Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under [subsection 2.1.1] shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this [subsection 2.2.3].

In-Service Withdrawal. A Participant may request an immediate withdrawal of all or a portion of the Deferral Amounts credited to a Participant’s Grandfathered Account prior to the date described in [subparagraph 5(c)(i)] or prior to the date such portion of the Grandfathered Account has been completely withdrawn, provided that such a request and withdrawal shall be subject to the approval of the Corporation and such penalties, restrictions or conditions as may be established by the Corporation from time to time. The penalty shall be a percentage of the amount requested to be withdrawn, calculated as the difference between # 6%, and # 50% of the amount, if any, by which 10% exceeds the interest rate on 10-year U.S. Treasury Bonds on the first business day of the calendar quarter during which the withdrawal request is made.

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to # return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right) # rescind the exercise of the Warrant within two (2) Trading Days of delivery of the Warrant Shares related to such exercise.

Representation, Withdrawal and Continuation. The parties to this Agreement acknowledge that [[Organization B:Organization]] Allen Higgins & Tongue LLP (“DCA”) currently serves as counsel to both # the Company on the one hand, and # the Representative and/or certain of the Sellers on the other hand, in each case including in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. There may come a time, including after the consummation of the transactions contemplated by this Agreement, when the interests of the Representative and/or Sellers on the one hand, and the Company on the other hand, may no longer be aligned or when, for any reason, the Representative, DCA and/or the Company believes that DCA cannot any longer, or should no longer, represent both the Representative and/or the Sellers on the one hand and the Company on the other. The parties understand and specifically agree that DCA may withdraw from representing the Company and continue to represent the Representative and/or the Sellers even if the interests of the Representative and/or the Sellers on the one hand and the interests of the Company on the other hand are or may be adverse, including and in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement and even though DCA may have represented the Company in a manner substantially related to such dispute, and Purchaser and the Company hereby consent to and waive any conflict of interest arising therefrom.

for such complete withdrawal from such Multiemployer Plan (within the meaning of [Section 4203] of ERISA), when aggregated with such potential liability for such complete withdrawal from all such Multiemployer Plans with respect to which a complete withdrawal is reasonably expected to occur, could not reasonably be expected to have a Material Adverse Effect;

A withdrawal, voluntary or involuntary, shall not, in and of itself, relieve a former Member of its obligations # to make any additional Capital Contributions approved prior to such Member’s voluntary or involuntary withdrawal; or # to fulfill such Member’s contractual obligations to the Company incurred or arising prior to such Member’s voluntary or involuntary withdrawal.

the Company or any member of a Controlled Group receives a notice of liability or demand for payment on account of complete withdrawal under [Section 4203] of ERISA, partial withdrawal under [Section 4205] of ERISA or on account of becoming secondarily liable for withdrawal liability payments under [Section 4204] of ERISA (sale of assets); or

Multiple Employer Plan, where any such withdrawal is likely to result in a Withdrawal Liability or other liability of the Borrowers or any member of the ERISA Group;