Common use of Board Composition Clause in Contracts

Board Composition. To the extent allowed by the national securities exchange on which FFN’s securities are listed, if applicable, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed by the national securities exchange on which FFN’s securities are listed, if applicable, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed by the national securities exchange So long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Post, on which FFN’s securities are listedbehalf of such Holders and their respective Affiliates, if as applicable, FFN shall take reasonable steps to cause (i) shall have the right to be nominated designate one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall either be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring an investment professional employed by or (B) upon the consummation of associated in a Qualified Initial Public Offering, consulting or similar capacity with Post or an individual otherwise reasonably acceptable to FFN’s Nominating Committee the majority in interest of the Board of Directors and subject to compliance with the applicable national securities exchange regulations Majority Equity Sponsor (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer, which observer shall either be an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the majority in interest of the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterquarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer (and every committee thereof). If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurersinsurers with coverage customary for companies similarly situated to the Issuer. FFN shall pay to If the Board Designee is not an employee of Post, the Issuer shall pay him or her the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeIssuer.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To So long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, capital stock (in the extent allowed by form of preferred stock or common stock) of the national securities exchange Issuer or warrants to acquire capital of the Issuer, Post, on which FFN’s securities are listedbehalf of such Holders and their respective Affiliates, if as applicable, FFN shall take reasonable steps to cause (i) shall have the right to be nominated designate one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall either be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring an investment professional employed by or (B) upon the consummation of associated in a Qualified Initial Public Offering, consulting or similar capacity with Post or an individual otherwise reasonably acceptable to FFN’s Nominating Committee the majority in interest of the Board of Directors and subject to compliance with the applicable national securities exchange regulations Majority Equity Sponsor (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer, which observer shall either be an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the majority in interest of the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterquarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer (and every committee thereof). If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurersinsurers with coverage customary for companies similarly situated to the Issuer. FFN shall pay to If the Board Designee is not an employee of Post, the Issuer shall pay him or her the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeIssuer.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To (a) The Investor Designees to be appointed as of the extent allowed by Effective Date and upon receipt of FCC Approval will consist of the national securities exchange individuals set forth on which FFN’s securities are listedExhibit A hereto; provided, that if any such individual is unwilling or unable to serve as an Investor Designee at such time, the Investor may replace such person between the date hereof and the Effective Date or the date of FCC Approval, as applicable, FFN shall take reasonable steps with any other person that is permitted to cause be an Investor Designee pursuant to this Section 2(a). After the Effective Date, (i) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 10%, the Investor shall be entitled to be nominated nominate one designee of the Required Holders (1) Investor Designee to the Board (provided, that after the receipt of Directors of FFN (and every committee thereofFCC Approval, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN for so long as no Event of Default has occurred and the Investor’s As-Converted Common Stock Ownership Percentage is occurring or at least 20%, the Investor shall be entitled to nominate two (B2) upon Investor Designees to the consummation of a Qualified Initial Public OfferingBoard), reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 5%, the Investor shall be entitled to appoint one designee of (1) additional Investor Designee as an Investor Board Observer to the Required Holders to Board. The Investor Board Observer shall be permitted to attend all attend, strictly as an observer, meetings of the Board and material information delivered to the Board shall be delivered to the Investor Board Observer at substantially the same time as delivered to other non-executive directors; provided, however, that the Company shall have the right to withhold any information and to exclude the Investor Board Observer from all or any portion of Directors any meeting of FFN (and every the Board, or any committee thereof, except as if access to such information or attendance at such meeting or portion of a meeting could reasonably be expected to (i) materially jeopardize the attorney-client privilege or work product protection or (ii) violate any applicable law. The Investor Board Observer shall not have any voting rights with respect to any matters considered or determined by the Board or any committee thereof. Any action taken by the Board at any meeting will not be invalidated by the absence of the Investor Board Observer at such meeting. The Company shall, at any annual or special meeting of stockholders of the Company or action by written consent at which directors are to be elected, subject to the fulfillment of the requirements set forth in this paragraphSection 2(b), nominate the Investor Designees (other than any Investor Board Observers) for election to the Board and use all reasonable efforts to cause such Investor Designees to be elected as an observer directors. In connection therewith, the Board shall recommend that the holders of the Common Stock vote in favor of such Investor Designees and shall support such Investor Designees in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. (b) Any Investor Designee shall be subject to the Company’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines, in each case as in effect and generally applicable to all Board members from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which stockholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Board ObserverNominee Disclosure Information”). The Board of Directors of FFN will meet at least one ; provided, further that in the event the Investor fails to provide any such notice, the Investor Designees shall be the persons then serving as the Investor Designees as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (1c) time per Fiscal Quarter. If In the event that there is a vacancy in any Investor Designee’s seat on the Board, whether due to death, disability, resignation, failure to be elected, removal or any other cause, the Board will promptly elect to the Board a director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2(a), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee has been designatedfor all purposes under this Agreement. (d) So long as the Investor is exercising its right to have an Investor Designee to the Board, he the Investor shall, and shall (to the extent necessary to comply with this Section 2(d)) cause its affiliates that hold shares of Common Stock, at each meeting of the stockholders of the Company and at every postponement or she will be adjournment thereof, to vote, withhold or abstain with respect to all of the shares of Common Stock beneficially owned by such Investor and entitled to receive copies vote at such meeting of all materials distributed stockholders with respect to the election of any director nominee that is not an Investor Designee in the same proportion as the stockholders of the Company other than the Investor vote, withhold or abstain with respect to each such director nominee; provided, that such director nominee complies with the requirements applicable to Investor Designees set forth in Section 2(e) below, mutatis mutandis. In furtherance of the foregoing, Investor shall, and shall (to the extent necessary to comply with this Section 2(d)) cause its affiliates that hold shares of Common Stock to, be present, in person or by proxy, at all meetings of the Board stockholders of Directors the Company so that all shares of FFN. If Common Stock beneficially owned by the Investor and entitled to vote at such meeting of stockholders may be counted for the purposes of determining the presence of a quorum and voted in accordance with this Section 2(d) at such meetings (including at any adjournments or postponements thereof). (e) The Company’s obligations to have any Investor Designee appointed to the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed nominate and recommend any Investor Designee for election as a director at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFNCompany’s outside counsel and, among other things, will stockholders pursuant to this Section 2 shall be subject to the same confidentiality such Investor Designee’s satisfaction of all requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity regarding service as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ Company under applicable Law and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services stock exchange rules regarding service as a director of FFN the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company. The Investor Parties will cause any Investor Designee to be nominated for election to the Board to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the compensationBoard may reasonably request to determine such Investor Designee’s eligibility and qualification to serve as a director of the Company, if any, paid in each case consistent with the requirements with respect to non-employee all directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeCompany.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed by the national securities exchange on which FFN’s securities are listed, if applicable, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” (ru) Section 7.01(w) of the SSA SPA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed If requested by the national securities exchange on which FFN’s securities are listedPurchaser Designee, if applicable, FFN shall take reasonable steps the Company agrees to cause (i) appoint from time to be time persons nominated one designee by the Purchaser Designee at the direction of the Required Holders Purchasers (collectively, the “Board Designees”) to the Board of Directors and agrees to cause to be created vacancies for such purpose so that the number of FFN (and every committee thereof, except Board Designees sitting on the Board of Directors as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event a percentage of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee all members of the Board of Directors and subject following such appointment shall be proportional to compliance the total aggregate percentage of the Company’s outstanding Common Stock owned by the Purchasers (not including the Underlying Shares), with the applicable national securities exchange regulations (number of Board Designees rounded up or down to the “nearest whole number; provided, however, that no such appointments shall be required unless each such Board Designee”) Designee shall be qualified and (ii) one designee of the Required Holders suitable to be permitted to attend all meetings serve as a member of the Board of Directors under all applicable legal, regulatory and stock market requirements; and provided, further, that no such appointments shall be required if the Purchasers cease to own 10% or more in the aggregate of FFN the outstanding Common Stock of the Company (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”assuming issuance of all Underlying Shares). The For purposes of illustration only, if the Purchasers hold an aggregate of 19.99% of the Company’s common stock (not including the Underlying Shares) and, prior to the appointment pursuant to this Section 4.15, the Company’s Board of Directors is comprised of FFN will meet at least five (5) directors, then the size of Board of Directors would be increased by one (1) time per Fiscal Quarter. If member and the Board Designee has been designated, he or she will Purchasers would be entitled to receive copies of all materials distributed at all meetings of appoint one (1) Board Designee to fill the resulting vacancy. As soon as reasonably practicable, the Company agrees to appoint L▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as the initial Board Designee, and agrees to cause to be created a vacancy for such purpose (it being acknowledged and agreed by the Company that L▇▇▇ ▇▇▇▇▇▇▇▇▇▇ satisfies the requirements for being appointed to the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphDirectors). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, The Company agrees to use reasonable best efforts to maintain director’s and may be limited from receiving any board materials, upon the advice of FFNofficer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less equal to or greater than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFNCompany’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committeeexisting insurance.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed not prohibited by the national securities exchange on which FFN’s securities are listed, if applicable, and upon the written request of the Required Holders, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and shall be subject to compliance with the applicable national securities exchange regulations and, so long as no Event of Default has occurred and is continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee of the Board of Directors (the each a “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)) as an observer (the “Board Observer”). To the extent the Board of Directors of FFN has more than ten members, the Required Holders shall be entitled to one additional Board Designee who shall, so long as no Event of Default has occurred and is continuing, not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee. The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the a Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the each Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the no Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows:

Board Composition. To the extent allowed not prohibited by the national securities exchange on which FFN’s securities are listed, if applicable, upon the occurrence of an Event of Default, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be ) (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of each a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”); provided, that, if, at the time of the occurrence of such Event of Default, the Consolidated Leverage Ratio of FFN and its Subsidiaries is equal to or greater than 5.00:1.00 for the immediately preceding four Fiscal Quarters, then, until all Obligations are repaid in full (or such earlier date as otherwise agreed to in writing by the Required Holders), the Required Holders shall be entitled to one additional Board Designee. The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the a Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the each Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” (r) Section 7.01(w) of the SSA is hereby amended in its entirety to read as follows: