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• 8.3 Substituted Parties. Any transfer in which the transferee becomes a fully substituted Member is not permitted unless and until: (1) The transferor and assignee execute and deliver to the Company the documents and instruments of conveyance necessary or appropriate in the opinion of counsel to the Company to effect the transfer and to confirm the agreement of the permitted assignee to be bound by the provisions of this Agreement; and (2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Member(s). 8.4 Death, Incompetency,or Bankruptcy of a Member. On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5 and subject to the exercise of rights by Member(s) under Section 8.6, the successor in interest to the Member(whether an estate, bankruptcy trustee,or otherwise)will receive only the economic right to receive distributions whenever made by the Company and the Members allocable share of taxable income. gain, loss, deduction, and credit(the"Economic Rights") unless and until a majority of the Ownership Interests held by the other Member(s)(if any) admit the transferee as a fully substituted member in accordance with the provisions of Section 8.3. 8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, or approve any actions of the Operating Member, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company,the transferring Member's power and right to vote or consent to any matter submitted to the Member(s) will be eliminated, and the Ownership Interests of the remaining Member(s), for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any,as the transferee of the Economic Rights becomes a fully substituted Member. 8.5 Death Buyout. Notwithstanding Section 8.4,the Members covenant and agree that on the death of any Member,the Company, at its option, by providing written notice to the estate of the deceased Member within 180 days of the death of the Member, may purchase, acquire and redeem the Interest of the deceased Member in the Company pursuant to Section 8.5 8.5.1 The net outstanding value of the assets of the Company multiplied by the percentage ownership of the Member,then discounted by 10%. 8.5.2 Closing of the sale of the deceased Member's Interest in the Company will be held at the office of the Company on a date designated by the Company, and will not be later than 90 days after agreement with the personal representative of the deceased Member's estate on the fair market value of the deceased Member's Interest in the Company; provided, however, that if the purchase price is determined by appraisals as set forth in Section 8.5.2, the closing will be 30 days after Page-9- OPERATING AGREEMENT