Common use of Withdrawal from Agreement Clause in Contracts

Withdrawal from Agreement. On and after the first date on which the Principal Investors own less than 50% of the outstanding Interests held by all Principal Investors immediately prior to the Initial Public Offering, any Investor that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests (on behalf of itself and all of its Affiliates that hold Interests), may by written notice to the General Partner, Holdings and the Principal Investor Groups, (a) withdraw all Securities held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities withdrawn pursuant to this clause (a), the “Withdrawn Securities”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities shall cease to be Securities subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have been obligated if such Manager had not withdrawn.

Withdrawal from Agreement. On If the Company consummates a Qualified Public Offering, then on and after the first date on which the Principal Investors holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Interests held by all Principal Investors immediately prior to the Initial Public OfferingCommon Stock, any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares), may by written notice to the General Partner, Holdings Company and the Principal Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 Article V with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, howeverfurther, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to Shares into Class A-8 Common Stock at the same extent that effective time of such Manager would have been obligated if such Manager had not withdrawnwithdrawal.

Withdrawal from Agreement. On and after the first date on which the Principal Investors own Investor Groups own, directly and through their respective pro rata shares of Freescale Holdings’ ownership in the Corporation, less than 50% of the outstanding Interests held shares of Common Stock owned by all Principal Investors Investor Groups, directly and through their respective pro rata shares of Freescale Holdings’ ownership in the Corporation, immediately prior to the Initial Public Offering, any Investor owner of shares of Common Stock that, together with its Applicable Affiliates, holds owns, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Interestsown shares of Common Stock), may by written notice to the General Partner, Holdings board of directors of the Corporation and the Principal Investor Groups, to (ai) withdraw all Securities held shares of Common Stock owned, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, by such holder owner and all of its Affiliates from this Agreement and the Registration Rights Investors Agreement (Securities shares of Common Stock withdrawn pursuant to this clause (ai), the “Withdrawn Securities”) and (bii) terminate this Agreement with respect to such holder owner and its Affiliates (holders owners and Affiliates withdrawing pursuant to this clause (bii), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities shall cease to be Securities subject to this Agreement and the Registration Rights Investors Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Investors Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Investors Agreement or have rights under this Agreement or the Registration Rights Investors Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 of the Investors Agreement with respect to any Pending Underwritten Offering (as defined in the Investors Agreement) to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have been obligated if such Manager had not withdrawn.

Withdrawal from Agreement. On If the Company consummates an Initial Public Offering, then on and after the first date on which (x) the Principal Investors holders of Shares immediately prior to the Initial Public Offering own less than fifty (50% %) of the then outstanding Interests held by all Common Stock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public OfferingOffering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Televisa Closing (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares which together represent less than such one percent (1%)) (“Individual Sell-Down Percentage”), may by written notice to the General Partner, Holdings Company and the Principal PITV Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities Shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided, that any Shares held indirectly (through ownership of Units of XXXX0, XXXX0, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal PITV Investor Group, shall comply with, and cause the other members of such Principal PITV Investor Group to comply with, such Principal PITV Investor Group’s obligations under Article II, Section 7 10 of the GP Shareholders’ Agreement Company’s bylaws to cause the removal or resignation of any managers directors designated by such Principal PITV Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time The Company shall make best efforts to provide all Principal Investors have become Withdrawing Holders, then any Manager may by a written notice promptly following the first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to Holdings the Initial Public Offering own less than the Aggregate Sell-Down Percentage. Notwithstanding the foregoing but subject to the provisions of Section 3.3.3, (aI) withdraw all Securities held following the consummation of a Qualified Public Offering, Glade Brook Private Investors II LP (“Glade Brook”) shall be permitted to Transfer, substantially pro rata to its general and/or limited partners, up to that number of Shares that, combined with any sales by Glade Brook in any given measurement period for purposes of the Rule 144 group volume limit, Glade Brook would have been permitted to Transfer in such Manager from this applicable period pursuant to Section 4.3 of the Participation, Registration Rights and Coordination Agreement and the proviso in Section 4.1.1(a) of the Participation, Registration Rights and Coordination Agreement, and the Company shall be permitted to issue Shares to such general partner and/or and limited partners to the extent of such permitted Transfer (such Transferred Shares being referred to as the “Glade Brook Transferred Shares”), (II) issuance referred to in the foregoing clause (I) may be made without regard to the rights of participation set forth in Article 2 of the Participation, Registration Rights and Coordination Agreement and such Manager shall cease (III) notwithstanding anything else to be a party to this Agreement and the contrary set forth herein or in the Participation, Registration Rights Agreement and Coordination Agreement, following any such Glade Brook Transfer, the Glade Brook Transferred Shares shall no longer be subject applicable to the obligations provisions of this Agreement or the Participation, Registration Rights Agreement or have rights under and Coordination Agreement, including the limitations on Transfer thereunder. Any amendment to this Agreement Section 8.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Registration Rights Agreement; provided, however, that such Manager Individual Sell-Down Percentage) shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to require the same extent that such Manager would have been obligated if such Manager had not withdrawnconsent of the Majority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. On and after the first date on which (x) the Principal Investors holders of Shares immediately prior to the Initial Public Offering own less than fifty percent (50% %) of the then outstanding Interests held by all Common Stock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public OfferingOffering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Calculation Date (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares) (“Individual Sell-Down Percentage”), may by written notice to the General Partner, Holdings Company and the Principal PITV Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities Shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided that any Shares held indirectly (through ownership of Units of XXXX0, XXXX0, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Holders other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that any such Withdrawing Holders, if they are members of a Principal Investor Group, Holder shall comply with, and cause retain the other members of such Principal Investor Group indemnification rights pursuant to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 3.4 with respect to any Pending Underwritten Offering to the same extent matter that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw may be an indemnified liability thereunder, and (b) occurred prior to such withdrawal. The Company shall use its best efforts to provide all Securities held by such Manager from this Agreement and Holders a written notice promptly following the Registration Rights Agreement and such Manager shall cease first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to be a party the Initial Public Offering own less than the Aggregate Sell-Down Percentage. Any amendment to this Agreement and Section 7.3 adversely affecting the Registration Rights Agreement and shall no longer be subject to Bank Investors (including decreasing the obligations of this Agreement Aggregate Sell-Down Percentage or the Registration Rights Agreement or have rights under this Agreement or Individual Sell-Down Percentage) shall require the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to consent of the same extent that such Manager would have been obligated if such Manager had not withdrawnMajority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. On If the Corporation consummates a Qualified Public Offering, then on and after the first date on which the Principal Investors own less than 50% of the outstanding Interests shares of Common Stock held by all Principal Investors Investor Groups immediately prior to the Initial Qualified Public Offering, any Investor holder shares of Common Stock that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Interestsshares of Common Stock), may by written notice to the General Partner, Holdings board of directors of the Corporation and the Principal Investor Groups, to (a) withdraw all Securities shares of Common Stock held by such holder and all of its Affiliates from this Agreement and the Registration Rights Investors Agreement (Securities shares of Common Stock withdrawn pursuant to this clause (a), the “Withdrawn Securities”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities shall cease to be Securities subject to this Agreement and the Registration Rights Investors Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Investors Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Investors Agreement or have rights under this Agreement or the Registration Rights Investors Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 2.4 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 of the Investors Agreement with respect to any Pending Underwritten Offering (as defined in the Investors Agreement) to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have been obligated if such Manager had not withdrawn.

Withdrawal from Agreement. On and after the first date on which the Principal Investors own less than 50% of the outstanding Interests held by all Principal Investors immediately prior to At any time following the Initial Public Offering, any Investor holder of Vested Shares that, together with its Applicable Affiliates, holds less than one five percent (15%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares), may by written notice to the General Partner, Holdings Company and the Principal Investor GroupsInvestors, to (ai) withdraw all Securities Vested Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities shares withdrawn pursuant to this clause (a)i) and clause (i) of the proviso below, collectively, the “"Withdrawn Securities”Shares") and (bii) terminate this Agreement with respect to any of such holder and its Affiliates that do not own any Unvested Shares (holders and Affiliates withdrawing pursuant to this clause (b)ii) and clause (ii) of the proviso below, collectively, the “"Withdrawing Holders”"); provided, that the Designated Investor(s) designated by an Investor Group may elect, by written notice to the Company and the Investors, to (i) withdraw Vested Shares in an amount equal to no more than $7 million in Purchase Price Value from this Agreement and (ii) terminate this Agreement with respect to any such Designated Investor that does not own any other Shares. From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal constitute an Investor Group, shall comply with, and cause the other members of with such Principal Investor Group to comply with, such Principal Investor Group’s 's obligations under Section 7 4.5.6 of the GP Shareholders’ Agreement Company's certificate of incorporation to cause the removal or resignation of any managers directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, howeverfurther, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock or Class A-3 Common Stock, they shall be deemed to have elected to convert all such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to Shares into Class A-4 Common Stock at the same extent that effective time of such Manager would have been obligated if such Manager had not withdrawnwithdrawal.

Withdrawal from Agreement. On and after the first date on which the Principal Investors own and the Executive Stockholders hold Shares that in the aggregate represent less than 5033% or such greater percentage as a Requisite Capital IV Majority agrees in writing (the “Withdrawal Threshold”) of the outstanding Interests Shares held, in the aggregate, by Capital IV, Capital V and the Executive Stockholders immediately after the Closing (treating as Shares held by immediately after the Closing all Principal Investors immediately prior shares of Common Stock (and all Equivalent Shares underlying Convertible Securities) issued with respect to the Initial Public OfferingShares actually held as of such time pursuant to any subsequent stock split, stock dividend, combination, recapitalization or the like affecting any of such Shares), any Investor Stockholder that, together with its Applicable Affiliates, holds less than one percent (1%) % of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares), may by written notice to the General Partner, Holdings Company and the Principal Investor Sponsor Groups, to (a) withdraw all Securities Shares held by such holder Stockholder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities Shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder Stockholder and its Affiliates (holders Stockholders and their Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement Agreement, and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, provided that such a Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group Holder will continue to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering Transfer or other transaction, whether or not such Withdrawing Holder is a party thereto, with respect to which such Withdrawing Holder has obligations under this Agreement as of such date of delivery to the same extent that they such Withdrawing Holder would have been obligated with respect thereto if they such Withdrawing Holder had not withdrawnwithdrawn from this Agreement. If, at any time The Company shall use its best efforts to provide all Principal Investors have become Withdrawing Holders, then any Manager may by Stockholders with a written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and promptly following the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and first date on which the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have Withdrawal Threshold has been obligated if such Manager had not withdrawnreached.

Withdrawal from Agreement. On If the Company consummates an Initial Public Offering, then on and after the first date on which the Principal Investors own less than 50% holders of the outstanding Interests held by all Principal Investors Shares immediately prior to the Initial Public OfferingOffering own less than fifty (50%) of the then outstanding Common Stock (“Aggregate Sell Down Percentage”), any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares) (“Individual Sell Down Percentage”), may by written notice to the General Partner, Holdings Company and the Principal Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 4.5.6 of the GP Shareholders’ Agreement Company’s certificate of incorporation to cause the removal or resignation of any managers directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time The Company shall make best efforts to provide all Principal Investors have become Withdrawing Holders, then any Manager may by a written notice promptly following the first date on which the holders of Shares immediately prior to Holdings the Initial Public Offering own less than fifty (a50%) withdraw all Securities held by such Manager from this Agreement and of the Registration Rights Agreement and such Manager shall cease to be a party then outstanding Common Stock. Any amendment to this Agreement and Section 8.3 adversely affecting the Registration Rights Agreement and shall no longer be subject to Bank Investors (including, without limitation, decreasing the obligations of this Agreement Aggregate Sell Down Percentage or the Registration Rights Agreement or have rights under this Agreement or Individual Sell Down Percentage) shall require the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to consent of the same extent that such Manager would have been obligated if such Manager had not withdrawnMajority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. On If the Company consummates an Initial Public Offering, then on and after the first date on which (x) the Principal Investors holders of Shares immediately prior to the Initial Public Offering own less than fifty (50% %) of the then outstanding Interests held by all Common Stock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public OfferingOffering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1) immediately following the Televisa Closing (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares which together represent less than such one percent (1%)) (“Individual Sell-Down Percentage”), may by written notice to the General Partner, Holdings Company and the Principal PITV Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities Shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided, that any Shares held indirectly (through ownership of Units of BMPS1 or BMPS2) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal PITV Investor Group, shall comply with, and cause the other members of such Principal PITV Investor Group to comply with, such Principal PITV Investor Group’s obligations under Article II, Section 7 10 of the GP Shareholders’ Agreement Company’s bylaws to cause the removal or resignation of any managers directors designated by such Principal PITV Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time The Company shall make best efforts to provide all Principal Investors have become Withdrawing Holders, then any Manager may by a written notice promptly following the first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party Initial Public Offering own less than the Aggregate Sell-Down Percentage. Any amendment to this Agreement and Section 8.3 adversely affecting the Registration Rights Agreement and shall no longer be subject to Bank Investors (including decreasing the obligations of this Agreement Aggregate Sell-Down Percentage or the Registration Rights Agreement or have rights under this Agreement or Individual Sell-Down Percentage) shall require the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to consent of the same extent that such Manager would have been obligated if such Manager had not withdrawnMajority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. On If the Company consummates a Qualified Public Offering, then on and after the first date on which the Principal Investors holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Interests held by all Principal Investors immediately prior to the Initial Public OfferingCommon Stock, any Investor holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares), may by written notice to the General Partner, Holdings Company and the Principal Investor Groups, to (a) withdraw all Securities Shares held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities shares withdrawn pursuant to this clause (a), the “Withdrawn SecuritiesShares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 4.5.6 of the GP Shareholders’ Agreement Company’s certificate of incorporation to cause the removal or resignation of any managers directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, howeverfurther, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to Shares into Class A-8 Common Stock at the same extent that effective time of such Manager would have been obligated if such Manager had not withdrawnwithdrawal.

Withdrawal from Agreement. On and after the first date on which the Principal Investors own and the Executive Stockholders hold Shares that in the aggregate represent less than 5033% or such greater percentage as a Requisite Capital IV Majority agrees in writing (the “ Withdrawal Threshold ”) of the outstanding Interests Shares held, in the aggregate, by Capital IV, Capital V and the Executive Stockholders immediately after the Closing (treating as Shares held by immediately after the Closing all Principal Investors immediately prior shares of Common Stock (and all Equivalent Shares underlying Convertible Securities) issued with respect to the Initial Public OfferingShares actually held as of such time pursuant to any subsequent stock split, stock dividend, combination, recapitalization or the like affecting any of such Shares), any Investor Stockholder that, together with its Applicable Affiliates, holds less than one percent (1%) % of the then outstanding Interests shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold InterestsShares), may by written notice to the General Partner, Holdings Company and the Principal Investor Sponsor Groups, to (a) withdraw all Securities Shares held by such holder Stockholder and all of its Affiliates from this Agreement and the Registration Rights Agreement (Securities Shares withdrawn pursuant to this clause (a), the ““ Withdrawn SecuritiesShares ”) and (b) terminate this Agreement with respect to such holder Stockholder and its Affiliates (holders Stockholders and their Affiliates withdrawing pursuant to this clause (b), the ““ Withdrawing HoldersHolders ”). From the date of delivery of such withdrawal notice, the Withdrawn Securities Shares shall cease to be Securities Shares subject to this Agreement Agreement, and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, provided that such a Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group Holder will continue to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering Transfer or other transaction, whether or not such Withdrawing Holder is a party thereto, with respect to which such Withdrawing Holder has obligations under this Agreement as of such date of delivery to the same extent that they such Withdrawing Holder would have been obligated with respect thereto if they such Withdrawing Holder had not withdrawnwithdrawn from this Agreement. If, at any time The Company shall use its best efforts to provide all Principal Investors have become Withdrawing Holders, then any Manager may by Stockholders with a written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and promptly following the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and first date on which the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have Withdrawal Threshold has been obligated if such Manager had not withdrawnreached.