Common use of Withdrawal of a Member Clause in Contracts

Withdrawal of a Member. If a Member Transfers all of its Units in accordance with the terms of this Agreement and the Assignee of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such time.

Withdrawal of a Member. (a) In the event of (i) the death, incapacity, permanent disability, bankruptcy or involuntary dissolution of any Member or (ii) that any such Member becomes a Suspended Member; provided, that a Suspended Member shall have a ninety (90) day period (the "Cure Period") during which to cure and cause to be lifted such order or ruling which caused the Member to become a Suspended Member (each such event, a "Withdrawal"), the Company shall dissolve and be wound up as provided in Article IX hereof unless all the Members, excluding, if applicable, the Member who is the Withdrawing Member (as hereinafter defined) consent to continue the Company. The Member that is the subject of the Withdrawal (the "Withdrawing Member") shall deliver prompt written notice to the Company and the other Members of the occurrence of a Withdrawal. If the Members decide to continue the Company pursuant to the first sentence of this paragraph, the Company shall inform the Withdrawing Member of such decision by written notice delivered within ninety (90) days of the occurrence of the Withdrawal. (b) If the Members elect to continue the Company following a Member Transfers all of its Units Withdrawal in accordance with Section 8.5(a) hereof, the terms Company shall make payment in cash and Affirmative Equity Securities (as set forth below) in liquidation of the Withdrawing Member's Membership Units. Any such payment(s) shall be equal to the Fair Market Value of the Membership Units owned by the Withdrawing Member, as determined pursuant to the following sentence. Fair Market Value shall be determined by an independent nationally recognized investment banking firm selected by the Company (the "Appraiser"), and the fee of such Appraiser shall be paid by the Company and the Members agree that such fee amount shall be deducted from the amount payable to the Withdrawing Member. Absent manifest error, the determination of the Appraiser of the Fair Market Value of the Membership Units owned by the Withdrawing Member shall be final and binding on the Company, the Withdrawing Member and the other Members. The Fair Market Value of the Withdrawing Member's Membership Units shall be satisfied and paid to the Withdrawing Member by the Company in the form of (i) up to that number of Affirmative Equity Securities which were contributed to the Company upon the closing of the Subscription Agreement by such Member (with an aggregate value less than or equal to the Fair Market Value of the Withdrawing Member's Membership Units) and (ii) second, to the extent that the value of the Affirmative Equity Securities set forth in clause (i) is less than the Fair Market Value of the Membership Units owned by the Withdrawing Member, an amount of cash equal to such deficit; provided, that for the purposes of this Agreement and Section 8.5, the Assignee value of any Affirmative Equity Securities on the date of such payment shall be (x) if there should be a public market for the Affirmative Equity Securities on such date, the arithmetic mean of the high and low prices of the Affirmative Equity Securities as reported on such date on the composite tape of the principal national securities exchange on which the Affirmative Equity Securities are listed or admitted to trading, or, if the Affirmative Equity Securities are not listed or admitted on any national securities exchange, the arithmetic mean of the per-share closing bid price and per-share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the "Nasdaq"), or, if no sale of Affirmative Equity Securities shall have been reported on the composite tape of any national securities exchange or quoted on the Nasdaq on such date, the arithmetic mean of the per-share closing bid price and per-share closing asked price on the immediately preceding date on which sales of the Affirmative Equity Securities have been so reported or quoted, and (ii) if there is not a public market for the Affirmative Equity Securities on such date, the value established by the Appraiser. (c) Subject to the penultimate sentence of Section 8.5(b) hereof, redemption of a Membership Interest in accordance with Section 8.5(b) hereof shall take place no later than five (5) Business Days after the determination of Fair Market Value of the Membership Units (or such later date as may be the soonest practicable date). (d) In the event of any Withdrawal, the Initial Members (or a 50% transferee thereof) may jointly and severally (unless one of the Initial Members is admitted as a the Withdrawing Member in its sole election) elect to require that the Company, in lieu of making the liquidating payment(s) to the Withdrawing Member pursuant to Section 8.038.5(b) hereof, such Assignee will be admitted initiate a Company Sale pursuant to Section 8.3 hereof (disregarding for the Company as a Member effective on the effective date purposes of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Memberthis Section 8.5 only, the Assignor will five (5) year period referred to therein). In the event that the sale process set forth in Section 8.3 hereof does not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as result in a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG MemberSale, then the Intel Company shall make all required liquidating payment(s) to the Withdrawing Member must also approve pursuant to Section 8.5(b) hereof. (e) Schedule I to this Agreement shall be amended from time to time as appropriate to reflect any change in a release Member's Percentage Interest or the number of Membership Units owned by such Member resulting from any obligations contemplated by a purchase and sale or liquidation of Membership Units pursuant to this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such time8.5.

Withdrawal of a Member. If a A Member Transfers all of its Units in accordance with may withdraw, retire or resign from the terms of this Agreement and the Assignee Company at any time upon giving ninety (90) days prior written notice of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted withdrawal to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law))remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of a Majority in Interest of the remaining Members within such ninety (90) day notice period, such a withdrawal shall be deemed a breach of this LLC Agreement allowing the Company to recover from the withdrawing Member damages for such breach as reasonably determined by the remaining Members, including, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable to the withdrawing Member. Subject to the remaining provisions of this LLC Agreement, upon the withdrawal of a Member, the withdrawing Member shall be entitled to the fair market value of its Economic Interest, which amount shall be equal to the sum of the withdrawing Member's Percentage Interest of both (i) the Company's Net Profits or Net Losses for the year in which the withdrawal occurs through the date of the withdrawal (less any distributions of Net Cash Flow made to the withdrawing Member through the date of such withdrawal); and (ii) the value of the Company's assets, net of the Company's debts, liabilities and obligations; less any deficit balance in the withdrawing Member's Capital Account, such consideration which the Company shall pay in cash at the closing, which closing shall be within thirty (30) days of the date such purchase price is determined at such time and place as designated by the Company. For purposes of this determination, the value of the Company's assets, other than cash, certificates of deposit and other instruments the value of which are readily ascertainable, shall be determined with reference to the fair market value of such assets as determined by the Company's regularly employed independent certified public accountant, which determination shall be final, binding and conclusive upon all parties. Notwithstanding the foregoing, if the Assignor such withdrawal is the TPG Memberdeemed to be a breach of this LLC Agreement as provided above, then the Intel amount to which the withdrawing Member must also approve a release from is entitled for its Economic Interest shall not include any obligations contemplated by this sentence in order amount attributable to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member goodwill of the Company as of the time of such forfeiture, and will not shall be entitled reduced by an amount equal to any distributions from and after damages attributable to such timebreach as described above.

Withdrawal of a Member. If a A Member Transfers all of its Units in accordance with may withdraw, retire or resign from the terms of this Agreement and the Assignee Company at any time upon giving ninety (90) days prior written notice of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted withdrawal to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law))remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of all of the remaining Members within such ninety (90) day notice period, such a withdrawal shall be deemed a breach of this LLC Agreement allowing the Company to recover from the withdrawing Member damages for such breach as reasonably determined by the remaining Members, including, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable to the withdrawing Member. Subject to the remaining provisions of this LLC Agreement, upon the withdrawal of a Member, the withdrawing Member shall be entitled to the "net asset value" of its aggregate Economic Interest in each Series it owns, which amount shall be the value of the Series' assets, net of the debts, liabilities and obligations attributable to the Series; less any deficit balance in the withdrawing Member's Capital Account, such consideration which the Company shall pay in cash at the closing, which closing shall be within thirty (30) days of the date such purchase price is determined at such time and place as designated by the Company. For purposes of this determination, the value of the Company's assets, other than cash, certificates of deposit and other instruments the value of which are readily ascertainable, shall be determined with reference to the fair market value of such assets as determined by the Company's regularly employed independent certified public accountant, which determination shall be final, binding and conclusive upon all parties. Notwithstanding the foregoing, if the Assignor such withdrawal is the TPG Memberdeemed to be a breach of this LLC Agreement as provided above, then the Intel amount to which the withdrawing Member must also approve a release from is entitled for its Economic Interest shall not include any obligations contemplated by this sentence in order amount attributable to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member goodwill of the Company as of the time of such forfeiture, and will not shall be entitled reduced by an amount equal to any distributions from and after damages attributable to such timebreach as described above.

Withdrawal of a Member. If a A Member Transfers all of its Units in accordance with may withdraw, retire or resign from the terms of this Agreement and the Assignee Company at any time upon giving ninety (90) days prior written notice of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted withdrawal to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law))remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of all of the remaining Members within such ninety (90) day notice period, such a withdrawal shall be deemed a breach of this LLC Agreement allowing the Company to recover from the withdrawing Member damages for such breach as reasonably determined by the remaining Members, including, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable to the withdrawing Member. Subject to the remaining provisions of this LLC Agreement, upon the withdrawal of a Member, the withdrawing Member shall be entitled to the fair market value of its Economic Interest, which amount shall be equal to the sum of the withdrawing Member's Percentage Interest of both (i) the Company's Net Profits or Net Losses for the year in which the withdrawal occurs through the date of the withdrawal (less any distributions of Net Cash Flow made to the withdrawing Member through the date of such withdrawal); and (ii) the value of the Company's assets, net of the Company's debts, liabilities and obligations; less any deficit balance in the withdrawing Member's Capital Account, such consideration which the Company shall pay in cash at the closing, which closing shall be within thirty (30) days of the date such purchase price is determined at such time and place as designated by the Company. For purposes of this determination, the value of the Company's assets, other than cash, certificates of deposit and other instruments the value of which are readily ascertainable, shall be determined with reference to the fair market value of such assets as determined by the Company's regularly employed independent certified public accountant, which determination shall be final, binding and conclusive upon all parties. Notwithstanding the foregoing, if the Assignor such withdrawal is the TPG Memberdeemed to be a breach of this LLC Agreement as provided above, then the Intel amount to which the withdrawing Member must also approve a release from is entitled for its Economic Interest shall not include any obligations contemplated by this sentence in order amount attributable to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member goodwill of the Company as of the time of such forfeiture, and will not shall be entitled reduced by an amount equal to any distributions from and after damages attributable to such timebreach as described above.

Withdrawal of a Member. If At any time after the Initial Term of this Agreement, any Member may withdraw from the Dakota 911 subject to the provisions of this Article. a. Such withdrawing Member shall give written notice before July 1st of any year and at least 18 months prior to the intended date of withdrawal, in the form of a certified copy of a resolution passed by its governing body, a copy of which must be mailed or delivered to the Executive Director of the Dakota 911 and the Chairs of the Executive Committee and Board of Directors. b. Sixty (60) days notice provided by the Executive Director or the Board of Directors to any Member of its nonpayment of cost allocation fees as set forth herein, and/or the refusal or declination of any Member to be bound by any obligation of the Dakota 911, shall also constitute notice of withdrawal of such Member, and if the Member fails to cure nonpayment or refuses to comply with an obligation within the Sixty days (60), withdrawal of that Member from the Dakota 911 shall become effective on the Sixty First day after mailing of said notice. The Force Majeure provisions of Article XV apply to a non-payment of charges and fees and the refusal or declination of a Member Transfers all to act. c. Withdrawal of a Member shall also constitute withdrawal of its Units in accordance with representatives to the terms Board of this Agreement Directors, the Executive Committee and the Assignee Operations Committee and subcommittees. d. The withdrawing Member shall forfeit any and all interest, right and title to Dakota 911 property and assets of such Interest any type whatsoever. e. The withdrawing Member shall be liable for all costs incurred by the Dakota 911as a result of the Member's separation and withdrawal. This may include, but is admitted as a not necessarily limited to, legal fees, court costs and interest-on late payment of obligations. f. The withdrawing Member pursuant shall continue to Section 8.03, such Assignee will be admitted responsible for: 1. One hundred (100%) percent of that Member’s pro rata share of the operating costs of the Dakota 911 that are incurred up to the Company as a Member effective on date of withdrawal, and One hundred (100%) percent of that Member’s pro rata share of any capital debts, liabilities or obligations of the Dakota 911 that were incurred prior to the date of providing notice of intent to withdraw and are due and payable before the effective date of withdrawal. 2. For any contractual obligations it has separately entered into with the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such timeDakota 911.

Withdrawal of a Member. If (a) Except as otherwise expressly contemplated in this Agreement, without the consent of all the Members holding at least a Member Transfers all of its Units in accordance with Majority (other than the terms of this Agreement and the Assignee of such Interest is admitted as Member seeking to withdraw), a Member pursuant shall not have the right to Section 8.03, such Assignee will be admitted to withdraw from the Company as a Member effective on or terminate such Member’s Membership Interest. Notwithstanding the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will foregoing, a Member shall cease to be a Member upon such Member’s voluntary filing of a petition for, or the filing against such Member of an involuntary petition of bankruptcy, which remains uncontested for ten (10) days and undismissed for sixty (60) days bankruptcy. (b) Upon a permitted withdrawal, the withdrawing Member shall be (i) deemed to have forfeited all right, title and interest in and to such Member’s Membership Interests, which shall automatically revert, and be deemed to have been Transferred to, the Company. Upon the Assignor ceasing to be a Member, the Assignor will not and (ii) be entitled to any distributions receive the balance of such Member’s Capital Account as of the withdrawal date, payable in cash or in securities at Fair Market Value, as the Company may select. The payment to a withdrawing Member shall be made within ninety (90) days from and after the date of such Transferwithdrawal. Notwithstanding the admission of an Assignee The amount payable to a withdrawing Member under this Section 9.3 may, as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as shall determine, be subject to reserves for subsequent adjustments in the computation of the date of the Transfer or withdrawal amount and reserves for contingencies, including contingent liabilities relating to pending or anticipated litigation or to Internal Revenue Service examinations, and to a reasonable charge to cover the consummation cost of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold selling or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence liquidating assets in order to effect payment to the withdrawing Member. Any amount held as a reserve shall reduce the amount payable under this Section 9.3 and shall be effective; provided, further, that if invested by the Assignor is the Intel Member, then the TPG Member must also approve Company in a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03segregated interest-bearing account, and holds no other Interests, such Service Provider Member will cease to the unused portion of any reserve shall be a Member of distributed with interest thereon after the Company as of Members shall have determined that the time of such forfeiture, and will not be entitled to any distributions from and after such timeneed therefore shall have ceased.

Withdrawal of a Member. If a Member Transfers all of its Units in accordance with the terms of this Agreement and the Assignee of such Interest is admitted as a Member pursuant to Section 8.03, such Assignee will be admitted to the Company as a Member effective on the effective date of the Transfer or such other date as may be specified when the Assignee is admitted and immediately following such admission the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Member, the Assignor will not be entitled to any distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved by the Managing Member, the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 1446(f) of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG GGC Member, then the Intel BSMH Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel BSMH Member, then the TPG GGC Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member Management Holder (or Management Holdco, on behalf of such Management Holder) forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member Management Holder will cease to be a Member of the Company or a member of Management Holdco, as applicable, as of the time of such forfeiture, and will not be entitled to any distributions from and after such time.

Withdrawal of a Member. Any Member shall have the right to withdraw from the Company at any time by a notice (a "Withdrawal Notice") to the other Member. If any Member gives a Withdrawal Notice pursuant to this Section 9.5, the following will occur: (a) The Member Transfers giving the Withdrawal Notice (the "Withdrawing Member") will, at the time it gives the Withdrawal Notice, specify a cash price at which the Withdrawing Member would be willing either to sell all its Membership Interest Units or to purchase all the other Member's Membership Interest Units (the "Buyout Price"). (b) Within 45 days after the Withdrawing Member gives the Withdrawal Notice, the other Member will notify the Withdrawing Member in a notice (the "Election Notice") indicating whether the other Member elects to purchase all the Withdrawing Member's Membership Interest Units for the Buyout Price or to sell all of its such Member's Membership Interest Units to the Withdrawing Member for the Buyout Price. (c) If the other Member does not send the Withdrawing Member an Election Notice within the 45 day period, the Withdrawing Member must purchase such other Member's Membership Interest Units for the Buyout Price. (d) The sale of Membership Interest Units by or to the Withdrawing Member will take place at the principal office of the Company at a date and time specified in accordance with the terms of this Agreement and the Assignee of such Interest is admitted as a Member pursuant to Section 8.03Election Notice, such Assignee which will be admitted not later than 30 days after the Election Notice is given (or, if no Election Notice is given, on a day specified by the Withdrawing Member which is not more than 30 days after the period for the other Member to give the Election Notice has expired). At that time the selling Member will transfer its Membership Interest Units to the Company as a purchasing Member effective on the effective date against payment of the Transfer or such other date as may be specified when Buyout Price. If the Assignee is admitted and immediately following such admission purchasing Member fails to make the Assignor will cease to be a Member of the Company. Upon the Assignor ceasing to be a Memberrequired payment, the Assignor selling Member may, but will not be entitled to any distributions from and after required to, purchase the date of such Transferpurchasing Member's Membership Interest Units for the Buyout Price. Notwithstanding the admission of an Assignee as a Member and except as otherwise expressly approved A purchase by the Managing Member, the Assignor selling Member will not be released from affect any obligations claim the selling Member may have against the purchasing Member for failure to fulfill the Company as a Member (or otherwise) existing as of purchasing Member's contractual obligation to purchase the date of selling Member's Membership Interest Units for the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such timeBuyout Price.

Withdrawal of a Member. (a) A Withdrawing Member shall notify (and shall have the sole responsibility to notify) in writing the Managers and other Members of the Company of a Voluntary Withdrawal or an Event of Withdrawal. (b) If a Member Transfers all of its Units in accordance with withdraws from the terms of this Agreement and Company but the Assignee of such Interest Company is admitted as a Member continued pursuant to Section 8.038.01(c) above, such Assignee will be admitted to the Company as a Member effective on shall have an option to purchase the effective date Interest of the Transfer or such other date as may Withdrawing Member upon the terms and conditions below. The option of the Company shall be specified when exercisable upon approval of the Assignee is admitted and immediately following such admission Managers. The option of the Assignor will cease to be Company shall remain exercisable for a period of 45 days after the Company receives written notice from the Withdrawing Member of the CompanyVoluntary Withdrawal or Event of Withdrawal. (c) If the Company fails to exercise its option within the 45-day period described above, those Members who are not Withdrawing Members shall have an additional 15 days to exercise the option to purchase the Interest of the Withdrawing Member upon the terms and conditions below. Upon To exercise the Assignor ceasing option to purchase the Interest of the Withdrawing Member, a Member shall deliver written notice to the Withdrawing Member. Any Member that exercises the option to purchase the Interest of the Withdrawing Member is called an "EXERCISING MEMBER." Notification by an Exercising Member to the Withdrawing Member that the option rights granted under this paragraph are being exercised obligates the Withdrawing Member to sell the Withdrawing Member's entire Interest in the Company and obligates the Exercising Member to purchase a pro rata share of the Interest of the Withdrawing Member. This pro rata share of each Exercising Member shall be equal to the quotient derived by dividing the Percentage Interest of the applicable Exercising Member by the total Percentage Interests of all non-Withdrawing Members; however, all Exercising Members may agree unanimously in their election notice to purchase the Interest of the Withdrawing Member on a different basis. If the non-Withdrawing Members do not elect to purchase all of the Interest of the Withdrawing Member, the Assignor will not be entitled Exercising Members shall have the option to any distributions from purchase the remaining balance of the Interest of the Withdrawing Member, and after each Exercising Member's portion of the date remaining balance shall equal the quotient derived by dividing the Percentage Interest of such Transfer. Notwithstanding the admission applicable Exercising Member (i.e., an Exercising Member that elects to purchase all or a portion of an Assignee as a Member and except as otherwise expressly approved the remaining balance) by the Managing Membertotal Percentage Interest of all Exercising Members that elect to purchase the remaining balance, unless the Assignor will not be released from any obligations to the Company as a Member (or otherwise) existing as of the date of the Transfer or relating to the consummation of such Transfer (which shall be deemed to include any liabilities arising from any failure by the Transferee to withhold or deduct any amounts required to be deducted or withheld under Section 1446 of the Code or any other law (including as a result of the Company or any of its Affiliates being required to deduct and withhold amounts from distributions to Transferee or its successor) and any liabilities for Taxes imposed on the Company or any Subsidiaries thereof for any taxable period (or portion thereof) ending on or before the date of such Transfer, including pursuant to Chapter 63 of the Code (and any analogous provisions of state, local or non-U.S. Law)); provided, however, that if the Assignor is the TPG Member, then the Intel Member must also approve a release from any obligations contemplated by this sentence in order to be effective; provided, further, that if the Assignor is the Intel Member, then the TPG Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Service Provider Member forfeits all of his, her or its Units in the manner contemplated by any applicable Award Agreement or Section 4.03, and holds no other Interests, such Service Provider Member will cease to be a Member of the Company as of the time of such forfeiture, and will not be entitled to any distributions from and after such timeManagers otherwise unanimously agree.