Common use of Board Designation Rights Clause in Contracts

Board Designation Rights. Following the Effective Date, TCW shall have the right to designate one individual (such individual, the “TCW Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon the execution of this Agreement, the following rights and obligations shall apply: (a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action necessary to increase the size of the Board to nine (9) members and the number of authorized Class III directors to three (3) members. (b) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director to be appointed as a director to the Board and to fill the vacancy on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at the 2027 annual meeting of stockholders. (c) The Company shall nominate the TCW Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each subsequent meeting of the stockholders of the Company held to consider a vote on the election of the class of directors of which the TCW Director is a member. (d) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW Director to the same extent it does for all other Company directors and (iv) otherwise supporting the TCW Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (e) If at any time a vacancy occurs on the Board with respect to the directorship of the TCW Director (by reason of such director’s death, disability, resignation or removal), TCW shall have the right to designate a replacement TCW Director for appointment to fill such vacancy. The TCW Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating and Corporate Governance Committee of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Shares are listed for trading, regarding service as a director of the Company, the Company shall notify TCW and TCW shall withdraw its Board Designation Notice (or, if the TCW Director has already been appointed, cause such director to resign), and TCW shall have the right to designate a different TCW Director. (g) The Company shall take or cause to be taken all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions of this Agreement. (h) In the event any law, rule or regulation comes into force or effect (including by amendment) which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein.

Board Designation Rights. Following the Effective Date, TCW Holder shall have the right to designate one individual (such individual, the “TCW AG Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon delivery of the execution of this AgreementBoard Designation Notice, the following rights and obligations shall apply: (a) Prior to the first meeting Within 10 calendar days after delivery of the Board scheduled to occur after the date of this AgreementDesignation Notice, the Company shall take or have taken all corporate and other action necessary to increase the size of the Board to nine (9) members and the number of authorized Class III directors to three (3) 5 members. (b) Prior to the first meeting Within 10 calendar days after delivery of the Board scheduled to occur after the date of this AgreementDesignation Notice, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW AG Director to be appointed as a director to the Board and to fill the one vacancy on the Board. The TCW AG Director shall be designated as a Class III director, with a term expiring member of the class of directors up for election at the 2027 next annual meeting of Company stockholders. The AG Director shall not be required to qualify as Independent. (c) The Company shall nominate the TCW AG Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each subsequent meeting of the stockholders of the Company held to consider a vote on the election of the class of directors of which the TCW AG Director is a member, and shall not take any action to interfere with the election or re-election of the AG Director. If at any time a vacancy occurs on the Board with respect to the directorship of the AG Director (by reason of such director’s death, disability, resignation, removal or otherwise), the Company shall cause a replacement AG Director designated by Holder to be appointed to fill such vacancy. The AG Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, Holder shall have the right at any time to remove (with or without cause) the AG Director. (d) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking undertake efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW AG Director to the same extent it does for all other Company directors and (iv) otherwise supporting the TCW Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)directors. (e) If at any time a vacancy occurs on the Board with respect to the directorship of the TCW Director (by reason of such director’s death, disability, resignation or removal), TCW shall have the right to designate a replacement TCW Director for appointment to fill such vacancy. The TCW Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating and Corporate Governance Committee of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Shares are listed for trading, regarding service as a director of the Company, the Company shall notify TCW and TCW shall withdraw its Board Designation Notice (or, if the TCW Director has already been appointed, cause such director to resign), and TCW shall have the right to designate a different TCW Director. (g) The Company shall take or cause to be taken all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions of this Agreement. (f) So long as Holder has the right to designate the AG Director hereunder, and the AG Director is then-serving on the Board, unless Holder otherwise agrees, the AG Director shall have the right to be appointed to each committee of the Board, except as otherwise required by applicable law or Stock Exchange Rules and except for the Company’s Audit Committee or any committee evaluating a related party transaction with respect to which Holder or any of its Affiliates have a conflict of interest with other Company shareholders. (g) Within 10 calendar days after delivery of the Board Designation Notice, the Company shall enter into and shall at all times maintain in effect an indemnification agreement with the AG Director in form and substance reasonably acceptable to Holder. (h) In the event any law, rule or regulation comes into force or effect (including by amendment) which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein. (i) The Company shall reimburse the AG Director for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with the AG Director’s attendance and participation at meetings of the Board or any committee or subcommittee thereof. (j) For so long as the AG Director is serving on the Board, (i) any share ownership requirement for the AG Director serving on the Board will be deemed satisfied by the securities owned by Holder and its Affiliates and (ii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board and adopted by the Company restrict the number of boards of directors of other companies on which the AG Director may serve, and, in the case of each of (i) and (ii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 2.01(j) shall not apply to the extent inconsistent with this Section 2.01(j).

Board Designation Rights. Following So long as Sponsor owns in the Effective Dateaggregate more than fifty percent (50%) of the outstanding Shares it held as of the Closing (subject to appropriate adjustment in the event of any stock dividend, TCW stock split, combination or other similar recapitalization with respect to Common Stock), Sponsor shall have the right be entitled to designate one individual (such individual, the “TCW Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon the execution of this Agreement, the following rights and obligations shall apply: (a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take be required to appoint and/or nominate for election at any annual or have taken all corporate and other action necessary to increase the size of the Board to nine (9) members and the number of authorized Class III directors to three (3) members. (b) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director to be appointed as a director to the Board and to fill the vacancy on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at the 2027 annual meeting of stockholders. (c) The Company shall nominate the TCW Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each subsequent special meeting of the stockholders of the Company held to consider a vote on the election of the class of directors of which the TCW Director is a member. (dor action by written consent) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW Director to the same extent it does for all other Company directors Board of Directors) one (1) individual to the Board of Directors (such individual, the “Designated Director”), who shall initially be [ ] (the “Initial Designated Director”), effective as of immediately following the First Effective Time. If the Initial Designated Director is unable or unwilling to serve at the Closing, Sponsor shall promptly designate a replacement director and (iv) otherwise supporting the TCW Director for election in a manner no less rigorous and favorable than the manner in which provide any relevant information about such appointee as the Company supports its other nominees may reasonably request. The Designated Director shall remain in the aggregate). (e) If office as a director until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A Designated Director may be removed at any time (i) with or without cause upon the written request of Sponsor or (ii) pursuant to the Organizational Documents, for cause and by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. In the event that a vacancy occurs is created on the Board with respect of Directors at any time due to the directorship of the TCW Director (by reason of such director’s death, disability, resignation retirement, resignation, or removal)removal of a Designated Director, TCW then Sponsor shall have the right to designate a replacement TCW Director for appointment an individual to fill such vacancy and the Company shall promptly appoint such person to fill such vacancy, and in any event, within no later than three (3) days of Sponsor’s designation, and such person shall thereafter be deemed the Designated Director under this Agreement. The TCW During the period a Designated Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating and Corporate Governance Committee of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Shares are listed for trading, regarding service as a director of the CompanyBoard of Directors, the Company shall notify TCW shall, at its own expense, provide to such Designated Director the same benefits as any other non-employee director of the Board of Directors, including reimbursement of expenses under any applicable director and TCW shall withdraw its officer indemnification or insurance policy maintained by the Company. If a member of the Board Designation Notice of Directors of the Company includes a director who (orx) does not qualify as an “independent director”, if (y) is not an employee of the TCW Director has already been appointed, cause such director to resignCompany and (z) is Affiliated with a Stockholder (“Non-Affiliated Director”), and TCW shall have such Non-Affiliated Director receives any cash or non-cash compensation for his or her director services, then the Designated Director, whether or not he or she qualifies as a Non-Affiliated Director, will be entitled to the same cash and non-cash compensation for director services. Each Stockholder further agrees that all securities of the Company that may vote in the election of directors to the Board of Directors that such Stockholder holds, purchases, acquires the right to designate a different TCW Director. vote or otherwise acquires beneficial ownership of (gincluding by the exercise or conversion of any security exercisable or convertible for Company Interests) The Company after the execution of this Agreement shall take or cause be subject to be taken the terms of this Agreement and shall constitute Shares for all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions purposes of this Agreement. (h) In the event any law, rule or regulation comes into force or effect (including by amendment) which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein.

Board Designation Rights. Following (a) From and after the Effective DateClosing and so long as Shareholder (together with its Affiliates) holds at least seven percent (7%) of the Voting Securities, TCW Shareholder shall have the right to designate one individual director to the Board, who shall, unless otherwise consented to in writing by Company, at all times be a current executive officer or current employee of Shareholder (such individualexcept for any current executive officer or current employee of Shareholder as of the date hereof who subsequently resigns from or otherwise leaves his or her position or employment with Shareholder), to be nominated by Company to serve as a member of the Board (the “TCW Shareholder Nominated Director”) to be appointed and Company shall nominate such designee as a member of the Board. In the event that Shareholder and its Affiliates shall hold less than seven percent (7%) of the Voting Securities, any director of the Board who was theretofore designated by Shareholder (or its Affiliate) and elected or appointed to the Board by delivery of written notice pursuant to Section 5.1(b) shall promptly offer to resign from the Board, effective immediately. (b) Company shall, to the Company (extent permitted by applicable Laws and the “Board Designation Notice”). Upon the execution articles of this Agreementassociation of Company, the following rights and obligations shall apply: (a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action necessary to increase cause the individuals so designated by Shareholder (or its Affiliate, as applicable) to be elected or appointed to the Board, including (at the election of Company) either by increasing the size of the Board to nine (9) members or by seeking and accepting or otherwise securing the resignations of such number of authorized Class III then incumbent directors as is necessary to three enable the individuals so designated by Shareholder (3or its Affiliate, as applicable) members. (b) Prior to be elected or appointed to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director to be appointed as a director to the Board and to fill the vacancy on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at the 2027 annual meeting of stockholders. (c) The Company shall nominate reimburse the TCW Shareholder Nominated Director (for his or any replacement thereof her out-of-pocket expenses incurred in connection with his or her participation as provided for in this Agreement) for re-election to a member of the Board at each subsequent meeting in a manner consistent with Company’s policies for reimbursing such expenses of the stockholders members of the Company held to consider a vote on the election of the class of directors of which the TCW Director is a member. (d) The Board. Company shall use indemnify the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW Shareholder Nominated Director to the same extent it does for all indemnifies its other directors pursuant to its articles of association and other organizational documents and applicable law. (d) Company shall maintain in full force and effect director and officer liability insurance covering the directors and (iv) otherwise supporting the TCW Director for election in a manner officers of Company with terms, conditions, retentions and limits of liability that are no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (e) If at any time a vacancy occurs on the Board with respect to the directorship coverage provided under Company’s policies existing as of the TCW Director (by reason of such director’s death, disability, resignation or removal), TCW shall have the right to designate a replacement TCW Director for appointment to fill such vacancy. The TCW Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating and Corporate Governance Committee of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Shares are listed for trading, regarding service as a director of the Company, the Company shall notify TCW and TCW shall withdraw its Board Designation Notice (or, if the TCW Director has already been appointed, cause such director to resign), and TCW shall have the right to designate a different TCW Director. (g) The Company shall take or cause to be taken all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions date of this Agreement. Company shall use its commercially reasonable efforts to maintain Company’s articles of association and other organizational documents to require Company to indemnify its directors and officers to the fullest extent permitted by law. (h) In the event any law, rule or regulation comes into force or effect (including by amendment) which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein.

Board Designation Rights. Following So long as Sponsor owns in the Effective Dateaggregate more than fifty percent (50%) of the outstanding Shares it held as of the Closing (subject to appropriate adjustment in the event of any stock dividend, TCW stock split, combination or other similar recapitalization with respect to Common Stock), Sponsor shall have the right be entitled to designate one individual (such individual, the “TCW Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Designation Notice”). Upon the execution of this Agreement, the following rights and obligations shall apply: (a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take be required to appoint and/or nominate for election at any annual or have taken all corporate and other action necessary to increase the size of the Board to nine (9) members and the number of authorized Class III directors to three (3) members. (b) Prior to the first meeting of the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director to be appointed as a director to the Board and to fill the vacancy on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at the 2027 annual meeting of stockholders. (c) The Company shall nominate the TCW Director (or any replacement thereof as provided for in this Agreement) for re-election to the Board at each subsequent special meeting of the stockholders of the Company held to consider a vote on the election of the class of directors of which the TCW Director is a member. (dor action by written consent) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by (i) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the TCW Director to the same extent it does for all other Company directors Board of Directors) one (1) individual to the Board of Directors (such individual, the “Designated Director”), who shall initially be C▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Initial Designated Director”), effective as of immediately following the First Effective Time. If the Initial Designated Director is unable or unwilling to serve at the Closing, Sponsor shall promptly designate a replacement director and (iv) otherwise supporting the TCW Director for election in a manner no less rigorous and favorable than the manner in which provide any relevant information about such appointee as the Company supports its other nominees may reasonably request. The Designated Director shall remain in the aggregate). (e) If office as a director until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. A Designated Director may be removed at any time (i) with or without cause upon the written request of Sponsor or (ii) pursuant to the Organizational Documents, for cause and by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. In the event that a vacancy occurs is created on the Board with respect of Directors at any time due to the directorship of the TCW Director (by reason of such director’s death, disability, resignation retirement, resignation, or removal)removal of a Designated Director, TCW then Sponsor shall have the right to designate a replacement TCW Director for appointment an individual to fill such vacancy and the Company shall promptly appoint such person to fill such vacancy, and in any event, within no later than three (3) days of Sponsor’s designation, and such person shall thereafter be deemed the Designated Director under this Agreement. The TCW During the period a Designated Director may resign from the Board at any time, and, subject to applicable law and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating and Corporate Governance Committee of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the national securities exchange on which the Shares are listed for trading, regarding service as a director of the CompanyBoard of Directors, the Company shall notify TCW shall, at its own expense, provide to such Designated Director the same benefits as any other non-employee director of the Board of Directors, including reimbursement of expenses under any applicable director and TCW shall withdraw its officer indemnification or insurance policy maintained by the Company. If a member of the Board Designation Notice of Directors of the Company includes a director who (orx) does not qualify as an “independent director”, if (y) is not an employee of the TCW Director has already been appointed, cause such director to resignCompany and (z) is Affiliated with a Stockholder (“Non-Affiliated Director”), and TCW shall have such Non-Affiliated Director receives any cash or non-cash compensation for his or her director services, then the Designated Director, whether or not he or she qualifies as a Non-Affiliated Director, will be entitled to the same cash and non-cash compensation for director services. Each Stockholder further agrees that all securities of the Company that may vote in the election of directors to the Board of Directors that such Stockholder holds, purchases, acquires the right to designate a different TCW Director. vote or otherwise acquires beneficial ownership of (gincluding by the exercise or conversion of any security exercisable or convertible for Company Interests) The Company after the execution of this Agreement shall take or cause be subject to be taken the terms of this Agreement and shall constitute Shares for all lawful action reasonably necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions purposes of this Agreement. (h) In the event any law, rule or regulation comes into force or effect (including by amendment) which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth herein.

Board Designation Rights. Following For so long as (i) the Effective Date, TCW Credit Agreement remains in effect and the Specified Lender or any of its Affiliates or Related Funds hold any Loans or any Commitments or (ii) the Specified Lender or any of its Affiliates or Related Funds hold or beneficially own any Warrants or at least the Minimum Equity issued on exercise of any Warrants: (a) The Specified Lender shall have the right to designate one individual (such individualbut not the obligation), the “TCW Director”) to be appointed as a director to the Board by delivery of written notice to the Company (the “Board Director Designation Notice”). Upon , to cause the execution Company to, and upon receipt of this Agreement, the following rights and obligations shall apply: (a) Prior to the first meeting of the Board scheduled to occur after the date of this Agreementany Director Designation Notice, the Company shall and the Board shall, take or have cause to be taken all corporate and other action necessary Necessary Action (as defined below) to (i) increase the size of the Board to nine by one member (9of the class of directors then most recently elected or reelected by the stockholders of the Company, if the Board is then classified), (ii) members and the number of authorized Class III directors to three (3) members. (b) Prior appoint to the first meeting of Board an individual designated in writing by the Specified Lender to the Company, and who is acceptable to the Board, acting reasonably and in good faith, such consent not to be unreasonably withheld, conditioned or delayed (the “Board Designee”), to fill the resulting vacancy and (iii) cause the Board scheduled to occur after the date of this Agreement, the Company shall take or have taken all corporate and other action reasonably necessary to cause the TCW Director Designee to be appointed as a director to the Board and to fill the vacancy remain on the Board. The TCW Director shall be designated as a Class III director, with a term expiring at including by (A) including the 2027 annual meeting Board Designee in the Company’s slate of stockholders. (c) The Company shall nominate the TCW Director (or any replacement thereof as provided recommended director candidates for in this Agreement) for re-election to the Board at each subsequent annual or special meeting (including any action by written consent), including any adjournment thereof, of the stockholders of the Company held to consider (each, a vote on “Stockholder Meeting”) for which the election of the Board Designee or its class of directors of which directors, as applicable, stands for election (if not yet appointed in accordance with the TCW Director is a member. (d) The Company shall use the same level of effort that is used by the Company to cause the election of the other directors that are not the TCW Director, but in any event no less than commercially reasonable efforts, to cause the election of the TCW Director (including by foregoing clauses (i) and (ii)) or reelection, (B) recommending that the Company’s stockholders vote in favor of the election of the TCW Director to the Board, (ii) including the TCW Director in the Company’s proxy statement Board Designee and proxy card for such annual meeting, (iii) undertaking efforts to solicit from the stockholders of the Company eligible to vote for the election of directors soliciting proxies in favor of the TCW Director to election of the same extent it does Board Designee at any Stockholder Meetings at which the Board Designee or its class of directors stands for all other Company directors election or reelection and (iv) otherwise supporting the TCW Director Board Designee for such election or reelection in a manner no less rigorous and favorable than the manner in which the Company supports its any other nominees in the aggregate). (e) If at any time a vacancy occurs on Stockholder Meeting, (C) promptly (and in any event no later than the earlier of (x) the next meeting or action by written consent of the Board with respect to the directorship following such vacancy and (y) 30 days following such vacancy) filling any vacancy of the TCW Director office held by the Board Designee (whether by reason of such director’s death, disabilityresignation, resignation retirement, disqualification or removal), TCW removal or otherwise) with another person designated by the Specified Lender in accordance herewith and (D) taking all action to oppose any removal of the Board Designee; provided that this provision shall have not limit the right to designate a replacement TCW Director removal of any director for appointment to fill such vacancycause or as required by applicable laws. The TCW Director may resign from the Board at any time, and, Specified Lender shall not be subject to compliance with any advance notice requirements set forth in the Company’s certificate of incorporation, bylaws or other governing documents. Subject to applicable law laws and the Governing Documents, TCW shall have the right at any time to remove (with or without cause) the TCW Director. (f) If the Nominating rules and Corporate Governance Committee regulations of the Company determines in good faith that the TCW Director designated by TCW (i) is not qualified to serve on the Board consistent with its duly adopted policies and procedures applicable to all directors or (ii) does not satisfy the applicable requirements of the United States national securities exchange on which the Shares are listed for trading, regarding service as a director common stock (or any successor class of common equity) of the CompanyCompany is then listed (each a, “Stock Exchange”), the Company shall notify TCW and TCW shall withdraw its Board Designation Notice (or, if the TCW Director has already been appointed, cause such director to resign), and TCW Specified Lender shall have the right to designate a different TCW Directorhave the Board Designee appointed to serve on each committee of the Board, if elected by the Specified Lender in writing. (gb) The Specified Lender acknowledges that as a condition to the appointment and nomination of the Board Designee, such Board Designee shall have (i) agreed to provide the information that is required to be or is customarily disclosed for candidates for non-management directors and non-management directors in a proxy statement and similar documents (including the Company’s standard form of director and officer questionnaire) under the securities laws applicable to the Company and/or the rules and regulations of the applicable Stock Exchange and such other customary information as is reasonably requested by the Company of its other non-management director candidates and non-management directors, (ii) consented to serve as a member of the Board and to be named in any proxy statement or related documentation and (iii) agreed to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of the Company’s non-management directors. (c) The Board Designee shall not be compensated for his or her service as a director, unless such Board Designee is an independent director, in which case such Board Designee shall be compensated on the same basis as all other non-management directors of the Company; provided that the Board Designee shall (i) be reimbursed for his or her reasonable and documented travel expenses on the same basis as all other non-management directors of the Company, and (ii) be entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-management directors of the Company (which for the avoidance of doubt, shall include at a minimum, entry into a D&O indemnification agreement providing for indemnification to the fullest extent permitted under applicable law and shall include customary D&O insurance coverage for directors of public companies), all as such rights may exist from time to time. (d) The Company shall take or cause the Board to be taken all lawful action reasonably necessary the decision-making body of the Company and the Subsidiaries with full power and authority to ensure at all times make decisions on behalf of the Company and the Subsidiaries that are customarily reserved for the Governing Documents are not at any time inconsistent with the provisions board of this Agreementdirectors of a Person. (he) In For purposes of this letter agreement (this “Agreement”), “Necessary Action” means, with respect to any Person and a specified result, all actions (to the event any lawextent such actions are not prohibited by applicable law and are within such Person’s or its Affiliates’ control) necessary to cause such result, rule including (to the extent such actions are not prohibited by applicable law and are within such Person’s or regulation comes into force its Affiliates’ control) (i) calling special meetings of stockholders, (ii) voting or effect providing a written consent or proxy, if applicable in each case, (iii) causing the adoption of stockholders’ resolutions and amendments to organizational documents, (iv) executing agreements and instruments, (v) making, or causing to be made, with governmental authorities, all filings, registrations or similar actions that are required to achieve such result and (vi) nominating or appointing certain persons (including by amendment) which conflicts to fill vacancies), and providing the highest level of support for election of such persons to the Board in connection with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise the Agreement to achieve the parties’ intention set forth hereinany Stockholder Meeting.