Common use of Withdrawal of a Member Clause in Contracts

Withdrawal of a Member. A Member may withdraw, retire or resign from the Company at any time upon giving ninety (90) days prior written notice of such withdrawal to the 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described above.

Withdrawal of a Member. A (a) In the event of (i) the death, incapacity, permanent disability, bankruptcy or involuntary dissolution of any Member may withdrawor (ii) that any such Member becomes a Suspended Member; provided, retire 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 resign from ruling which caused the Member to become a Suspended Member (each such event, a "Withdrawal"), the Company at any time upon giving 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 prior written notice of such withdrawal to the 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 occurrence of the Withdrawal. (b) If the Members within such ninety (90) day notice period, such a withdrawal shall be deemed a breach of this LLC Agreement allowing elect to continue 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 following a MemberWithdrawal in accordance with Section 8.5(a) hereof, the withdrawing Member Company shall be entitled to make payment in cash and Affirmative Equity Securities (as set forth below) in liquidation of the fair market value of its Economic Interest, which amount Withdrawing Member's Membership Units. Any such payment(s) shall be equal to the sum Fair Market Value of the withdrawing 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 Section 8.5, the 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 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 8.5(b) hereof, initiate a Company Sale pursuant to Section 8.3 hereof (disregarding for the purposes of this Section 8.5 only, the five (5) year period referred to therein). In the event that the sale process set forth in Section 8.3 hereof does not result in a Company Sale, then the Company shall make all required liquidating payment(s) to the Withdrawing Member 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 Member's Percentage Interest or the number of both (i) the Company's Net Profits Membership Units owned by such Member resulting from a purchase and sale or Net Losses for the year in which the withdrawal occurs through the date liquidation of the withdrawal (less any distributions of Net Cash Flow made Membership Units pursuant 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described aboveSection 8.5.

Withdrawal of a Member. A Member may withdraw, retire or resign from the Company at any time upon giving ninety (90) days prior written notice of such withdrawal to the remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of a Majority in Interest 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 "net asset value" of its aggregate Economic InterestInterest in each Series it owns, 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 Series' assets, net of the Company's debts, liabilities and obligationsobligations 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described above.

Withdrawal of a Member. A If a Member may withdrawTransfers 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, retire or resign from such Assignee will be admitted to the Company at 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 time upon giving ninety (90) days prior written notice distributions from and after the date of such withdrawal 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 remaining MembersCompany 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 absent if the approval 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 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' feesforfeiture, 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 will not 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 from and after 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described abovetime.

Withdrawal of a Member. A At any time after the Initial Term of this Agreement, any Member may withdraw, retire or resign withdraw from the Company at any time upon giving ninety (90) days prior written notice of such withdrawal Dakota 911 subject to the 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 AgreementArticle. 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, upon 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 a 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 to act. c. Withdrawal of a Member shall also constitute withdrawal of its representatives to the Board of Directors, the Executive Committee and the Operations Committee and subcommittees. d. The withdrawing Member shall forfeit any and all interest, right and title to Dakota 911 property and assets of any type whatsoever. e. The withdrawing Member shall be entitled to liable for all costs incurred by the fair market value of its Economic Interest, which amount shall be equal to the sum Dakota 911as a result of the withdrawing Member's Percentage Interest separation and withdrawal. This may include, but is not necessarily limited to, legal fees, court costs and interest-on late payment of both obligations. f. The withdrawing Member shall continue to be responsible for: 1. One hundred (i100%) percent of that Member’s pro rata share of the Company's Net Profits or Net Losses for operating costs of the year in which the withdrawal occurs through Dakota 911 that are incurred up to the date of withdrawal, and One hundred (100%) percent of that Member’s pro rata share of any capital debts, liabilities or obligations of the withdrawal (less any distributions of Net Cash Flow made Dakota 911 that were incurred prior to the withdrawing Member through the date of such providing notice of intent to withdraw and are due and payable before the effective date of 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. 2. For purposes of this determination, any contractual obligations it has separately entered into with 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described aboveDakota 911.

Withdrawal of a Member. A Any Member may withdraw, retire or resign shall have the right to withdraw from the Company at any time upon 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 giving ninety the Withdrawal Notice (90the "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 prior written 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 such withdrawal Member's Membership Interest Units to the remaining Members; provided, however, that absent Withdrawing Member for the approval of such withdrawal by Buyout Price. (c) If the affirmative vote or consent of a Majority in Interest of other Member does not send the remaining Members Withdrawing Member an Election Notice within such ninety (90) the 45 day notice period, the Withdrawing Member must purchase such a withdrawal shall be deemed a breach other Member's Membership Interest Units for the Buyout Price. (d) The sale of this LLC Agreement allowing the Company to recover from the withdrawing Member damages for such breach as reasonably determined Membership Interest Units by the remaining Members, including, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable or to the withdrawing Member. Subject to the remaining provisions of this LLC Agreement, upon the withdrawal of a Member, the withdrawing 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 will take place 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill principal office of the Company at a date and shall time specified in the Election Notice, which will be reduced not later than 30 days after the Election Notice is given (or, if no Election Notice is given, on a day specified by an amount equal 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 purchasing Member against payment of the Buyout Price. If the purchasing Member fails to make the required payment, the selling Member may, but will not be required to, purchase the purchasing Member's Membership Interest Units for the Buyout Price. A purchase by the selling Member will not affect any damages attributable claim the selling Member may have against the purchasing Member for failure to such breach as described abovefulfill the purchasing Member's contractual obligation to purchase the selling Member's Membership Interest Units for the Buyout Price.

Withdrawal of a Member. A (a) Except as otherwise expressly contemplated in this Agreement, without the consent of all the Members holding at least a Member may Majority (other than the Member seeking to withdraw), retire or resign a Member shall not have the right to withdraw from the Company at any time as a Member or terminate such Member’s Membership Interest. Notwithstanding the foregoing, a Member shall cease to be a Member upon giving ninety 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 (9010) days prior written notice of such withdrawal to the remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of and undismissed for sixty (60) days bankruptcy. (b) Upon 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 Memberpermitted withdrawal, 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) 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'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) be entitled to receive the value balance of such Member’s Capital Account as of the Company's assetswithdrawal date, net 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 the date of withdrawal. The amount payable to a withdrawing Member under this Section 9.3 may, as the Company shall determine, be subject to reserves for subsequent adjustments in the computation of the Company's debtswithdrawal amount and reserves for contingencies, including contingent liabilities relating to pending or anticipated litigation or to Internal Revenue Service examinations, and obligations; less any deficit balance to a reasonable charge to cover the cost of selling or liquidating assets in order to effect payment to the withdrawing Member's Capital Account, such consideration which the Company . Any amount held as a reserve 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then reduce the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company payable under this Section 9.3 and shall be reduced invested by an amount equal to the Company in a segregated interest-bearing account, and the unused portion of any damages attributable to such breach as described abovereserve shall be distributed with interest thereon after the Members shall have determined that the need therefore shall have ceased.

Withdrawal of a Member. (a) A Withdrawing Member may withdraw, retire 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 resign an Event of Withdrawal. (b) If a Member withdraws from the Company at any time upon giving ninety (90but the Company is continued pursuant to Section 8.01(c) days prior written notice of such withdrawal above, the Company shall have an option to purchase the 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 Withdrawing Member upon the terms and conditions below. The option of the Company shall be deemed a breach exercisable upon approval of this LLC Agreement allowing the Managers. The option of the Company to recover shall remain exercisable for a period of 45 days after the Company receives written notice from the withdrawing Withdrawing Member damages for such breach as reasonably determined by of the remaining MembersVoluntary Withdrawal or Event of Withdrawal. (c) If the Company fails to exercise its option within the 45-day period described above, includingthose 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. To exercise the option to purchase the Interest of the Withdrawing Member, without limitation, attorneys' fees, and offset such damages against the amounts otherwise distributable a Member shall deliver written notice to the withdrawing Withdrawing Member. Subject 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 remaining provisions 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 this LLC Agreement, upon the withdrawal Interest of a the Withdrawing Member, the withdrawing . This pro rata share of each Exercising Member shall be entitled to the fair market value of its Economic Interest, which amount shall be equal to the sum of quotient derived by dividing the withdrawing Member's Percentage Interest of both (i) the Company's Net Profits or Net Losses for applicable Exercising Member by the year total Percentage Interests of all non-Withdrawing Members; however, all Exercising Members may agree unanimously in which their election notice to purchase the withdrawal occurs through the date Interest of the withdrawal (less any distributions of Net Cash Flow made Withdrawing Member on a different basis. If the non-Withdrawing Members do not elect to the withdrawing Member through the date of such withdrawal); and (ii) the value purchase all of the Company's assets, net Interest of the Company's debtsWithdrawing Member, liabilities the Exercising Members shall have the option to purchase the remaining balance of the Interest of the Withdrawing Member, and obligations; less any deficit balance in the withdrawing each Exercising Member's Capital Account, such consideration which the Company shall pay in cash at the closing, which closing shall be within thirty (30) days portion of the date such remaining balance shall equal the quotient derived by dividing the Percentage Interest of the applicable Exercising Member (i.e., an Exercising Member that elects to purchase price is determined at such time and place as designated all or a portion of the remaining balance) by the Company. For purposes total Percentage Interest of this determinationall Exercising Members that elect to purchase the remaining balance, unless 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described aboveManagers otherwise unanimously agree.

Withdrawal of a Member. A If a Member may withdrawTransfers 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, retire or resign from such Assignee will be admitted to the Company at 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 time upon giving ninety (90) days prior written notice distributions from and after the date of such withdrawal 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 remaining MembersCompany 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(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 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 absent if the approval Assignor is the GGC Member, then the 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 BSMH Member, then the GGC Member must also approve a release from any obligations contemplated by this sentence in order to be effective. If a Management Holder (or Management Holdco, on behalf of such withdrawal Management Holder) forfeits all of his, her or its Units in the manner contemplated by the affirmative vote any applicable Award Agreement or consent of Section 4.03, and holds no other Interests, such Management Holder will cease to be a Majority in Interest Member of the remaining Members within Company or a member of Management Holdco, as applicable, as of the time of 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' feesforfeiture, 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 will not 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 from and after 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described abovetime.

Withdrawal of a Member. A Member may withdraw, retire or resign from the Company at any time upon giving ninety (90) days prior written notice of such withdrawal to the remaining Members; provided, however, that absent the approval of such withdrawal by the affirmative vote or consent of a Majority in Interest 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 such withdrawal is deemed to be a breach of this LLC Agreement as provided above, then the amount to which the withdrawing Member is entitled for its Economic Interest shall not include any amount attributable to the goodwill of the Company and shall be reduced by an amount equal to any damages attributable to such breach as described above.