Common use of Board Appointment Rights Clause in Contracts

Board Appointment Rights. (a) At any point in time at which an Event of Default (as defined below) is occurring and for so long as it continues, or otherwise beginning on the sixth anniversary of the Closing Date for so long as any of the Preferred Units remain Outstanding (the “Initial Designation Period”), the Kxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Initial Director Appointment Right”) one director to the Board (such person, the “Initial Director”), subject to Section 2(d). Beginning on the seventh anniversary of the Closing Date and for so long as any of the Preferred Units remain Outstanding (together with the Initial Designation Period, the “Designation Periods”) the Kxxxxxx Entities hereby grant the holder(s) of all Outstanding Preferred Units, the option and right to appoint (the “Additional Director Appointment Right” and together with the Initial Director Appointment Right, the “Director Appointment Rights” and each individually, a “Director Appointment Right”) two additional directors to the Board (i.e., three directors to the Board in total) (such persons, the “Additional Directors” and together with the Initial Director, the “Preferred Directors” and each individually, a “Preferred Director”), subject to Section 2(d). (b) For purposes of this Agreement, an “Event of Default” shall occur at any time, and from time to time, when the Partnership (i) fails to pay in full, in cash and when due, any Series A Quarterly Distribution that is required to be paid after the Initial Accrual Period, or (ii) materially breaches any of its covenants in the Partnership Agreement, subject to the cure period set forth therein, and the Distribution Rate is increased to 20% pursuant to the Partnership Agreement, and shall continue until any accrued and unpaid distributions are paid in full and such breach is no longer ongoing.

Board Appointment Rights. (a) At any point in time at which an Event of Default (as defined below) is occurring and for so long as it continues, or otherwise beginning on the sixth fourth anniversary of the Closing Date for so long as any of the Preferred Units remain Outstanding (the “Initial Designation Period”), the Kxxxxxx Xxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Initial Director Appointment Right”) one director to the Board (such person, the “Initial Director”), subject to Section 2(d). Beginning on the seventh fifth anniversary of the Closing Date and for so long as any of the Preferred Units remain Outstanding (together with the Initial Designation Period, the “Designation Periods”) the Kxxxxxx Xxxxxxx Entities hereby grant the holder(s) of all Outstanding Preferred Units, the option and right to appoint (the “Additional Director Appointment Right” and together with the Initial Director Appointment Right, the “Director Appointment Rights” and each individually, a “Director Appointment Right”) two additional directors to the Board (i.e., three directors to the Board in total) (such persons, the “Additional Directors” and together with the Initial Director, the “Preferred Directors” and each individually, a “Preferred Director”), subject to Section 2(d). (b) For purposes of this Agreement, an “Event of Default” shall occur at any time, and from time to time, when the Partnership (i) fails to pay in full, in cash and when due, any Series A Quarterly Distribution that is required to be paid after the Initial Accrual Period, or (ii) materially breaches any of its covenants in the Partnership Agreement, subject to the cure period set forth therein, and the Distribution Rate is increased to 20% pursuant to Section 5.12(b)(i)(B) or Section 5.12(b)(ix)(D) of the Partnership Agreement, and shall continue until any accrued and unpaid distributions are paid in full and such breach is no longer ongoing.

Board Appointment Rights. (ai) At The Holder Representative acting on behalf of the Holders of a majority of the outstanding shares of Preferred Stock shall have the exclusive right to appoint and elect two directors to the Board of Directors (each a “8.875% Redeemable Preferred Director”); provided that the individuals to be appointed to the Board of Directors by the Holders shall be reasonably acceptable to the Board of Directors (provided that the Board of Directors may not unreasonably withhold, condition or delay such consent) and such appointments shall be subject to each 8.875% Redeemable Preferred Director satisfying all requirements regarding service as a director of the Company under applicable Law or stock exchange rule regarding service as a director of the Company and under the Company’s charters, practices and policies including those relating to confidentiality and securities trading restrictions; provided, further that any point senior professional of the GSO Funds or their Affiliates who satisfy all applicable laws and stock exchange rules regarding service as a director of the Company and independence shall automatically be deemed reasonably acceptable to the Board of Directors; provided, further, that if the Board of Directors rejects any nominee, the Holders can appoint another individual until such appointee is accepted to the Board of Directors in time accordance with this Section 9(b)(i). To the extent the Holders of a majority of the then-outstanding shares of Preferred Stock have the right to appoint 8.875% Redeemable Preferred Directors pursuant to this Section 9(b)(i), the Company shall use commercially reasonably efforts to obtain all internal corporate approvals and authorizations with respect to the rights of the Holder Representative to elect such director(s) to the Board of Directors. (ii) Each 8.875% Redeemable Preferred Director appointed or elected pursuant to Section 9(b)(i) shall serve until the next Annual Meeting of the Company or until his or her successor is elected and qualified (provided that the Holders may reelect such 8.875% Redeemable Preferred Directors at which an Event of Default such Annual Meeting (as defined belowand at any subsequent Annual Meeting) is occurring and for so long as it continues, or otherwise beginning on the sixth anniversary of Holders continue to have the Closing Date for so long as any of the Preferred Units remain Outstanding (the “Initial Designation Period”), the Kxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (such directors in accordance with Section 9(b)(i)) or his or her earlier death, resignation, retirement, disqualification or removal; any vacancy or newly created directorship in the “Initial position of a 8.875% Redeemable Preferred Director Appointment Right”) one director to may be filled only by the Board (such person, Holders of a majority of the “Initial Director”)then-outstanding shares of Preferred Stock; and, subject to Section 2(d). Beginning on the seventh anniversary of the Closing Date and for so long as any of the Preferred Units remain Outstanding (together with the Initial Designation Period, the “Designation Periods”) the Kxxxxxx Entities hereby grant the holder(s) of all Outstanding Preferred Units, the option and right to appoint (the “Additional Director Appointment Right” and together with the Initial Director Appointment Right, the “Director Appointment Rights” and each individually, a “Director Appointment Right”) two additional directors to the Board (i.e., three directors to the Board in total) (such persons, the “Additional Directors” and together with the Initial Director, the “Preferred Directors” and each individually, a “Preferred Director”9(b)(iii), subject to Section 2(d). (b) For purposes each 8.875% Redeemable Preferred Director may, during his or her term of this Agreementoffice, an “Event of Default” shall occur be removed at any time, with or without cause, by and from time only by the Holders of a majority of the then-outstanding shares of Preferred Stock. (iii) Notwithstanding the foregoing, the Holders’ right to time, when the Partnership (iappoint 8.875% Redeemable Preferred Directors pursuant to Section 9(b)(i) fails to pay in full, in cash and when due, any Series A Quarterly Distribution that is required to shall be paid after the Initial Accrual Period, or (ii) materially breaches any of its covenants in the Partnership Agreement, at all times subject to the cure period set forth therein, application and limitations of NASDAQ Listing Rules (including Rule 5640) or the Distribution Rate rules of the national securities exchange on which the Common Stock is increased to 20% pursuant to the Partnership Agreement, and shall continue until any accrued and unpaid distributions are paid in full and such breach is no longer ongoingthen-traded.