Common use of Board Nomination Clause in Contracts

Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns less than 50% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”). (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information. (d) For so long as an SLP Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees to appoint to will take the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase nominate the size Sherborne Designee to stand for election at the 2022 annual meeting of stockholders of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns less than 50% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold2022 Annual Meeting”)) as a nominee for the Board. (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the The Company agrees to include each Purchaser the Sherborne Designee in its slate of nominees Board-nominated and recommended candidates for election as directors of the Company at each of the 2022 Annual Meeting and, in connection therewith, the Company shall list the Sherborne Designee in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommend that the Company’s meetings stockholders vote in favor of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser the Sherborne Designee to in the Board of Directors (same manner as for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the Company’s other director nominees of at the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors2022 Annual Meeting. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable Prior to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date execution of this Agreement, or in existence as of Sherborne shall have, and shall have caused the date of this Agreement but not known to the Company prior to the date of this AgreementSherborne Designee to, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligationsobligations in connection with the Sherborne Designee’s nomination as a director of the Company, and thereafter shall, and shall cause the Sherborne Designee to, provide to the Company such other information reasonably requested by the Company from time to time as so required in each case, relating to their connection with the Sherborne Designee’s nomination or for election as a director of the Company or at the 2022 Annual Meeting. (d) The Sherborne Group agrees that at all times while the Sherborne Designee is serving as a member of the Board he will (i) meet all applicable director independence, qualification and other standards of the Company’s operations in , of applicable stock exchange listing standards, and of the ordinary course SEC, and applicable provisions of business, with respect to the Purchaser, its Affiliates Exchange Act and the applicable Purchaser Designee, rules and regulations promulgated thereunder; and (Bii) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect Delaware General Corporation Law (the “Specified GuidelinesDGCL”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such informationSherborne Group will, and will cooperate cause the Sherborne Designee to, promptly advise the Nominations and Governance Committee if he ceases to satisfy any of the conditions in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested informationpreceding sentence. (de) For so long as an SLP Affiliated Director is on During the Board of DirectorsCovered Period, (i) the Company Sherborne Group shall not implement or maintain hold any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than Common Stock. (f) At all times while the Sherborne Designee serves as a member of the Board, the Sherborne Group shall cause the Sherborne Designee to comply with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii1) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such all policies, procedures, processes, codes, rules, standards and guidelines impose applicable to non-management Board members, including the Company’s Board Governance Guidelines, Code of Business Conduct, Related Party Transaction Policy, and any restrictions on other securities trading policies, anti-hedging policies, conflict of interest policies, and corporate governance guidelines or other items applicable to such directors (the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods“Company Policies”) and (iii2) under no circumstances shall any policythe Confidentiality Agreement (as defined herein). The Sherborne Group, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, and the Sherborne Designee will use its reasonable best efforts not to interact or (z) failing to offer his engage with stockholders or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders other constituencies of the Company at which the stockholders on behalf of or with respect to the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and absent prior authorization from the Company (acting through it being understood for the Board avoidance of Directors) shall work together in good faith doubt that it will not be deemed a breach of this provision if any such constituency approaches the foregoing and the Sherborne Group, its Affiliates or the Sherborne Designee declines to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicableengage). (fg) To At all times while the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity Sherborne Designee serves as a member of the Board Board, the Sherborne Designee acknowledges and agrees that he is subject to fiduciary duties to act solely in the best interests of Directors and (y) the Company or and its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Companystockholders. (gh) For The Company agrees to notice the avoidance 2022 Annual Meeting to be held before June 30, 2022, subject to applicable law. (i) The Company’s obligations set forth in Sections 1(a) and 1(b) shall terminate, and the Sherborne Designee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his written resignation to the Board (in each case, such resignation shall be immediate and unconditional) it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation if (i) the members of doubtthe Sherborne Group, notwithstanding anything in collectively, cease to beneficially own at least 10.0% of the voting power of the stock of the Company (the “Minimum Ownership Threshold”), or (ii) Sherborne has materially breached any of the terms of this Agreement (including by materially breaching or ceasing to satisfy the Notes conditions set forth in Sections 1(d), 1(e) or 1(f) above) and has failed to cure any such breach (if curable) within thirty (30) days of receipt of written notice from the contraryCompany of such determination (each, transferees of a “Triggering Event”). Sherborne agrees to cause the Notes and/or Sherborne Designee to resign from the shares of Company Common Stock (other than Affiliates of Board if the Purchaser who sign a Joinder) shall not have any rights Sherborne Designee fails to resign if and when requested pursuant to this Section 4.071(i) and represents and warrants that the Sherborne Designee has agreed to resign in such circumstances and further agrees that the Board may treat the Sherborne Designee as not validly on the Board in the event a Triggering Event has occurred, including where the Sherborne Designee fails to resign or Sherborne fails to cause his resignation in accordance with this Section 1(i). Sherborne will apprise the Company promptly upon the occurrence of a known Triggering Event. (j) For purposes of calculating the Minimum Ownership Threshold, the total outstanding shares of Common Stock as of the date of such determination shall be deemed to be the lesser of (1) the aggregate number of shares of Common Stock outstanding as of the date hereof or (2) the aggregate number of shares of Common Stock outstanding as of the date of such determination (in each case, as adjusted for any combinations, splits, recapitalizations or similar actions).

Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Xxxx Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), a Majority in Interest of the Purchaser Xxxx Group shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser Xxxx Group (for the avoidance of doubt, the Purchaser Xxxx Group shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Xxxx Group does not fall below collectively Beneficially Owns a number of shares of Company Common Stock equal to or greater than the Minimum Ownership Threshold (as defined below) at any such point in time). Notwithstanding the foregoing, the Purchaser Xxxx Group shall not have a right to nominate any member to the Board of Directors from and after during any such time as the Silver Lake Xxxx Group collectively Beneficially Owns less than 504% of the number of shares of Company Common Stock then outstanding assuming issuance upon conversion of the Notes Beneficially Owned by the Xxxx Group of the shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) Xxxx Group (the “Minimum Ownership Threshold”). For the avoidance of doubt, the Xxxx Group’s rights under this Section 4.07(a) may become effective and/or lose effect from time to time and any number of times, and a Majority in Interest of the Xxxx Group may irrevocably waive such rights in a writing delivered to the Company. (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Xxxx Designee in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Xxxx Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Xxxx Designee to the Board of Directors shall not affect the right of the Purchaser Majority in Interest of the Xxxx Group to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Purchaser Xxxx Designee must be a managing director, officer, advisor or employee of Xxxx Capital Private Equity, LP or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners another Xxxx Affiliate management entity or general partner selected by the Purchaser Majority in Interest of the Xxxx Group that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser Xxxx Group has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Xxxx Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser Xxxx Group and each Purchaser Xxxx Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the PurchaserXxxx Group, its Affiliates and the applicable Purchaser Xxxx Designee, (B) each Purchaser Xxxx Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Xxxx Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Xxxx Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Xxxx Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser Xxxx Group and each Purchaser Xxxx Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser Xxxx Group and each Purchaser Xxxx Designee in connection with their efforts to provide the requested information. (d) For so long as an SLP a Xxxx Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser Xxxx Group or its Affiliates (including a policy that limits, prohibits, prohibits or restricts Purchaser the Xxxx Group or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Xxxx Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Xxxx Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Xxxx Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser Xxxx Group and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the PurchaserXxxx Group’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Xxxx Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser Xxxx Group or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Xxxx Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Xxxx Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser Xxxx Group agrees that it shall not nominate such Purchaser Xxxx Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Xxxx Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser Majority in Interest of the Xxxx Group desires to nominate a different individual to replace any then-existing Purchaser Xxxx Designee, then, at the request of the PurchaserMajority in Interest of the Xxxx Group, the Purchaser Xxxx Group and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Xxxx Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Xxxx Designee” pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Xxxx Affiliated Director, the any Purchaser and any SLP Xxxx Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is intended solely for such Covered Person in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is intended solely for such Covered Person in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g4.07(f) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the a Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees to appoint to and the Board of Directors as will take the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase appoint the Biglari Designee to the Board, with such appointment to take effect no later than five (5) business days following execution of this Agreement, by increasing the size of the Board of Directors unless there otherwise is a vacancy in to eleven (11) and appointing the Board of Directors and in either event filling Biglari Designee to fill the vacancy thereby created with thereby. Subject to such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members appointment of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member Biglari Designee to the Board Board, any nomination notice of Directors if Biglari in connection with the 2022 annual meeting of shareholders is hereby irrevocably withdrawn (without any further action being required) and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board be of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns less than 50% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization no further force or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”)effect. (b) Subject to The Company and the terms and conditions of this Section 4.07 and applicable law, Board agrees that the Company agrees to shall include each Purchaser the Biglari Designee in its slate of nominees Board-nominated and recommended candidates for election as directors of the Company at each of the 2022 and 2023 annual meetings of the shareholders of the Company and, in connection therewith, the Company shall list the Biglari Designee in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommend that the Company’s meetings shareholders vote in favor of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser the Biglari Designee to in the Board of Directors (same manner as for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the Company’s other director nominees at such meeting, in each case, subject to the Biglari Designee’s willingness to serve as a member of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directorsBoard. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser the Biglari Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at Company, the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Biglari Designee must in all material respects has provided or will provide to the Company (1) all the information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives representatives, in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, obligations in each case, relating to their connection with the Biglari Designee’s nomination or election as a director of the Company. The Company or acknowledges that the Biglari Designee has provided such information to the Company in connection with the 2022 annual meeting of shareholders. (d) At all times while the Biglari Designee is serving as a member of the Board, she will (i) meet all applicable director independence, qualification and other standards generally applicable to non-management Board members of the Company’s operations in , of applicable stock exchange listing standards, and of the ordinary course SEC, and applicable provisions of business, with respect to the Purchaser, its Affiliates Exchange Act and the applicable Purchaser Designee, rules and regulations promulgated thereunder; and (Bii) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect Tennessee Business Corporation Act (the “Specified GuidelinesTBCA”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant Biglari Designee shall promptly advise the Nominating and Governance Committee if the Biglari Designee ceases to this Section 4.07(c) satisfy any of the conditions in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested informationpreceding sentence. (de) For so long At all times while the Biglari Designee serves as an SLP Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities a member of the Company that applies to Board, the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than Biglari Designee shall comply with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such all policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to non-management Board members, including the Board Company’s Code of Directors Business Conduct and Ethics, Corporate Governance Guidelines, Stock Ownership Guidelines, and any other securities trading policies, anti-hedging policies, conflict of interest policies, confidentiality policies, related party transactions guidelines and corporate governance guidelines or other items applicable to such directors, whether currently in place or as may be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, Company in each case of the future (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy ChangeCompany Policies”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (f) To At all times while the fullest extent permitted by Biglari Designee serves as a member of the DGCL Board, the Biglari Designee acknowledges and agrees that she will be subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, Policies and (ii) do business with any client, customer, vendor or lessor of any fiduciary duties applicable generally to members of the Company or its Affiliates; and/or Board. (iiig) make investments in The Board shall consider the Biglari Designee for membership on committees of the Board on the same basis as other non-management directors. (h) During the Covered Period (as defined below), if the Biglari Designee ceases to be a member of the Board for any kind of property in which reason, then the Board will take all action necessary to promptly appoint another person to the Board mutually agreed upon by Bxxxxxx and the Company may make investments(a “Successor Director”) to serve as a director in place of the Biglari Designee. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy Any Successor Director must (i) be qualified to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity serve as a member of the Board of Directors under all applicable Company Policies and applicable legal, regulatory and stock market requirements; and (yii) meet the independence requirements with respect to Company or its Subsidiaries, of the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiarieslisting rules of The Nasdaq Stock Market. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as Upon becoming a member of the Board Board, the Successor Director will succeed to all of Directorsthe rights and privileges, and waives any claim against each Covered Person will be bound by the terms and shall indemnify a Covered Person against any claimconditions, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in Biglari Designee under this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the CompanyAgreement. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c(i) by taking all necessary action to increase the size of the its Board of Directors unless there otherwise is a vacancy in to eleven (11) members, (ii) to increase the Board size of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members Class III of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the its Board of Directors from and after such time three (3) to four (4) members, (iii) to appoint Xxxxxxx to its Board of Directors, as a Class III director, effective as of March 31, 2006, to serve for the Silver Lake Group collectively Beneficially Owns less than 50% remainder of the number term of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser Class III directors (which expires at the 2006 Annual Meeting) and its Affiliates collectively immediately following the Closing until his successor is duly elected and qualified, (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stockiv) (the “Minimum Ownership Threshold”). (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee Xxxxxxx in its Board of Directors' slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a Class III director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee2006 Annual Meeting, (Bv) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information. (d) For so long as an SLP Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity Xxxxxxx as a member of the Company's Board of Directors and at the 2006 Annual Meeting, (yvi) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity take action to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity remove Xxxxxxx as a member of the Company's Board of DirectorsDirectors other than for cause, (vii) to cause the Company's proxy statement for the 2006 Annual Meeting to include a proposal to approve the Amendment and waives any claim against each Covered Person and shall indemnify a Covered Person against any claimthe recommendation of the Board of Directors that the Amendment be approved, that such Covered Person is liable (viii) to cause all proxies received by the Company or its stockholders to be voted in the manner specified by such proxies and all proxies for breach which a vote is not specified to be voted for the election of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity Xxxxxxx as a member of the Company's Board of Directors shall belong and for each other proposal for which the Company's Board of Directors recommends a vote in favor, (ix) to use its commercially reasonable efforts to cause the 2006 Annual Meeting to be held on May 10, 2006, (x) to use its commercially reasonable efforts to ensure that the Company's slate of directors is elected at the 2006 Annual Meeting and each other proposal for which the Company's Board of Directors recommends a vote in favor are approved by the necessary stockholder vote at the 2006 Annual Meeting, and (xi) to cause its Controlled Affiliates and seek to cause its Affiliates, to vote all shares of Common Stock over which they have voting power in favor of the Company's slate of directors and the Amendment, clauses (i) through (v) above subject to Xxxxxxx'x execution and delivery on or prior to March 31, 2006 of the following documents, each of which has been provided to Xxxxxxx: (a) a Form 3, (b) a Power of Attorney (provided that the Greenlight Parties will be provided any filing on the business day prior to the Company. The Company shall pay proposed day for the filing thereof in advance any expenses incurred in defense of such claim as provided in this provisionorder to review and comment), except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable timec) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. 's Xxxxxxx Xxxxxxx Policy and acknowledgement form (git being agreed and understood that the Greenlight Parties need only preclear the fact that the Greenlight Parties may trade and not the specific terms of any trades with the General Counsel or his designee), (d) For the avoidance Company's Code of doubtBusiness Conduct and Ethics and acknowledgement form, notwithstanding anything (e) the Company's standard form of Indemnification Agreement and (f) the Company's standard form of director and officer questionnaire (collectively with the documents described in this Agreement clauses (a), (b), (c), (d) and (e) above, the "Board Documents"). If at any time during the Standstill Period, Xxxxxxx is unable to serve, due to death or the Notes to the contrarydisability, transferees as a nominee or a director of the Notes and/or Company, the shares of Company Common Stock Greenlight Parties may select a replacement nominee or director (other than Affiliates of a "Replacement Designee"), as the Purchaser who sign a Joinder) shall not have any rights pursuant case may be, subject to this Section 4.07such Replacement Designee satisfying the Company's Corporate Governance Guidelines and completing the Board Documents.

Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c4.06(c) by taking all necessary action to increase the size of the Board of Directors prior to the Closing unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c4.06(c), the Purchaser shall have the right to nominate at each meeting or action by written consent of shareholders at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group Purchaser does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns less than 50% of Purchaser ceases to meet the number of outstanding shares of Company Common Stock Beneficially Owned by the Minimum Ownership Threshold. The Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect ceases to the Company Common Stock) (meet the “Minimum Ownership Threshold”” when the Purchaser ceases to Beneficially Own Class A Shares representing at least 10% of the aggregate voting power of the outstanding Class A Shares, assuming exercise, conversion or exchange of all outstanding securities (including the Preferred Shares, the Alternative Preference Shares and the Class B Shares) that are exercisable, convertible or exchangeable for or into Class A Shares without regard to any limitation or restriction on exercise, conversion or exchange or any issuance of additional securities of the Company after the Closing (other than securities issued or granted under the Company’s employee or director employment, compensation, incentive and/or benefit plans, programs, policies, agreements or other similar arrangements). (b) Subject to the terms and conditions of this Section 4.07 4.06 and applicable law, the Company agrees to include each Purchaser Designee in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent shareholders at which directors are to be elected and use its reasonable best efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will which shall at a minimum be required to use substantially at least the same level of efforts and provide substantially the same level of support as is used and/or provided for the expended to elect any other director nominees of the Company with respect to the applicable meeting Board of stockholders or action by written consentDirectors). For the avoidance of doubt, failure of the stockholders shareholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 4.06 in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser or any of its Affiliates (excluding for purposes of the definition of Affiliates, any portfolio company of a Purchaser or any of its Affiliates, including any dedicated holding company within the portfolio company structure) that is reasonably acceptable to the Nominating and Corporate Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are Bxxxxxx Xxxxx and, in his alternate, Lxxxxxx Xxxxxxx, is deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) sentence in the absence of any material circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Corporate Governance Committee of the Board of Directors (or any successor thereto) has a material and adverse impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders shareholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL CBCA to the same extent as all other directors of the Company (provided that the Purchaser Designee shall not be required to be a resident Canadian, within the meaning of the CBCA) and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directorsdirectors and as are not targeted towards the Purchaser Designee, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c4.06(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information. (d) For The Purchaser acknowledges that at all times while serving as a member of the Board of Directors, each Purchaser Designee (A) will refrain from serving on the board of directors or similar governing body, or serving as an officer or employee, of any Industry Competitor, and (B) will be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of the Board of Directors that (x) are included in the Specified Guidelines as currently in effect with such changes (or such successor policies) as are applicable to all other directors and as are not targeted towards the Purchaser Designee, or (y) relate to the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board of Directors or committees of the Board of Directors to the extent not disclosed publicly by the Company. Notwithstanding the foregoing, for so long as an SLP a Purchaser Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or and/or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iiiii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (zy) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iiiii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 4.06 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that is not targeted towards the Purchaser Designee and results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”)respects, then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders shareholders of the Company at which the stockholders shareholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.074.06, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, death or resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or and be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 4.06 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes Articles of Amendment to the contrary, transferees of Broad Street Principal Investments, L.L.C. shall have the Notes and/or the shares of Company Common Stock right, in connection with a transfer (other than Affiliates in a Legal or Regulatory Transfer), of all the Preferred Shares issued to the Purchaser on the Closing Date or all of the Class A Shares and/or Alternative Preference Shares issued upon conversion thereof, to a single Person who is reasonably acceptable to the Company (such acceptance not to be unreasonably withheld, conditioned or delayed), to assign the rights of Broad Street Principal Investments, L.L.C. under this Section 4.06 to such transferee Person pursuant to Section 6.07(v) (it being understood that no rights under this Section 4.06(f) may be assigned). (g) The Purchaser who sign a Joinder) Designee will be entitled to receive similar reimbursement (including of travel expenses, if applicable), indemnification and insurance coverage for his or her service as director as the other outside directors of the Company. For the avoidance of doubt, the Purchaser Designee shall not have be entitled to receive any rights pursuant compensation for his or her service to this the Company. Subject to Section 4.074.06(c), the Purchaser Designee may not be removed by the Board of Directors.

Board Nomination. (a) The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c(i) by taking all necessary action to increase the size of the its Board of Directors unless there otherwise is a vacancy in to eleven (11) members, (ii) to increase the Board size of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members Class III of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the its Board of Directors from and after such time three (3) to four (4) members, (iii) to appoint Xxxxxxx to its Board of Directors, as a Class III director, effective as of March 31, 2006, to serve for the Silver Lake Group collectively Beneficially Owns less than 50% remainder of the number term of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser Class III directors (which expires at the 2006 Annual Meeting) and its Affiliates collectively immediately following the Closing until his successor is duly elected and qualified, (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stockiv) (the “Minimum Ownership Threshold”). (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee Xxxxxxx in its Board of Directors’ slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a Class III director of the Company at the 2006 Annual Meeting, (v) to nominate Xxxxxxx as a member of the Company’s annual meetings Board of stockholders Directors at the 2006 Annual Meeting, (Avi) not to take action to remove Xxxxxxx as a member of the Purchaser Company’s Board of Directors other than for cause, (vii) to cause the Company’s proxy statement for the 2006 Annual Meeting to include a proposal to approve the Amendment and each Purchaser Designee must in the recommendation of the Board of Directors that the Amendment be approved, (viii) to cause all material respects provide to the Company (1) all information reasonably requested proxies received by the Company that is required to be or customarily disclosed voted in the manner specified by such proxies and all proxies for directorswhich a vote is not specified to be voted for the election of Xxxxxxx as a member of the Company’s Board of Directors and for each other proposal for which the Company’s Board of Directors recommends a vote in favor, candidates (ix) to use its commercially reasonable efforts to cause the 2006 Annual Meeting to be held on May 10, 2006, (x) to use its commercially reasonable efforts to ensure that the Company’s slate of directors is elected at the 2006 Annual Meeting and each other proposal for directorswhich the Company’s Board of Directors recommends a vote in favor are approved by the necessary stockholder vote at the 2006 Annual Meeting, and their affiliates (xi) to cause its Controlled Affiliates and representatives seek to cause its Affiliates, to vote all shares of Common Stock over which they have voting power in favor of the Company’s slate of directors and the Amendment, clauses (i) through (v) above subject to Xxxxxxx’x execution and delivery on or prior to March 31, 2006 of the following documents, each of which has been provided to Xxxxxxx: (a) a proxy statement Form 3, (b) a Power of Attorney (provided that the Greenlight Parties will be provided any filing on the business day prior to the proposed day for the filing thereof in order to review and comment), (c) the Company’s Xxxxxxx Xxxxxxx Policy and acknowledgement form (it being agreed and understood that the Greenlight Parties need only preclear the fact that the Greenlight Parties may trade and not the specific terms of any trades with the General Counsel or other filings under applicable law his designee), (d) the Company’s Code of Business Conduct and Ethics and acknowledgement form, (e) the Company’s standard form of Indemnification Agreement and (f) the Company’s standard form of director and officer questionnaire (collectively with the documents described in clauses (a), (b), (c), (d) and (e) above, the “Board Documents”). If at any time during the Standstill Period, Xxxxxxx is unable to serve, due to death or regulation disability, as a nominee or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company Company, the Greenlight Parties may select a replacement nominee or director (a “Replacement Designee”), as the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibilitycase may be, independence and other criteria applicable subject to directors or such Replacement Designee satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct Guidelines and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by completing the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested informationDocuments. (d) For so long as an SLP Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (aSection 4.07(a) of the Investment Agreement is hereby restated to read as follows: “The Company agrees to appoint to the Board of Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below collectively Beneficially Owns a number of shares of Company Common Stock equal to or greater than the Minimum Ownership Threshold (as defined below) at any such point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after during any such time as the Silver Lake Group collectively Beneficially Owns less than 504% of the number of shares of Company Common Stock then outstanding assuming issuance upon conversion of the Notes Beneficially Owned by the Silver Lake Group of the shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) Silver Lake Group (the “Minimum Ownership Threshold”). ) until such time as the Silver Lake Group collectively Beneficially Owns a number of shares of Company Common Stock that equals or exceeds the Minimum Ownership Threshold (b) Subject provided, that as of such time the Purchaser has not irrevocably waived in a writing delivered to the terms and conditions Company all of its board nomination rights pursuant to this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consentAgreement). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information. (d) For so long as an SLP Affiliated Director is on the Board of Directors, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periodsrights under this Section 4.07(a) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in may become effective and/or lose effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Personsnumber of times.”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees to appoint Zxxxxxx Xxxx to the Board of Directors as the initial Purchaser Designee effective as of no later than forty-five days after the Closing an individual selected in accordance with Section 4.07(c) Date by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. Between the Closing and such appointment, Zxxxxxx Xxxx shall be entitled to attend meetings of the Board of Directors as a non-voting observer and receive all notices of such meetings and related materials provided to the members of the Board of Directors (in each case, except to the extent that such attendance or receipt of notices or materials reasonably would be expected to result in the Company's inability to exercise attorney-client privilege). The Company agrees that, subject to Section 4.07(c), the Purchaser shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of selected by the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does Purchaser and its Affiliates, collectively, do not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group Purchaser and its Affiliates collectively hold or Beneficially Owns Own less than 50% of the number of outstanding shares of Company Common Stock Conversion Shares Beneficially Owned by the Purchaser as of the Closing Date on an as-converted basis (assuming any Subject Securities Beneficially Owned by such Person and its Affiliates collectively immediately following the Closing are converted on a fully physical settlement basis) (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “"Minimum Ownership Threshold”"). (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each the Purchaser Designee in its slate of nominees for election as directors of the Company at each of the Company’s 's meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such the Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors. (c) Each Any Purchaser Designee must be a managing director, officer, employee or advisor director of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s 's appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s 's annual meetings of stockholders (A) the Purchaser and each the Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s 's operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s 's operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each the Purchaser Designee must be qualified to serve as a director of the Company under the DGCL DGCL, the rules of the NYSE and the applicable federal securities laws to the same extent as all other directors of the Company and (C) each the Purchaser Designee must satisfy the requirements set forth in the Company’s 's Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “"Specified Guidelines”") with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no the Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each the Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each the Purchaser Designee in connection with their efforts to provide the requested information. (d) For The Purchaser acknowledges that at all times while serving as a member of the Board of Directors, the Purchaser Designee, solely in his or her individual capacity, will be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of the Board of Directors that are included in the Specified Guidelines as currently in effect with such changes (or such successor policies) as are applicable to all other directors and as are not targeted towards, and are not disproportionately applicable to, the Purchaser Designee. Notwithstanding the foregoing, for so long as an SLP Affiliated Director Purchaser Designee is on the Board of Directors, without limiting Sections 4.02 or 4.03 in any respect, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s 's securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director the Purchaser Designee solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director the Purchaser Designee that are inconsistent with Section 4.14 or the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s 's or its Affiliates’ ' transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s 's death, resignation, disqualification or removal, in each case removal for whatever reasoncause, or if the Purchaser desires to nominate a different individual pursuant to this Section 4.07 to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “"Purchaser Designee” " pursuant to this Section 4.07 (as applicable). (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Directorthe Purchaser Designee, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “"Covered Persons”") may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder equity holder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; , and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim it may have against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provisionPerson. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of arising from the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in hereby acknowledges and agrees to indemnify any Purchaser Designee for actions brought against them for activities contemplated by this Section 4.07(f) and advance any expenses incurred in defense of such claim Purchaser Designee in connection with the defense thereof, in each case solely in their capacity as provided in this provisiona director of the Company, except to the fullest extent that a Covered Person permitted under the laws of the State of Delaware and the Company's Certificate of Incorporation. (g) The Company's obligations under this Section 4.07 with respect to any Purchaser Designee shall terminate and the Purchaser shall have no designation or nomination rights hereunder with respect to the Purchaser Designee if (i) the Purchaser and its Purchaser Affiliates, collectively, cease to hold or Beneficially Own the Minimum Ownership Threshold or (ii) the Purchaser or any of its Purchaser Affiliates, including any Purchaser Designee, is determined by a final, non-appealable order of a Delaware court having competent jurisdiction to be in material breach of any of Sections 4.02 or 4.03, and in such case the Purchaser Designee shall promptly offer to resign from the Board of Directors (or any other judgment and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which is not appealed shall provide for his immediate resignation), it being understood that it shall be in the applicable timeBoard of Directors' sole discretion whether to accept or reject such resignation). If any Purchaser Designee ceases to satisfy in all material respects the conditions and obligations set forth in clauses (c) to have breached through (d) of this Section 4.07(g4.07, the Company may notify the Purchaser thereof and promptly following such notification, (x) in the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his written resignation to the Board of Directors (which case any such advanced expenses shall provide for his immediate resignation), it being understood that it shall be promptly reimbursed in the Board of Directors' sole discretion whether to accept or reject such resignation) and (y) the CompanyPurchaser shall be entitled to fill the vacancy created thereby in accordance with Section 4.07(e). The Purchaser agrees to cause, and agrees to cause its Affiliates to cause, any Purchaser Designee to resign from the Board of Directors if the applicable Purchaser Designee fails to resign if and when requested pursuant to this clause (g). (gh) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees At any time that the Investor is not entitled to appoint to the Board of elect two Preferred Directors as the initial Purchaser Designee effective as of the Closing an individual selected in accordance with Section 4.07(c9(b) of the Certificate of Designations, but the Investor Beneficially Owns shares of Common Stock and/or Shares representing in the aggregate 5% or more of the Total Voting Power of the Company, then the Company agrees that it shall: (a) cause the Board to have at least the number of vacancies (either by taking all necessary action to increase adopting a resolution increasing the size of the Board by up to two members or otherwise as would be required for Preferred Directors in accordance with Section 9(b) of Directors unless there otherwise is a vacancy the Certificate of Designations, as if the Investor Beneficially Owned an equivalent percentage of Voting Stock in the form of Shares entitled to separate series voting; (b) nominate for election to the Board as part of Directors the slate of nominees recommended by the Board and in either event filling use its reasonable best efforts to have elected as members of the vacancy thereby created with such individual. The Company agrees thatBoard: (i) two individuals designated by the Investor until the later of (A) the first anniversary of the Closing and (B) subject to Section 11.6, the date on which the Investor ceases to Beneficially Own Voting Stock representing 15% or more of the Total Voting Power of the Company; or (ii) one individual designated by the Investor if the Investor Beneficially Owns Voting Stock representing, subject to Section 4.07(c)11.6, the Purchaser shall have the right to nominate at each meeting 5% or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Silver Lake Group does not fall below the Minimum Ownership Threshold (as defined below) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member to the Board of Directors from and after such time as the Silver Lake Group collectively Beneficially Owns more but less than 5015% of the number of outstanding shares of Company Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”). (b) Subject to the terms and conditions of this Section 4.07 and applicable law, the Company agrees to include each Purchaser Designee in its slate of nominees for election as directors of the Company at each Total Voting Power of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Designee to the Board of Directors shall not affect the right of the Purchaser to nominate directors for election pursuant to this Section 4.07 in any future election of directors.; (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by the Purchaser recommend that is acceptable to the Nominating and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings stockholders vote in favor of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested persons designated for nomination by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information.Investor; and (d) For so long as an SLP Affiliated Director if, for any reason, a designee of the Investor hereunder is on not elected to the Board of Directorsby the stockholders, (i) then the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect exercise all authority under applicable Law to cause a different designee of the Investor to be elected to the use of Rule 10b5-1 plans Board. Any director so nominated and preclearance or notification elected to the Company Board shall constitute a “Preferred Director” for purposes of any trades in the Company’s securities) or similar guideline or policy with respect Section 11.2 hereof. Notwithstanding anything to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided contrary herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on will the Purchaser’s or its Affiliates’ transfers of securities pursuant Investor be entitled to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable nominate to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next meeting of stockholders of the Company at which the stockholders of the Company hereunder and/or elect the Board of Directors. (e) Subject to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practical be appointed series to the Board of Directors to fill such vacancy and/or be nominated as a Company nominee as a “Purchaser Designee” pursuant to this in accordance with Section 4.07 (as applicable). (f9(b) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind Certificate of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments Designations an aggregate number of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim directors that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Companyexceeds two. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

Board Nomination. (a) The Company agrees to appoint to the Board of Directors For so long as the initial Purchaser Designee effective as Combined Ownership Percentage is equal to or greater than the percentage indicated in the left hand column of the Closing an individual selected in accordance with Section 4.07(c) by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with such individual. The Company agrees thattable below, subject to Section 4.07(c), the Purchaser Stockholder shall have the right to nominate at each meeting or action by written consent at which individuals will be elected members of the Board of Directors one nominee of the Purchaser (for the avoidance of doubt, the Purchaser shall have a right to nominate a member election to the Board that number of Directors if and only so long as directors indicated in the Silver Lake Group does not fall right hand column of the table below the Minimum Ownership Threshold (as defined beloweach a “Director Designee”) at any point in time). Notwithstanding the foregoing, the Purchaser shall not have a right to nominate any member or such higher number of directors to the Board extent permitted under applicable Law and under the rules of Directors from and after such time as any stock exchange on which the Silver Lake Group collectively Beneficially Owns less than 50% of the number of outstanding shares of Company Class A Common Stock Beneficially Owned by the Purchaser and its Affiliates collectively immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock) (the “Minimum Ownership Threshold”)is then listed. (b) Subject In the event of a decrease in the Combined Ownership Percentage reduces the number of Director Designees that Stockholder is entitled to the terms and conditions of this Section 4.07 and applicable lawnominate herein, the Company agrees parties hereto agree that the reduction in the number of Director Designees of shall first be reduced by Stockholder’s right to include each Purchaser Designee nominate an Independent Director, then shall be reduced in its slate of nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company number in accordance with respect to the applicable meeting of stockholders or action by written consentSection 2.2(a). For the avoidance of doubt, failure of in the stockholders of the Company to elect any Purchaser Designee to event that there is a vacancy on the Board of Directors shall and Stockholder is not affect the right of the Purchaser entitled to nominate directors a Director Designee for election pursuant to this Section 4.07 such vacancy, such nomination shall be made in any future election of directors. (c) Each Purchaser Designee must be a managing director, officer, employee or advisor of Silver Lake Technology Management, L.L.C. or other Silver Lake Partners management entity or general partner selected by accordance with the Purchaser that is acceptable to the Nominating policies and Governance Committee of the Board of Directors (or any successor thereto) acting in good faith; provided, that the Company acknowledges that each of the individuals whose names are listed on the list that the Purchaser has separately furnished to the Company and/or its counsel are deemed to satisfy the requirements of, and be acceptable under, this Section 4.07(c) in the absence of any circumstances arising after the date of this Agreement, or in existence as of the date of this Agreement but not known to the Company prior to the date of this Agreement, that in the good faith judgment procedures of the Nominating and Governance Committee of the Board of Directors (or any successor thereto) has a material impact thereon. As a condition to any Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders (A) the Purchaser and each Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its Affiliates and the applicable Purchaser Designee, (B) each Purchaser Designee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company and (C) each Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy (subject to Section 4.02defined below), in each case as currently in effect (the “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board of Directors, and do not by their terms adversely impact any Purchaser Designee relative to all other directors and as are consistent with clause (d) below (for the avoidance of doubt, no Purchaser Designee shall be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations). The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchaser and each Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser Designee in connection with their efforts to provide the requested information. (dc) For so long as an SLP Affiliated Director is on the Board of Directors, (i) the The Company shall not implement take all Necessary Action to ensure that, at any annual or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to the Purchaser or its Affiliates (including a policy that limits, prohibits, restricts Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any SLP Affiliated Director solely in his or her individual capacity, except as provided herein, or that imposes confidentiality obligations on any SLP Affiliated Director that are inconsistent with the Confidentiality Agreement, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by the Purchaser and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchaser’s or its Affiliates’ transfers of securities pursuant to Article V (except as otherwise provided therein with respect to Blackout Periods) and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee (x) accepting an invitation to serve on another board of directors of a company whose principal line(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Purchaser or any of its Affiliates, or (z) failing to offer his or her resignation from the Board of Directors except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board of Directors, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.07 shall not apply to the extent inconsistent with this Section 4.07 (but shall otherwise be applicable to the Purchaser Designee). If the Specified Guidelines are in good faith changed in a manner that results in a Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchaser agrees that it shall not nominate such Purchaser Designee at the next special meeting of stockholders of the Company at which directors are to be elected, subject to the fulfillment of the requirements set forth in Sections 2.2(a), Director Designees are included in the slate of nominees recommended by the Board for election as directors. (d) Any Director Designee (i) shall be reasonably acceptable to the Board’s Nominating and Governance Committee (as defined below), (ii) shall comply in all respects with the Company’s corporate governance guidelines as in effect from time to time, and (iii) with respect to the Independent Directors, shall qualify as “independent” pursuant to Nasdaq Stock Market listing standards. Stockholder shall notify the Company of any proposed Director Designee in writing no later than the latest date on which stockholders of the Company elect may make nominations to the Board in accordance with the Company’s bylaws, together with all information concerning such nominee required to be delivered to the Company by its 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 Directorsthe Company (the “Nominee Disclosure Information”); provided further that in the event that Stockholder fails to provide any such notice, the Director Designee(s) shall be the Person(s) then serving as the Director Designee(s), as applicable, as long as Stockholder provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (e) Subject In the event of the death, disability, resignation or removal of a Director Designee, the Board will take all Necessary Action to elect to the terms and conditions of this Section 4.07, if a vacancy on the Board of Directors is created as a result of a Purchaser Designee’s death, resignation, disqualification or removal, in each case for whatever reason, or if the Purchaser desires to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchaser, the Purchaser and the Company (acting through the Board of Directors) shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Designee director designated by Stockholder, subject to the terms and conditions hereoffulfillment of the requirements set forth in Section 2.2(d), to fill the resulting vacancy, and thereafter such individual shall as promptly as reasonably practical then be appointed to the Board of Directors to fill such vacancy and/or be nominated as deemed a Company nominee as a “Purchaser Designee” pursuant to Director Designee for all purposes under this Section 4.07 (as applicable)Agreement. (f) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that any SLP Affiliated Director, the Purchaser and any SLP Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person and shall indemnify a Covered Person against any claim that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person outside of his or her capacity as a member of the Board of Directors and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors, and waives any claim against each Covered Person and shall indemnify a Covered Person against any claim, that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing solely in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any expenses incurred in defense of such claim as provided in this provision, except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgment which is not appealed in the applicable time) to have breached this Section 4.07(g) in which case any such advanced expenses shall be promptly reimbursed to the Company. (g) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchaser who sign a Joinder) shall not have any rights pursuant to this Section 4.07.