Common use of Withdrawal or Removal of Members Clause in Contracts

Withdrawal or Removal of Members. A. No Class A Member shall have any right to withdraw from the Company as a Member without the prior consent of the Board of Managers. B. At any time after the date that is 90 days following the date on which all Receivables-Backed Notes have been paid in full, the Class B Member may withdraw as a Member by delivery of written notice to the Company, effective immediately upon delivery of such written notice. At any time prior to such date, the Class B Member may only withdraw upon the first to occur of (i) 90 days after the date on which written notice of its withdrawal is delivered to the Company and all Noteholders or (ii) the admission of a substitute Class B Member selected by the Board of Managers with the consent of all Noteholders (such consent not to be unreasonably withheld, conditioned or delayed). Upon the withdrawal of the Class B Member hereunder, the Class B Member shall, except for the indemnification provisions of Section 4.5 hereof, have no further rights under this Agreement. C. At any time after the date that is 60 days following the date on which all Receivables-Backed Notes have been paid in full, the Board of Managers may remove the Class B Member as a member of the Company by delivery of written notice thereof to the Class B Member. Upon the sending of such notice, the Class B Member shall automatically and without the requirement of any further action by the Company or any other Member, be deemed to have withdrawn from the Company as a Member and, except for the indemnification provisions of Section 4.5 hereof, shall have no further rights under this Agreement.

Withdrawal or Removal of Members. A. No Class A Member shall have any right to withdraw from the Company as a Member without the prior consent of the Board of Managers. B. At any time after the date that is 90 days following the date on which all Receivables-Backed Notes have been paid redeemed in full and all Note Insurer Obligations (as such term is defined in the Indenture) have been satisfied in full, the Class B Member may withdraw as a Member by delivery of written notice to the Company, effective immediately upon delivery of such written notice. At any time prior to such date, the Class B Member may only withdraw upon the first to occur of (i) 90 days after the date on which written notice of its withdrawal is delivered to the Company and the Note Insurer and all Noteholders or (ii) the admission of a substitute Class B Member selected by the Board of Managers with the consent of the Note Insurer and all Noteholders (such consent not to be unreasonably withheld, conditioned or delayed). Upon the withdrawal of the Class B Member hereunder, the Class B Member shall, except for the indemnification provisions of Section 4.5 hereof, have no further rights under this Agreement. C. At any time after the date that is 60 days following the date on which all Receivables-Backed Notes have been paid redeemed in full and all Note Insurer Obligations (as such term is defined in the Indenture) have been satisfied in full, the Board of Managers may remove the Class B Member as a member of the Company by delivery of written notice thereof to the Class B Member. Upon the sending of such notice, the Class B Member shall automatically and without the requirement of any further action by the Company or any other Member, be deemed to have withdrawn from the Company as a Member and, except for the indemnification provisions of Section 4.5 hereof, shall have no further rights under this Agreement.

Withdrawal or Removal of Members. A. No Class A Member shall have any right to withdraw from the Company as a Member without the prior consent of the Board of Managers. B. At any time after the date that is 90 100 days following the date on which all Receivables-Backed Notes Term Loans have been paid in full, the Class B Member may withdraw as a Member by delivery of written notice to the Company, effective immediately upon delivery of such written notice. At any time prior to such date, the Class B Member may only withdraw upon the first to occur of (i) 90 days after the date on which written notice of its withdrawal is delivered to the Company and all Noteholders the Lenders (as defined in the Bridge Loan Agreement) or (ii) the admission of a substitute Class B Member selected by the Board of Managers with the consent of all Noteholders the Majority Lenders (such consent not to be unreasonably withheld, conditioned or delayed). Upon the withdrawal of the Class B Member hereunder, the Class B Member shall, except for the indemnification provisions of Section 4.5 hereof, have no further rights under this Agreement. C. At any time after the date that is 60 100 days following the date on which all Receivables-Backed Notes Term Loans have been paid in full, the Board of Managers may remove the Class B Member as a member of the Company by delivery of written notice thereof to the Class B Member. Upon the sending of such notice, the Class B Member shall automatically and without the requirement of any further action by the Company or any other Member, be deemed to have withdrawn from the Company as a Member and, except for the indemnification provisions of Section 4.5 hereof, shall have no further rights under this Agreement.

Withdrawal or Removal of Members. A. No Class A 8.1 Any Member shall have any right to may withdraw from the Company as a Member without the prior consent of the Board of Managers. B. At Consortium at any time after the date that is 90 days following the date on which all Receivables-Backed Notes have been paid in full, the Class B Member may withdraw as a Member by delivery of providing written notice to the CompanySecretary, which withdrawal shall be effective immediately upon delivery of such written notice. At . 8.2 The Steering Committee may initiate the termination of any time prior Member from the Consortium in accordance with the Voting Rules in the event that such Member: (a) has failed to such date, the Class B Member may only withdraw upon the first to occur of pay its Membership Fee within sixty (i60) 90 days after the date on which Secretary has provided written notice of delinquency to such Member; or (b) becomes bankrupt or insolvent or no longer carries on the ordinary course of business; or (c) has materially breached its withdrawal is delivered obligations hereunder and failed to the Company and all Noteholders or cure such breach within thirty (ii30) the admission of a substitute Class B Member selected by the Board of Managers with the consent of all Noteholders (such consent not to be unreasonably withheld, conditioned or delayed). Upon the withdrawal of the Class B Member hereunder, the Class B Member shall, except for the indemnification provisions of Section 4.5 hereof, have no further rights under this Agreement. C. At any time days after the date that is 60 days following the date on which all Receivables-Backed Notes have been paid in full, the Board of Managers may remove the Class B Member as a member of the Company by delivery of Secretary has provided written notice thereof to the Class B such Member. . 8.3 Upon the sending withdrawal or termination of a Member in accordance with this Adopter Agreement (such Member, a “Former Member”), all rights and obligations of such noticeFormer Member under this Adopter Agreement shall cease, the Class B except that: (a) any right or obligation (including without limitation Sections 9, 16, 17 and 18) of such Former Member shall automatically remain in full force and without effect and survive the requirement withdrawal or termination of such Former Member to the extent such right or obligation accrued before the effective date of such Former Member’s withdrawal or termination. For the avoidance of doubt, a Former Member may continue to use reproduce, distribute and otherwise make available any Specification to the extent it had a right to do so prior to the effective date of its withdrawal or termination; and (b) notwithstanding anything to the contrary in Section 8.3(a), a Former Member’s obligation to grant licenses and covenants not to xxx as provided in Section 9 shall remain in full force and effect solely with respect to: (i) any Specification(s) that the Steering Committee approved prior to the effective date of such Former Member’s withdrawal or termination; and (ii) any Contribution(s) to any Specification(s) or draft Specification(s) made by such Former Member prior to the effective date of such Former Member’s withdrawal or termination. In addition to the restrictions in Section 8.3(b)(i) and (b)(ii), such Former Member’s obligation to grant licenses and covenants not to xxx shall solely extend to: (x) all then-existing and new Members under this Adopter Agreement, including Entities who became Members after such Former Member’s effective date of withdrawal or termination; and (y) all other Former Members, but only with respect to any Specifications that were adopted by the Consortium or approved by the Steering Committee prior to such other Former Members’ withdrawal or termination. Except as otherwise provided in this Section 8.3, a Former Member shall not be obligated to grant a license or covenant not to xxx to any Person under any Essential IPR with respect to any Specification adopted by the Consortium after the effective date of such Former Member’s withdrawal or removal from the Consortium. 8.4 A Member that has withdrawn or has been removed from the Consortium shall not be entitled to repayment of any further action by costs or expenses (including, without limitation, any refund of its Membership Fees) incurred in connection with the Company fulfillment of its commitments, obligations or any other Member, be deemed rights in relation to have withdrawn from the Company as a Member and, except for the indemnification provisions of Section 4.5 hereof, shall have no further rights under this Adopter Agreement.