Limited Liability Company Agreement

　　(c) if there is at least one buying member (i) the buying members shall designate the time, date and place of closing, provided that the date of closing shall be within thirty (30) days after the receipt of the buy notice, and (ii) at the closing, the buying members shall purchase, and the selling equity owner shall sell, the offered interest for an amount equal to the lesser of (i) the purchase price, or (ii) the amount of the selling equity owner's capital account plus a six percent (6%) annualized rate of return accruing on the excess of any capital contributions (including the agreed value of any capital contributions) over the amount of any distributions to such equity owner pursuant to section 9.4(a) in the case of common units proposed to be sold and pursuant to section 9.4(b) in the case of preferred units proposed to be sold, calculated from the dates of such respective capital contributions and distributions. the buy option shall be exercised in accordance with such other terms and conditions set forth in the third party offer.

　　(d) cosale right. to the extent that the buy option is not exercised by the remaining members, each remaining member shall have the right (the 'cosale right'), exercisable upon written notice to the company within fifteen (15) business days after the expiration of the option period, beginning with the day following the expiration thereof, to participate in such selling equity owner's sale of offered interest pursuant to the specific terms and conditions of such notice of sale. to the extent a remaining member exercises such cosale right in accordance with the terms and conditions set forth below, the offered interest which selling equity owner may sell pursuant to such notice of sale shall be correspondingly reduced. the cosale right of each remaining member shall be subject to the following terms and conditions.

　　(1) calculation. each remaining member may participate in the sale of the offered interest on a basis pro rata to the sharing ratios of the selling equity owner and the remaining members exercising such co sale right.

　　(2) delivery of certificates. each remaining member participating in the cosale right may effect its participation in the sale by delivering to the selling equity owner for transfer to the third party purchaser one or more certificates, properly endorsed for transfer, which represent the interests, which such remaining member elects to sell.

　　(e) a sale of an offered interest pursuant to this section 10.2, shall be subject to sections 10.3 and 10.4.