary Transfer of any Interest, such Management Member or an Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has Table of Contents occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Shares upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”"INVOLUNTARY TRANSFER") shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Shares pursuant to this Section 12.4 4 and the Person to whom such Interests Shares have been Transferred transferred (the “Involuntary Transferee”"INVOLUNTARY TRANSFEREE") shall have the obligation to sell such Interests Shares in accordance with this Section 12.44. Upon the Involuntary Transfer of any InterestShares, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two five business days after such Involuntary Transfer) furnish written notice to the Company and the Investor Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares acquired by the Involuntary Transferee for a purchase price equal to the lesser of (iA) the Fair Market Value of such Interest Shares and (iiB) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Shares over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the provisions of Section 3, for purposes of this Section 4, the Fair Market Value of any Share shall be calculated with reference to the contrarymost recent Appraisal and as of the most recent Appraisal Date prior to the date of the Involuntary Transfer, any Involuntary Transfer of Override Units shall result unless the Board in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect its sole discretion decides to such Override Unitsobtain a more recent Appraisal.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than (a) Option to Purchase. In the event that the Securities owned by a voluntary decision on the part of a Management Member Stockholder (or Outside Member (each, an “Involuntary Transfer”his Permitted Transferees) shall be void unless subject to sale or other transfer by reason of any of the following events (a "Nonvolitional Event"): (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) a divorce (whether in connection with a settlement of the divorce or entry of a decree or judgment of divorce), or (iii) distraint, levy, execution or other involuntary transfer, then the Management Stockholder (and his Permitted Transferees) shall give Penhall written notice thereof ("Involuntary Transfer Notice") promptly upon the occurrence of such Management Member Nonvolitional Event, which Involuntary Transfer Notice shall state the terms of such proposed sale or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transferother transfer, the Company identity of the proposed purchaser or other transferee, the price or other consideration, if readily determinable, for which the Securities are proposed to be sold or transferred, and the number of Securities to be sold or transferred (the "Involuntarily Transferred Securities"). After its receipt of the Involuntary Transfer Notice or, failing such receipt, after Penhall otherwise obtains actual knowledge of such a proposed sale or other transfer, Penhall and/or its designee(s) shall have the right and option to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestall, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) , of the Interests acquired by the Involuntary Transferee for a purchase price equal Involuntarily Transferred Securities, such option to the lesser be exercisable at any time within 120 days after receipt of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus Notice or, failing such receipt, after Penhall otherwise obtains actual knowledge of such a proposed sale or other transfer. In the excessevent that Penhall and/or its designee(s) does not elect to purchase all such Involuntarily Transferred Securities, if anythe Management Stockholder (or his Permitted Transferees) shall give notice of such failure to the other Stockholders, and the other Stockholders shall thereupon have the right and option to purchase in the aggregate all, but not less than all, the Involuntarily Transferred Securities not to be purchased by Penhall and/or its designee(s) and may give notice to the Management Stockholder (or his Permitted Transferees) (with a copy to Penhall) of such intention at any time not later than 45 days after the date on which such notice is sent by the selling Management Stockholder (or his Permitted Transferees) to such other Stockholders. Each electing Stockholder shall indicate the number of Involuntarily Transferred Securities it desires to purchase. If the other Stockholders elect to purchase an aggregate number of Involuntarily Transferred Securities in excess of the Carrying Value number of Involuntarily Transferred Securities which Penhall and/or its designee(s) did not elect to purchase, the Involuntarily Transferred Securities shall be allocated among the other Stockholders who desire to purchase such Interests over the amount of such indebtedness or other liability that gave rise Involuntarily Transferred Securities in proportion to the Involuntary Transfernumber of Involuntarily Transferred Securities (on a fully diluted basis) owned by each of them; provided that no such other Stockholder shall become bound to purchase a number of offered Involuntarily Transferred Securities greater than the number of shares of Involuntarily Transferred Securities it or he had elected to purchase. Notwithstanding anything If the foregoing allocation procedure does not allocate all the Involuntarily Transferred Securities (because one or more Stockholders would otherwise have been allocated more than the number of shares of Involuntarily Transferred Securities it or he elected to purchase), then the remaining such shares of Involuntarily Transferred Securities shall be allocated among the other Stockholders who desire to purchase such Involuntarily Transferred Securities in proportion to the contrary, any Involuntary Transfer number of Override Units shall result in the immediate forfeiture shares of such Override Units and without any compensation thereforInvoluntarily Transferred Securities (on a fully diluted basis) owned by each of them, and such Involuntary Transferee allocation procedure shall continue until all such Involuntarily Transferred Securities shall have no rights with respect been allocated. Promptly upon determining the number of the Involuntarily Transferred Securities which each purchasing Stockholder will purchase and the purchase price thereof, Penhall shall send notices thereof to such Override Unitsthe Management Stockholder and each of the purchasing Stockholders.

Involuntary Transfers. Any transfer Upon the occurrence of title or beneficial ownership an Involuntary Transfer of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part Stock of a any Management Member or Outside Member Shareholder (each, an “the "Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary TransferTransfer Shareholder"), the Company shall have the option (but not the obligation), for a period of 30 days from the date of such occurrence, to purchase such Stock by providing written notice to such effect to such Involuntary Transfer Shareholder and to any court that has then exercised jurisdiction over such Involuntary Transfer Shareholder with respect to its Stock, or to any assignee, trustee in bankruptcy or successor in interest, as the case may be, and such Involuntary Transfer Shareholder shall be obligated, if the Company elects to exercise its right to purchase such Interests Stock, to sell all but not less than all of the Stock then registered in such Involuntary Transfer Shareholder's name at the price provided in Section 5(d) hereof and upon the terms provided in Section 5(e) hereof. If the Company elects not to exercise its option pursuant to this Section 12.4 and 5(a) within such 30-day period, it shall immediately provide written notice to that effect to all of the Person to whom such Interests have been Transferred other Management Shareholders (the “"Non-Involuntary Transferee”Transfer Management Shareholders") who shall have the obligation option to purchase, and such Involuntary Transfer Shareholder shall be obligated to sell to the extent such Interests option is exercised, all of the shares of such Stock at the price provided in accordance with this Section 12.45(d) hereof and upon the terms provided in Section 5(e) hereof. Upon If more than one Non-Involuntary Transfer Management Shareholder desires to so purchase, then they shall purchase in such proportions as they may agree. In the absence of agreement, each of the Non-Involuntary Transfer Management Shareholders desiring to purchase such stock shall be entitled to purchase up to that number of shares of such Stock that is equal to the product of such Management Shareholder's percentage share of the outstanding Common Stock then held by such Non-Involuntary Transfer Management Shareholders desiring to purchase such stock multiplied by the number of shares of Stock available for purchase from the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Shareholder hereunder. The Non-Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company Management Shareholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee exercise their respective options hereunder for a period of 30 days following their receipt of notice from the Company that it has elected not to purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Securities upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Securityholder (each, an “"Involuntary Transfer”") shall be void unless such Management Member or Outside Member the Securityholder complies with this Section 12.4 7 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Securities pursuant to this Section 12.4 7 and the Person person or entity to whom such Interests Securities have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests Securities in accordance with this Section 12.47. Upon the Involuntary Transfer of any InterestSecurities, such Management Member or Outside Member Securityholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Securities acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Securities and (ii) the Carrying Value of such Securities; provided that the excess, if any, of the purchase price so determined over the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus shall be paid directly to the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise Securityholder and not to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any Prior to the Registration Date, any transfer of title or beneficial ownership of Interests shares of Common Stock (including any of the Restricted Shares) upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member TreeHouse Investor (each, an “Involuntary Transfer”"INVOLUNTARY TRANSFER") shall be void unless such Management Member or Outside Member the TreeHouse Investor complies with this Section 12.4 9.2 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 9.2 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”"INVOLUNTARY TRANSFEREE") shall have the obligation to sell such Interests shares in accordance with this Section 12.49.2. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member TreeHouse Investor shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value then fair market value of such Interest shares of Common Stock as determined in accordance with Section 4.4(c), and (ii) the amount cost of the indebtedness or other liability that gave rise such shares of Common Stock to the Involuntary Transfer plus TreeHouse Investor who originally acquired such shares, provided that the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any TreeHouse Investor and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by (i) In the event that prior to the Cut-Off Date Seller: (1) files a voluntary decision on petition under any bankruptcy or insolvency law or a petition for the part appointment of a Management Member receiver, or Outside Member makes an assignment for the benefit of creditors; (each2) is subjected involuntarily to such petition or assignment or to an attachment or other legal or equitable interest with respect to any of Seller’s Shares and such involuntary petition, assignment or attachment is not discharged within ninety (90) days after its effective date; or (3) is subjected to any other involuntary Transfer of any of Seller’s Shares by legal process, including, without limitation, a Transfer pursuant to a divorce decree, then Seller shall notify Purchasers in writing (an “Involuntary TransferTransfer Notice”) of such event and shall be void unless such Management Member disclose the terms and conditions of the involuntary Transfer or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunderpotential involuntary Transfer of Seller’s Shares. Upon any Involuntary Transfer, the Company Each Purchaser shall then have the right option, exercisable by giving written notice to Seller within thirty (30) days of Purchasers’ receipt of the Involuntary Transfer Notice, to elect to purchase one-third of the Shares that are subject to the involuntary Transfer or potential involuntary Transfer (it being acknowledged that Purchasers shall collectively have the option to purchase all of such Interests Shares). The closing of any purchase and sale of Shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”4(b)(i) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon take place at a mutually agreeable location no more than forty-five (45) days after a Purchasers’ receipt of the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating Notice. Purchasers understand and agree that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee Seller shall have no rights with respect to such Override Unitsobligation under this Section 4(b)(i) that would contravene applicable law or regulation, including without limitation bankruptcy laws.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than In the event that the Equity Securities owned by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) any Stockholder shall be void subject to Transfer by reason of (a) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (b) distraint, levy, execution or other involuntary Transfer (unless, in the case of clause (b) the transferee releases such Equity Securities within 5 Business Days of the occurrence of such involuntary Transfer), then, unless such Management Member or Outside Member complies with this Section 12.4 and enables Transfer constitutes a Permitted Transfer, such Stockholder shall give the Company to exercise in full its rights hereunder. Upon any Involuntary Corporation written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the Company identity of the proposed transferee and the price or other consideration, if readily determinable, for which the subject Equity Securities are to be transferred. After receipt of such notice, or failing such receipt, after the Corporation otherwise obtains actual knowledge of such a proposed Transfer, the Corporation shall have the right to purchase such Interests pursuant (or to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice assign to the Company indicating that the Involuntary Transfer has occurredother Stockholders, specifying the name of the Involuntary Transfereepro rata, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase; and if any such Stockholder other than Charter declines to exercise its right to purchase, such right shall be reassigned by the Corporation and the Involuntary Transferee shall have the obligation such Stockholder to sellCharter) all, all (but not less than all) all of the Interests acquired Equity Securities subject to such involuntary Transfer at the price and on the terms applicable to such proposed Transfer, which right shall be exercised by written notice given by the Involuntary Transferee for a purchase price equal Corporation or the other Stockholders to the lesser Stockholder subject to such involuntary Transfer within 60 days following the Corporation's receipt of such notice or, failing such receipt, the Corporation's obtaining actual knowledge of such involuntary Transfer. The closing of the purchase and sale of such Equity Securities shall be held at the principal office of the Corporation on a date to be established by the Corporation, which date shall in no event shall be less than 10 nor more than 20 Business Days from the date on which the Corporation gives notice of its election to purchase the subject Equity Securities. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of such Equity Securities, the price to be paid by the Corporation (ior its assignees) shall be the then current Fair Market Value of such Interest and (iithereof as determined in accordance with Section 7.3(a) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitshereof.

Involuntary Transfers. Any transfer In the event of title any Involuntary Transfer of all or beneficial ownership any of Interests upon defaultthe Shares of any Shareholder by reason of (i) sale pursuant to a levy of execution, foreclosure(ii) foreclosure of pledge, forfeit(iii) garnishment, divorce(iv) attachment, court order (v) property settlement in a marriage dissolution proceeding, or otherwise than by a voluntary decision on (vi) other legal process, such Shareholder shall notify the part Company in writing in advance of a Management Member or Outside Member (eachsuch impending Transfer. If any such Involuntary Transfer of the Affected Shares does occur, an “then each resulting Involuntary Transfer”) Transferee of Affected Shares shall be void unless deemed (whether or not the Company received notice of such Management Member or Outside Member complies with Transfer) to be a Shareholder solely for purposes of this Section 12.4 2.3.2.2 subject to this Agreement and enables such Involuntary Transferee shall immediately offer the Company Affected Shares for sale to exercise in full its rights hereunderthe Company. Upon any Involuntary Transfer, the The Company shall have the right Option during the Option Period set forth in Section 2.3 to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of such Affected Shares (i) at the Fair Market Value of price and on the terms under which the Affected Shares were acquired by such Interest and Involuntary Transferee, or (ii) at the amount price and on the terms specified in Articles 4 and 5 hereof, whichever the Company elects. Such offer by an Involuntary Transferee shall be made in writing to the Company and shall disclose the terms and conditions of the indebtedness or other liability that gave rise acquisition of such Affected Shares by such Involuntary Transferee. If the Company does not exercise the Option granted under this Section, the Other Shareholders whose Shares are not the Affected Shares shall have an Option to purchase the Affected Shares as provided in Article 3. If neither the Company nor any of such Other Shareholders exercise their respective options, then the Affected Shares in the hands of the Involuntary Transferee, shall remain subject to the Involuntary Transfer plus the excess, terms and conditions of this Agreement as if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitswas a Shareholder.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Equity Securities pursuant to this Section 12.4 1.3 and the Person person or entity to whom such Interests Equity Securities have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Equity Securities in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any InterestEquity Securities, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the “Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 days thereafter, the Company shall have the right to purchase, and upon exercise of such right the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsEquity Securities.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.4. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Unitsamount.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by (i) In the event that prior to the Cut-Off Date a Seller: (1) files a voluntary decision on petition under any bankruptcy or insolvency law or a petition for the part appointment of a Management Member receiver, or Outside Member makes an assignment for the benefit of creditors; (each2) is subjected involuntarily to such petition or assignment or to an attachment or other legal or equitable interest with respect to any of such Seller’s Common Stock and such involuntary petition, assignment or attachment is not discharged within ninety (90) days after its effective date; or (3) is subjected to any other involuntary Transfer of any of such Seller’s Common Stock by legal process, including, without limitation, a Transfer pursuant to a divorce decree, then such Seller shall notify Purchasers in writing (an “Involuntary TransferTransfer Notice”) of such event and shall be void unless disclose the terms and conditions of the involuntary Transfer or potential involuntary Transfer of such Management Member Seller’s Shares. Each Purchaser shall then have the option (the “Involuntary Transfer Purchase Option”), exercisable by giving written notice (the “Involuntary Transfer Purchase Option Exercise Notice”) to such Seller within thirty (30) days of Purchasers’ receipt of the Involuntary Transfer Notice, to elect to purchase one-third of the shares of Common Stock that are subject to the involuntary Transfer or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company potential involuntary Transfer (it being acknowledged that each Purchaser shall have the right option to purchase one-third of such Interests shares, meaning that Purchasers shall collectively have the option to purchase all of such shares). The closing of any purchase and sale of Common Stock pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”4(b)(i) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the take place at a mutually agreeable location no more than ninety (90) days after a Purchaser’s delivery of his Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating Purchase Option Exercise Notice. Purchasers understand and agree that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee Sellers shall have no rights with respect to such Override Unitsobligation under this Section 4(b)(i) that would contravene applicable law or regulation, including without limitation bankruptcy laws.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have the right to purchase such Interests -------------------- shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.3. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the Involuntary Transfer has occurred, ------ specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances ---------------------- giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Management Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Xxxxx shall have no rights with respect the right to such Override Unitsrequire Endo LLC to assign to Xxxxx (or a designee of Xxxxx) Endo LLC's right to purchase pursuant to this Section 6.3.

Involuntary Transfers. Any So long as the Company has not consummated a Public Offering, in the event Incentive Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on shall hereinafter be referred to as the part of a Management Member or Outside Member (each, an “Involuntary TransferTransfer Date”) shall be void unless prior to the fifth anniversary of the applicable Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company to exercise in full its rights hereunder. Upon any Involuntary written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the shares of Common Stock are proposed to be transferred, and the Incentive Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, shall have the right and option to purchase all, but not less than all of such Interests Incentive Securities which right shall be exercised by written notice given by the Company to such proposed transferor within 90 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 3.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Securities, the price to be paid by the Company shall be the Option Purchase Price. The closing of the purchase and sale of the Incentive Securities shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management Member or Outside Member shall promptly (but which in no event later shall be less than two 10 or more than 60 days after from the date on which the Company gives notice of its election to purchase the Securities. At such Involuntary Transfer) furnish written notice closing, the Management Investor shall deliver the certificates evidencing the Incentive Securities to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name good title to such of the Involuntary TransfereeIncentive Securities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, concurrently with such delivery the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) Management Investor the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Incentive Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier’s check.

Involuntary Transfers. Any transfer (a) If at any time any Equity Securities in the Company beneficially owned by any Common Holder or Investor shall become subject to a Transfer by reason of title (I) bankruptcy or beneficial ownership of Interests upon defaultinsolvency proceedings involving such Common Holder or Investor, whether voluntary or involuntary, (ii) distraint, levy, foreclosure, forfeitexecution or other similar involuntary Transfer against such Common Holder or Investor, divorceor (iii) in the case of any Common Holder or Investor who is a natural person, court order the death of such Common Holder or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Investor (eachany such Transfer, an “"Involuntary Transfer”"), then such Common Holder or Investor (as used in this Section 3.5, the term "Common Holder" and "Investor" shall include such Common Holder's or Investor's estate, if applicable) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables give the Company to exercise in full its rights hereunder. Upon any and the Investors written notice (the "Involuntary Transfer Notice") promptly upon the occurrence of such Involuntary Transfer, which Involuntary Transfer Notice shall disclose (A) the nature of the event resulting in the Involuntary Transfer, (B) the identity of the transferee or proposed transferee of the Equity Securities in such Involuntary Transfer (the "Involuntary Transferee"), (C) the number and type of Equity Securities that are the subject of such Involuntary Transfer (the "Involuntary Securities"), (D) whether the Involuntary Transferee or the Common Holder or Investor who was the subject of such Involuntary Transfer currently holds the Involuntary Securities (as the case may be, the "Involuntary Holder"), and (E) the terms and conditions, including price, of the Involuntary Transfer. Subject to the first lien priority security interest on certain shares of Common Stock in favor of SDS, the Company shall have the right right, but not the obligation, to purchase all or any of the Involuntary Securities, and in the event that the Company does not exercise such Interests pursuant to this Section 12.4 and right in full, the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) Investors shall have the obligation right, but not the obligation, to sell such Interests purchase all or any of the remaining Involuntary Securities, in accordance with this Section 12.4. Upon each case on the Involuntary Transfer of any Interestsame terms and conditions, such Management Member or Outside Member shall promptly including price (but in no event later than two days after such Involuntary Transfer) furnish written notice subject to the Company indicating that the Involuntary Transfer has occurredprovisions of subsection (f) below), specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, as those applicable to the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafterand, the Company shall have the right to purchaseif applicable, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of take such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect Equity Securities subject to such Override Unitsrights, as well as the provisions of subsection (g) below.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Company Stock, other than an Excluded Transfer, upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and 6.4 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the Kelso Group (or its designees, which designees shall become parties hxxxxx in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the Kelso Group indicating that the Involuntary Transfer has occurred, specifying spxxxxxing the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the Kelso Group receives notification from the Company that it is declinixx xx exercise such right, the Kelso Group (and its designee(s)) shall have the right) to purchase, and the xxx xhe Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Unitsamount.

Involuntary Transfers. Any purported transfer of title or beneficial ownership of Interests a Member’s Units upon default, bankruptcy, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside the Member complies with this Section 12.4 14(f) and enables the Company other Member to exercise in full its rights hereunder. Upon any the Involuntary Transfer, the Company shall have the right to purchase such Interests Units pursuant to this Section 12.4 14(f) and the Person to whom such Interests Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Units in accordance with this Section 12.414(f). Upon the Involuntary Transfer of any InterestTransfer, such Management Member or Outside Member shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice to the Company other Member indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company other Member shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the Fair Market Value fair market value of such Interest Unit and (iib) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value carrying value of such Interests Units over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer Transfer of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of any Stockholder, other than any Transfer upon death and other than a Management Member Transfer of title or Outside Member beneficial ownership in accordance with the terms of the pledge of Stock by Xxxxxxx X. Xxxxx to KLI in connection with the promissory note of even date herewith (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 1.4 and enables the Company and all other Stockholders to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company and the other Stockholders shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.4 and the Person to whom such Interests shares have been Transferred transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.41.4. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company and the other Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 thirty (30) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser Fair Market Value of such shares of Stock. If the Company fails to exercise within such thirty (i30) day period its rights hereunder to purchase all of the shares of Stock acquired by the Involuntary Transferee, for a period of thirty (30) days thereafter, the other Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any of the shares of Stock acquired by the Involuntary Transferee not claimed for purchase by the Company for a purchase price equal to the Fair Market Value of such Interest and (ii) the amount shares of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Service Member or Outside Member (other than the Managing Member) (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 10.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 10.4 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.410.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Service Member shall promptly (but in no event later than two business days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise torise, to and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, sentence and for 60 90 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests 1002489107v2 acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Capital Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.3, and the Person to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any Interestshares of Capital Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Capital Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value (as defined in Section 4.2(a)) of such Interest shares of Common Stock, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value (as defined in Section 4.2(c)) of such Interests over the amount shares of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsCommon Stock.

Involuntary Transfers. Any In the event that the Management Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on shall hereinafter be referred to as the part of a Management Member or Outside Member (each, an “Involuntary TransferTransfer Date”) shall be void unless by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the Management Securities are proposed to exercise in full be transferred, and the number of Management Securities to be transferred. After its rights hereunder. Upon any Involuntary receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company or one or more designee(s) selected by a majority of the non-employee members of the Company Board shall have the right and option to purchase any or all of such Interests Management Securities which right shall be exercised by written notice given by the Company or its designee(s) to such proposed transferor within 60 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 4.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Management Securities, the price to be paid by the buyer shall be the Option Purchase Price that would have been applicable hereunder had such Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Management Securities. The closing of the purchase and sale of Management Securities shall be held at the place and the Person date to whom be established by the buyer, which in no event shall be less than 10 days or more than 60 days from the date on which the buyer gives notice of its election to purchase the Management Securities. At such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestclosing, such Management Member Investor shall deliver the certificates evidencing the number of Management Securities to be purchased by the buyer, accompanied by stock powers duly endorsed in blank or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name buyer good title to such of the Involuntary Transfereesecurities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis forconcurrently with such delivery, the Involuntary Transfer. Upon buyer shall deliver to such Management Investor the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Management Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier’s check.

Involuntary Transfers. Any transfer (a) Upon any Transfer hereafter of title a Member’s Interest due to bankruptcy, or beneficial ownership other insolvency, involuntary dissolution or liquidation of Interests upon defaulta Member, foreclosure, forfeit, divorce, court order or otherwise than foreclosure or other exercise of any remedies by a voluntary decision on party holding a security interest in the part Interest of a Management Member or Outside Member (each, an “Involuntary Transfer”) ), or upon the occurrence of a “Bankruptcy Event” with respect to any Member, neither such Member nor any Transferee of a Member’s Interest as a result of an Involuntary Transfer or a Bankruptcy Event shall thereafter be void unless such Management Member entitled to exercise any rights of a Member, nor shall either thereby or Outside Member complies with this Section 12.4 and enables thereafter be entitled to any Interest in the Company other than such rights as such Member may have held, immediately prior to exercise the occurrence of the Involuntary Transfer or Bankruptcy Event, in full its rights hereunderthe Profits, Losses and/or capital of the Company. Upon any A Transferee by Involuntary TransferTransfer of a Member’s Interest or a result of a Bankruptcy Event shall not become a Substitute Member unless the remaining Member consents. Subject to subsection (c) below, the Company shall have the right may elect to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (Interest which is the “subject of an Involuntary Transferee”) shall have Transfer or which is held by a Member that has suffered the obligation to sell such Interests in accordance with this Section 12.4occurrence of a Bankruptcy Event. Upon such election by the Company, the holder of such Interest shall transfer such Interest to the Company free and clear of all liens and encumbrances and shall be entitled to receive an amount equal to the fair market value of such Interest. The amount thus to be paid by the Company shall be paid in full in cash within sixty (60) days of the Company’s election to acquire such Interest. The Member whose Interest was the subject of the Involuntary Transfer or who suffered the occurrence of any Interest, such Management Member or Outside Member the Bankruptcy Event shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice remain fully liable to the Company indicating that the Involuntary Transfer has occurredfor all such Member’s outstanding debts, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, obligations and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, liabilities to the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for incurred while it was a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsMember.

Involuntary Transfers. Any Prior to the Registration Date, any transfer of title or beneficial ownership of Interests shares of Common Stock (including any of the Restricted Shares) upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member TreeHouse Investor (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the TreeHouse Investor complies with this Section 12.4 9.2 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 9.2 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.49.2. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member TreeHouse Investor shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value then fair market value of such Interest shares of Common Stock as determined in accordance with Section 4.4(c), and (ii) the amount cost of the indebtedness or other liability that gave rise such shares of Common Stock to the Involuntary Transfer plus TreeHouse Investor who originally acquired such shares, provided that the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any TreeHouse Investor and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company Endo LLC shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the “Notice”) to the Company Endo LLC indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the “Involuntary Transferee, ”) and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC’s right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a “right of first refusal”.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have the right to purchase such Interests -------------------- shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the Involuntary Transfer has occurred, ------ specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances ---------------------- giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC's right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a "right of first refusal".

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member any Major Stockholder, other than any transfer upon death (each, an “"Involuntary Transfer”) "), shall be void unless such Management Member or Outside Member Major Stockholder complies with this Section 12.4 1.3 and enables the Company other Major Stockholders to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company other Major Stockholders shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.3 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests shares in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Major Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company and the other Major Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 sixty (60) days thereafter, the Company other Major Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) sell any of the Interests shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) shares of Stock. Each other Major Stockholder may purchase such Stock in the amount of same proportion that the indebtedness or Stock owned by each other liability that gave rise Major Stockholder desiring to purchase such Stock bears to the Involuntary Transfer plus total number of shares of Stock owned by all Major Stockholders. Unless allocated otherwise by the excessother Major Stockholders, if any, of the Carrying Value of such Interests over the any amount of such indebtedness Stock not so purchased by each other Major Stockholder entitled to purchase may be purchased by other Stockholders proportionally to their ownership of Stock, and so on until all of such Stock has been purchased or none of the other liability that gave rise Major Stockholders desire to purchase any additional share of Stock. The closing of the purchase and sale hereunder shall take place at the offices of the Company on a date designated by the Major Stockholders on at least five (5) days notice to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsseller.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Profits Units by a Management Member upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a such Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Profits Units pursuant to this Section 12.4 12.3 and the Person to whom such Interests Profits Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Profits Units in accordance with this Section 12.412.3. Upon the Involuntary Transfer of any InterestProfits Units, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Profits Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Profits Units shall result in the immediate forfeiture of such Override Profits Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Profits Units. The provisions of Article VII providing for no consideration upon a forfeiture are exclusive and no holder of any forfeited Restricted Common Unit and Profits Unit shall be entitled to any rights under this Agreement with respect thereto (including, without limitation, pursuant to Article IX) nor any claim to any distribution under Section 18-604 of the Delaware Act or otherwise.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Units upon default, foreclosure, forfeit, divorce, court order Order or otherwise other than by a voluntary decision on the part of a Management Member or Outside Member Member, other than death (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside the Member complies with this Section 12.4 10.03 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Units pursuant to this Section 12.4 10.03 and the Person to whom such Interests Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Units in accordance with this Section 12.410.03. Upon the Involuntary Transfer of any InterestUnits, such Management Member or Outside Member shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the their Fair Market Value multiplied by the number of such Interest Units acquired by the Involuntary Transferee to be acquired by the Company and (iib) the amount of the indebtedness or other liability liability, if applicable, that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Units over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than In the event that the Securities owned by a voluntary decision on the part of a any Management Member or Outside Member (each, an “Involuntary Transfer”) Investor shall be void unless subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to the fifth anniversary of the Recapitalization Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company to exercise in full its rights hereunder. Upon any Involuntary written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the Securities are proposed to be transferred, and the number of shares of Common Stock and Preferred Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all, but not less than all of such Interests Securities which right shall be exercised by written notice given by the Company to such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management Member or Outside Member shall promptly (but which in no event later shall be less than two 10 or more than 60 days after such Involuntary Transfer) furnish written notice to from the date on which the Company indicating that the Involuntary Transfer has occurred, specifying the name gives notice of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right its election to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.the

Involuntary Transfers. Any Subject to the provisions of Section 1 above, in the event, at any time after the date of this Agreement, of any transfer by operation of title law or beneficial ownership other involuntary transfer (excluding upon death but including upon divorce or as a result of Interests upon defaultbankruptcy, foreclosureattachment, forfeitlevy execution, divorce, court order sequestration or otherwise than garnishment) of all or any portion of the Shares by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transferrecord holder thereof, the Company shall have a right (but not an obligation) to acquire all or any of the right Shares, and any such transferee shall be subject to purchase such Interests pursuant to and bound by the terms of this Section 12.4 and 3. Upon any such transfer, the Person to whom transferee thereof shall immediately notify the Company in writing of such Interests have been Transferred (transfer. The right of the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with Company under this Section 12.43 to acquire any or all of the Shares so transferred shall terminate ninety (90) days following receipt of such notice from the transferee. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to If the Company indicating that the Involuntary Transfer has occurred, specifying the name elects to exercise such right as to any or all of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafterShares, the Company shall have notify the right transferee in writing thereof within such ninety (90) day period, specifying therein the number of Shares to purchasebe so acquired (and, if less than all of the Shares so transferred, the specific Shares to be so acquired), accompanied by payment, in cash or by check, for the Shares being so acquired. The purchase price to be paid by the Company for the Shares to be so acquired shall be the sum of the fair market value per share thereof as of such date, as determined in good faith by the Board (which determination shall be final, binding and conclusive on the Company and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) transferee). Upon receipt of the Interests foregoing, the transferee shall promptly endorse and deliver to the Company the stock certificates representing the Shares being acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness Company pursuant hereto. The Company’s rights under this Section 3 shall be freely assignable, in whole or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitspart.

Involuntary Transfers. Any Upon any involuntary transfer of all or any part of the Membership Interest of a Member (the "Transferred Interest") pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (other than a Permitted Transfer), the transferee or transferees of the Transferred Interest or any successor in title to the Transferred Interest shall, within thirty (30) days after such transfer, offer such Transferred Interest at the Fair Market Value (as determined in accordance with Section 11.07 below) thereof at the end of the month immediately preceding such transfer for sale first to the other Members and second to the Company under this Section 11.03. Such offer shall be made in writing to the Company and the other Members (the "Transfer Notice") and shall disclose the terms and conditions of the acquisition of the Transferred Interest by the transferee or beneficial ownership transferees of, or the successor in title to, the Transferred Interest. Upon receipt of Interests upon defaultthe Transfer Notice, foreclosurethe Company shall have the Fair Market Value of the Transferred Interest determined in accordance with Section 11.07 and shall promptly notify the Members and the person giving the Transfer Notice of the Fair Market Value of such Transferred Interest (the "Appraisal Notice"). The Members (other than the Members whose Membership Interest was subject to the transfer by legal process) shall have the right to purchase some or all of the Transferred Interest at such Fair Market Value by giving written notice to such transferee or transferees within thirty (30) days after receipt of the Appraisal Notice. If more than one Member elects to purchase the Transferred Interest, forfeit, divorce, court order the electing Members shall each purchase their proportionate share (as provided in Section 11.03(c)) of the Transferred Interest) or otherwise than by a voluntary decision on as such electing Members mutually agree. If the part other Members do not purchase all of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary TransferTransferred Interest, the Company shall have the right to purchase all or some of the Transferred Interest at such Interests pursuant Fair Market Value by giving written notice to this Section 12.4 such transferee or transferees or successor in title within forty-five (45) days after the Company's receipt of the Transfer Notice. In the event a transferee fails to provide Transfer Notice to the Members and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management a Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish the Company receiving notice of a transfer of a Membership Interest by legal process or otherwise may give written notice to the Members and the Company indicating that of the Involuntary Transfer has occurredfacts and circumstances of such transfer as known by such person, specifying including the name and address of the Involuntary Transfereeany such transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described transferees or successor in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, title and such Involuntary Transferee notice shall have no rights with respect to such Override Unitsbe considered the Transfer Notice for the purposes of this Section 11.03(d).

Involuntary Transfers. Any transfer of title In the event that the Shares or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Options owned by a voluntary decision on the part of a any Management Member or Outside Member (each, an “Involuntary Transfer”) Stockholder shall be void unless subject to sale or other transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") prior to the third anniversary of the Applicable Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Stockholder shall give the Company to exercise in full its rights hereunder. Upon any Involuntary Transferwritten notice thereof promptly upon the occurrence of such event stating the terms of such proposed transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the Shares or Options are proposed to be transferred, and the number of Shares or Options to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transfer, the Company, or if the Company is prohibited by law or has insufficient funds to elect such purchase, the other Stockholders, shall have the right and option to purchase all, but not less than all of such Interests Shares or Options which right shall be exercised by written notice given by the Company or other Stockholders, as applicable, to such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer; PROVIDED, HOWEVER, that if the Company is unable to purchase Shares or Options hereby, it shall give prompt notice of such fact to the other Stockholders; and PROVIDED, FURTHER, if, in accordance with this sentence, the other Stockholders elect to purchase more Shares or Options than the amount such Management Stockholder owns, the Stockholders so electing shall purchase the Shares or Options PRO RATA in accordance with the number of Shares owned by such Stockholders. Any purchase pursuant to this Section 12.4 7(d) shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary transfer is such that no readily determinable consideration is to be paid for the transfer of the Shares or Options, the price to be paid by the Company or the other Stockholders, as applicable, shall be the Option Purchase Price that would have been applicable hereunder had the Management Stockholder incurred a Termination Date as of the date of such proposed transfer for the Shares. The closing of the purchase and sale of Shares or Options shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have Company or the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestother Stockholders, such Management Member or Outside Member shall promptly (but as applicable, which in no event later shall be less than two 10 or more than 30 days after from the date on which the Company or the other Stockholders, as applicable, give notice of its election to purchase Shares or Options. At such Involuntary Transfer) furnish written notice closing, the Management Stockholder shall deliver certificates evidencing the number of shares of Stock to be purchased by the Company or the other Stockholders, as applicable, accompanied by stock or bond powers, as the case may be, duly endorsed in blank or duly executed instruments of transfer, in either case with the signature guaranteed by a member firm of the New York Stock Exchange, Inc. or a commercial bank or trust company organized under the laws of the United States or any state thereof, and any other documents that are necessary to transfer to the Company indicating that or the Involuntary Transfer has occurredother Stockholders, specifying the name as applicable, good title to such of the Involuntary Transfereesecurities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafterconcurrently with such delivery, the Company or the other Stockholders, as applicable, shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) Management Stockholder the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer Stockholder who is the subject of title or beneficial ownership an Involuntary Transfer (as defined below) (the "Transferring Stockholder"), shall notify the Company and the other Stockholders in writing within ten (10) days of Interests upon defaultsuch Involuntary Transfer (but the failure to give such notice shall not affect the rights of the parties hereunder). For purposes of this Section 2.1(c), foreclosure, forfeit, divorce, court order or otherwise than the later of receipt of such notice by a voluntary decision on the part Company and the other Stockholders and the date of a Management Member or Outside Member (each, an “such Involuntary Transfer”) Transfer shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the "Transfer Date". For a period of twenty (20) days after the Transfer Date (the "Company Option Period"), the Company may, by notice in writing to exercise the Transferring Stockholder, elect in full its rights hereunderwriting to purchase any or all of the Shares subject to the Involuntary Transfer at the Fair Market Value of such Shares. Upon If the Company does not elect to purchase any of the Shares subject to the Involuntary Transfer, or exercises such right only with respect to a portion of such Shares, then for a period of twenty (20) days commencing on the earlier of (a) the date, if any, that the Transferring Stockholder notifies the other Stockholders in writing that the Company has determined either not to exercise such right of purchase or to exercise such right only with respect to a portion of the Shares subject to the Involuntary Transfer, and (b) the expiration of the Company Option Period, the other Stockholders shall have the right to purchase all or any portion of such Interests pursuant Shares subject to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice not so elected to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired be purchased by the Involuntary Transferee for a purchase price equal to the lesser of (i) Company, at the Fair Market Value of such Interest and (ii) the amount Shares. The specific number of the indebtedness or other liability that gave rise such Shares subject to the Involuntary Transfer plus remaining after the excess, if any, Company has exercised its right pursuant to clause (ii) to which each other Stockholder shall be entitled to purchase shall be determined on a pro rata basis in proportion to the respective number of shares of Common Stock owned beneficially by each such Stockholder as of the Carrying Value Transfer Date in relation to the total number of shares of Common Stock owned beneficially by all such Interests over Stockholder (for each such Stockholder, its "Proportionate Share"). Each such Stockholder shall also be entitled to indicate a desire to purchase all or a portion of any Shares subject to the Involuntary Transfer remaining after such pro rata allocation. Each such Stockholder shall be allocated the maximum amount of Shares subject to the Involuntary Transfer set forth in such indebtedness or Stockholder's offer to purchase, unless such allocation would result in the allocation of more securities in the aggregate than are available for purchase by the other liability Stockholders, in which case such Shares subject to the Involuntary Transfer shall be allocated among the Stockholders pro rata in accordance with each such Stockholder's Proportionate Share; provided, however, that gave rise if the foregoing results in any Stockholder being allocated more than the maximum amount of Shares subject to the Involuntary Transfer specified in such Stockholder's offer to purchase, such Stockholder will be allocated such maximum amount and the excess will be allocated as provided in this sentence (including this proviso). Any Shares subject to the Involuntary Transfer not accepted pursuant to clauses (ii) and (iii) above shall be Transferred in accordance with the terms and conditions of the Involuntary Transfer. Notwithstanding anything The closing of the purchase and sale of any Shares subject to the contrary, any Involuntary Transfer hereunder shall be held at the offices of Override Units shall result the Company on such dates and times as the parties may agree but in all events within twenty (20) days following termination of the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect offer period granted to such Override Unitsthe other Stockholders.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeitforfeiture, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.6. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee"), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee (determined with reference to the most recent Appraisal prepared and delivered pursuant to Section 4.1) and (iib) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Shareholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. The Company's right to purchase pursuant to this Section 6.6 shall have no rights be assignable in accordance with respect Section 6.4 as if such right to such Override Unitspurchase were a "right to accept an Offer."

Involuntary Transfers. Any transfer In the case of any Transfer of title or beneficial ownership of Interests Securities beneficially owned by a Securityholder upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Securityholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests Securities pursuant to this Section 12.4 and 6.3 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the THL Group (or its designees, which designees shall become parties hereto in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any InterestSecurities beneficially owned by a Securityholder, such Management Member or Outside Member Securityholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the THL Group indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such Securities have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the THL Group receives notification from the Company that it is declining to exercise such right, the THL Group (and its designee(s)) shall have the right) to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests Securities acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest Securities on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Securities over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Securityholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforSecurities on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Units.amount. MANAGEMENT SECURITYHOLDERS By: /s/ Joseph A. Podawiltz ----------------------------- Name (Print): Joseph A. Podawiltz [Securityhxxxxxx Xxxxxxxxx]

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder8.2.1. Upon any Involuntary TransferTransfer of all or any part of an Interest to anyone other than a Member, the Member suffering such Involuntary Transfer (the "Suffering Member") shall immediately give notice of such Involuntary Transfer (the "Offered Interest Notice") to the Company and the other Member (the "NonSuffering Member"). 8.2.2. If the Interest of a Member suffers an Involuntary Transfer as described in Section 8.2.1, the NonSuffering Member shall have the right to make an offer to purchase such Interests pursuant to Interest under this Section 12.4 and 8.2.2 upon receipt of the Person to whom such Interests have been Transferred Offered Interest Notice or upon otherwise learning of the Involuntary Transfer (the “Involuntary Transferee”) "Offered Interest"). The NonSuffering Member shall have a period of thirty (30) days after the obligation date of receipt of the Offered Interest Notice in which to sell such Interests make an written offer (the "Interest Offer") to purchase the Offered Interest under the terms and conditions of this Section 8.2. Failure of the NonSuffering Member to make an Interest Offer with the required time period shall be deemed a rejection of the Offered Interest. 8.2.3. The purchase price for the Offered Interest shall be determined in accordance with this Section 12.48.2.3. Upon The purchase price to be paid for the Involuntary Transfer Offered Interest shall be equal to the fair market value of any Interestsuch Offered Interest on the date of the offer to purchase the Offered Interest (the "Price"). If the holder of the Offered Interest ("Interest Seller") and the NonSuffering Member are able to reach agreement as to the Price, such Management agreed Price shall govern. If the Interest Seller and the NonSuffering Member or Outside cannot agree on a Price within forty-five (45) days after the date of the Interest Offer, the Price shall be determined by a Neutral Investment Bank appointed by the Interest Seller and the NonSuffering Member within one hundred and five (105) days after the date of the Interest Offer. If the Interest Seller and the NonSuffering Member cannot agree on a Neutral Investment Bank within such period, the Price shall promptly be determined jointly by a Neutral Investment Bank representing the Interest Seller and a Neutral Investment Bank representing the NonSuffering Member (but in no event later collectively if more than two one), each to be appointed within such sixty (60) day period. If the Neutral Investment Banks are unable to agree on a Price within thirty (30) days after the latest date of appointment, they shall within thirty-five (35) days after such Involuntary Transferlatest date of appointment select a third Neutral Investment Bank who shall determine within thirty (30) furnish written notice days after its appointment the Price by arriving at a valuation either equal to that determined by one of the initial Neutral Investment Banks or between both initial valuations. Notwithstanding the foregoing sentence, if the higher of the values determined by the initial Neutral Investment Banks is not in excess of 115% of the value determined by the third Neutral Investment Bank, the Neutral Investment Banks shall be deemed to have agreed upon a Price equal to the Company indicating that the Involuntary Transfer has occurred, specifying the name average of the Involuntary Transfereetwo determinations. If the two initial Neutral Investment Banks are unable to agree on a third Neutral Investment Bank, giving they shall each appoint an independent Neutral Investment Bank within thirty-five (35) days after the date that they are unable to agree on the third Neutral Investment Bank. The two independent Neutral Investment Banks shall elect within thirty (30) days after the latest appointment elect a detailed description third Neutral Investment Bank. Each of the circumstances giving rise toInterest Seller and the NonSuffering Member shall bear the cost and expenses of the Neutral Investment Bank(s) it or they appoint, and stating each shall bear one-half of the legal basis forcost and expenses of the third Neutral Investment Bank or the sole Neutral Investment Bank if only one is appointed. The NonSuffering Member shall have a period of ten (10) days after the date of agreement as to Price, or after the Involuntary Transfer. Upon the date of receipt of the Price calculated by the Neutral Investment Banks in accordance with this Section 8.2.3 in which to give notice described in that it will purchase the preceding sentence, and for 60 days thereafter, Offered Interest at the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all Price (but not less than all) "Price Notice"). Failure of the Interests acquired by NonSuffering Member to give such notice within the Involuntary Transferee for required time period shall be deemed a rejection of the Offered Interest. 8.2.4. The Price shall be paid entirely in cash. The closing of the purchase price equal to and sale of the lesser Offered Interest shall occur on the later of (i) eighty (80) days following the Fair Market Value date of such the Interest and Offer or (ii) thirty (30) days after the amount Price Notice. The Offered Interest shall be transferred free and clear of all taxes, debts, claims, judgments, liens, encumbrances or other defects. 8.2.5. Any sale of the indebtedness or other liability that gave rise Offered Interest shall be subject to the requirements of the HSR Act and all other applicable federal and state antitrust statutes and expiration of applicable waiting periods in connection therewith. 8.2.6. If the Offered Interest is rejected by the NonSuffering Member as described in Section 8.2.2 or 8.2.3, the NonSuffering Member will be deemed to have consented to the sale of the Offered Interest and the Membership Rights associated with such Offered Interest, and the admission of the purchaser of such Offered Interest as an admitted Member. If an Involuntary Transfer plus is not completed pursuant to Section 8.2, the excess, if any, Interest Seller shall be deemed to have not received consent from the NonSuffering Member (unless the NonSuffering Member waives in writing its right to consent pursuant to Section 8.7) to the sale of the Carrying Value Membership Interest and admission of the purchaser as a Member; and accordingly such Interests over purchaser shall be a Transferee of any or part of the amount Interest of the Interest Seller and shall not be an admitted Member; and the Interest Seller shall be deemed to have assigned its Membership Rights, including its right to appoint Managers, as to such indebtedness or other liability that gave rise Offered Interest to the NonSuffering Member. The Offered Interest shall remain subject to this Section 8.2 with respect to any later Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.8.3