Common use of Nominations Clause in Contracts

Nominations. Nominees for Director positions up for election shall be named by the then-current Directors or by a nominating committee established by the Directors. Nominations may also be made by any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of persons for election shall to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be named made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the then-current Board of Directors or by a nominating committee established by any stockholder of the Directors. Nominations may also be made by any Member Corporation entitled to vote in for the election of Directorsdirectors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Any Member that intends Such nominations by any stockholder shall be made pursuant to nominate timely notice in writing to the Secretary of the Corporation. To be timely, a Person for election as a Director may do so only if written stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of such Member’s intent to make such nomination is given the Corporation not less than Forty-Five sixty (4560) days nor more than Ninety ninety (90) days prior to the first day meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the Company for date of the prior yearmeeting was mailed or such public disclosure was made, whichever first occurs. Each such Such stockholder’s notice to the Secretary shall set forth: forth (i) as to each person whom the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting stockholder proposes to nominate the Person specified in the notice; for election or reelection as a director, (iiia) the name, age, business address and residence address of the person, (b) the principal occupation/occupation or employment of each nominee; the person, (ivc) a description the class and number of all arrangements or understandings between shares of capital stock of the Member Corporation which are beneficially owned by the person, and each nominee and (d) any other Person(s) pursuant information relating to which such nominations are to be made; (v) such other information regarding each nominee as would be the person that is required to be included disclosed in a proxy statement filed solicitations for proxies for election of directors pursuant to the proxy rules Rules and Regulations of the Securities and Exchange Commission; Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (viii) as to the stockholder giving the notice (a) the consent name and record address of each nominee to serve as a Director if so elected; the stockholder and (viib) a nominating petition signed the class and dated number of shares of capital stock of the Corporation which are beneficially owned by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filledstockholder. The Company Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Company Corporation to determine the eligibility of such proposed nominee to serve as a Directordirector of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The presiding Officer officer of the Corporation presiding at an annual meeting mayshall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director Manager positions up for election shall be named by the then-current Directors Managers or by a nominating committee established by the DirectorsManagers. Nominations may also be made by any Member entitled to vote in the election of DirectorsManagers. Any Member that intends to nominate a Person for election as a Director Manager may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five sixty (4560) nor more than Ninety ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior yearat which such elections are to be held. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director Manager if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the DirectorManager’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a DirectorManager. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees Prior to the annual meeting of the Members, one or more nominees for the Director positions up for election shall be named by the then-then current Board of Directors or by a nominating committee established by the Board of Directors. Nominations for the election of Directors may also be made by any Member entitled to vote generally in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five sixty (4560) nor more than Ninety ninety (90) days prior to the first day of date which would be one year from the month corresponding to the anniversary date of the past year’s annual meeting of the Company for the prior yearMembers. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director positions up Nominations of candidates for election shall be named by as ----------- Directors of the then-current Directors or by a nominating committee established by the Directors. Nominations Corporation may also be made by the Board or by any Member stockholder entitled to vote at a meeting at which one or more Directors are to be elected (an "Election Meeting"). Nominations made by the Board shall be made at a meeting of the Board or by written consent of Directors in the election lieu of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given meeting, not less than Forty-Five (45) nor more than Ninety (90) thirty days prior to the first day date of an Election Meeting. At the request of the month corresponding to the anniversary date Secretary of the annual meeting of Corporation, each proposed nominee shall provide the Company for Corporation with such information concerning himself as is required, under the prior year. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; , to be included in the Corporation's proxy statement soliciting proxies for his election as a Director. Not less than thirty days prior to the date of an Election Meeting any stockholder who intends to make a nomination at the Election Meeting shall deliver a notice to the Secretary of the Corporation setting forth (vii) the consent name, age, business address, and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are beneficially owned by each such nominee and (iv) such other information concerning each such nominee as would be required, under the rules of the Securities and Exchange Commission, in a proxy statement soliciting proxies for the election of such nominees. Such notice shall include a signed consent to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth Corporation, if elected, of each such nominee. In the proposed nominee event that a person is validly designated as a candidate nominee and shall thereafter become unable or unwilling to stand for election to the Director’s seat to be filledBoard, the Board or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. The Company may require any proposed nominee to furnish such other information as may reasonably be required by If the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer chairman of the meeting may, if the facts warrant, determine Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective such nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interestsvoid.

Nominations. 5.1 Prior to the nomination of any candidate for a position as a member of the Board of Directors, a member of the Supervisory Board, Chairman or Vice-Chairman of the Board of Directors or Chairman or Vice-Chairman of the Supervisory Board, or the Advisor of the Slovak Party Nominees in the Board of Directors, the Party that is entitled to nominate such candidate in accordance with this Agreement shall notify the other Parties of its proposed nominee. The Slovak Party may object to any nominee proposed by the Investor for Director one of these positions up and the Investor may object to any nominee proposed by the Slovak Party for election one of these positions, if the Slovak Party or the Investor, as applicable, has serious reasons to believe that the proposed candidate is not of good character or does not have sufficient knowledge, expertise or experience to occupy the position for which he or she is nominated. In the event of such objection, the nominating Party shall nominate an alternate candidate unless the objection is withdrawn. 5.2 Any objection made under Clause 5.1 shall be named by notified to the then-current Directors Party, whose nomination is objected to within ten (10) Business Days of the date of the notice of proposed nomination. If no objection is raised during such ten (10) Business Day period, or by if the Party or Parties having a nominating committee established by right to object waive that right in writing, then no further objection may be raised to the proposed nomination. 5.3 The provisions of Clauses 5.1 and 5.2 shall apply mutatis mutandis to the nomination of any candidate for a position as a member of the SSE Distribution Board of Directors. Nominations may also be made by any Member entitled to vote , a member of the SSE Distribution Supervisory Board, a member of a Material Subsidiary Board of Directors, a member of a Material Subsidiary Supervisory Board, the General Director or the SSE Distribution General Director, or the Advisor of the Slovak Party Nominees in the election SSE Distribution Board of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior Prior to the first day appointment of the month corresponding to General Director and the anniversary date of the annual meeting senior management of the Company and other SSE Group Companies, the Investor shall consult the nomination of each of the candidates for the prior year. respective positions with the Slovak Party. 5.4 Each such notice Party shall set forth: (i) instruct the name and address members of the Member who intends Board of Directors and the members of the SSE Distribution Board of Directors nominated by it, of the nomination rights and undertakings of the Parties under this Agreement to make be complied with in connection with the nomination; (ii) appointment and recall of the General Director, the SSE Distribution General Director, Chairman and Vice- Chairman of the Board of Directors and the SSE Distribution Board of Directors, members of the Material Subsidiary Boards of Directors, members of the Material Subsidiary Supervisory Boards, or equivalent bodies of the Material Subsidiaries or the Advisor of the Slovak Party Nominees in the Board of Directors or the Advisor of the Slovak Party Nominees in the SSE Distribution Board of Directors. 5.5 No nominee of a representation that Party shall be recalled unless the Member Party which is a holder of record of Units entitled to vote at nominate and recall such meeting and intends nominee in accordance with this Agreement, submitted a proposal thereof. 5.6 Notwithstanding other provisions of this Agreement, upon the request of any Party, the Parties shall procure that any member of the Board of Directors or Supervisory Board be recalled if it has been proved that, in relation to appear in person a member of the Board of Directors or by proxy at a Supervisory Board, he does not meet the meeting to nominate requirements for the Person specified in performance of the notice; (iii) the name, age, address and principal occupation/employment office of each nominee; (iv) a description member of all arrangements a statutory body or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed supervisory body pursuant to the proxy rules laws of the Securities Slovak Republic, or acts in conflict with any such law, regulation or the Articles of Association. 5.7 The Parties shall procure that (a) no member of the Board of Directors, the Supervisory Board, the SSE Distribution Board of Directors or the SSE Distribution Supervisory Board is simultaneously a General Director or SSE Distribution General Director, and Exchange Commission; has any employment relationship with respect to an SSE Group Company (vi) for the consent avoidance of each nominee doubt, this obligation does not apply to serve as a Director if so elected; and (vii) a nominating petition signed and dated the members of the Supervisory Board elected by the holders of at least Five Percent (5%) employees of the then outstanding Units Company and clearly setting forth members of the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required SSE Distribution Supervisory Board elected by the Company to determine the eligibility employees of such proposed nominee to serve as a Director. The presiding Officer SSE Distribution); (b) no person in charge of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority management of the Membership Voting Interestsdistribution system is directly or indirectly involved in the management of the production and supply of electricity of the Company or any Material Subsidiaries.

Nominations. Nominees for Director positions up for election shall be named by the then-current Directors or by a nominating committee established by the Directors. Nominations may also be made by any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five Sixty (4560) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior yearat which such elections are to be held. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees for Director Manager positions up for election shall be named by the then-current Directors Managers or by a nominating committee established by the DirectorsManagers. Nominations may also be made by any Member entitled to vote in the election of DirectorsManagers. Any Member that intends to nominate a Person for election as a Director Manager may do so only if written notice of such Member’s intent to make such nomination is given given, either by personal delivery or by United Stated mail, postage prepaid, to the Secretary of the Company not less than Forty-Five five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as a Director Manager if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the DirectorManager’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a DirectorManager of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing proceduresprocedure, and if he should so determineddetermine, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominees Subject to the rights of Shareholders of any class or series of share having a preference over the Trust’s common shares as to dividends or upon liquidation who will be the only Shareholders entitled to nominate trustees elected by such class or series, nominations for Director positions up for the election shall be named by the then-current Directors or by a nominating committee established by the Directors. Nominations of trustees may also be made by the Board of Trustees or a committee appointed by the Board of Trustees or by any Member Shareholder entitled to vote in the election of Directorstrustees. Any Member that intends However, any Shareholder entitled to vote in the election of trustees at a meeting may nominate a Person for election as a Director may do so only trustee in accordance with procedures set by the Board of Trustees or if written there are none, then by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Trust, and received by the Secretary no later than the close of business on the seventh day following the date on which notice of such Member’s intent a meeting is first given to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior yearShareholders. Each such notice shall set forth: (ia) the name and address of the Member Shareholder who intends to make the nominationnomination and of the person or persons to be nominated; (iib) a representation that the Member Shareholder is a holder of record or beneficial owner of Units shares of the Trust entitled to vote at such meeting (together with such proof thereof as would meet the requirements for proposals that are to be included in the Trust’s proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor to such Rule) and intends to appear in person or by proxy at the meeting to nominate the Person person or persons specified in the notice; (iiic) the nameclass and number of shares held of record, age, address owned beneficially and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which represented by proxy by such nominations are to be made; (v) such other information regarding each nominee Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities record date for the meeting (if such date shall then have been made publicly available) and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filleddate of such notice. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer Chairman of the meeting may, if the facts warrant, determine that Meeting may refuse to acknowledge a nomination was by any Shareholder that is not made in accordance compliance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interestsprocedure.

Nominations. Nominees for Director positions up for election shall be named by the then-current Directors or by a nominating committee established by the Directors. Nominations may also be made by (i) In connection with any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five (45) nor more than Ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior year. Each such notice shall set forth: (i) the name and address stockholders of the Member who intends to make Principal Borrower or any special meeting of the nomination; (ii) a representation that stockholders of the Member is a holder of record of Units entitled to vote Principal Borrower at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations directors are to be made; elected following the First Restated Closing, until such time as both (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (viA) the consent of each nominee to serve as a Director if so elected; aggregate principal amount outstanding under the Notes is less than $5,000,000 and (viiB) a nominating petition signed and dated by the holders Lenders and/or their Affiliates and/or Related Funds beneficially own (within the meaning of at least Five Percent Rule 13d-3 under the ▇▇▇▇ ▇▇▇) less than twenty percent (520%) of the issued and outstanding shares of Common Stock of the Principal Borrower (such date, the “Lender Rights Termination Date”), the Nominating and Corporate Governance Committee of the Board shall recommend the nomination of, and the Board shall nominate for reelection (or election), recommend that the Principal Borrower’s stockholders vote in favor of election to the Board of, and solicit proxies in favor of the election of, and the Principal Borrower and the Board shall otherwise take all actions as are reasonably necessary or desirable to elect, those Lender Designees whose terms of office expire at such stockholder meeting (or, in the discretion of the Agent, such replacements thereof or successors thereto designated by the Agent) to the Board; provided, however, that with respect to any such meeting of the stockholders of the Principal Borrower after the First Stockholders Meeting, in the event that the Board determines in good faith, after consultation with outside legal counsel, that its nomination of a particular Lender Designee would constitute a breach of its fiduciary duties to the Principal Borrower’s stockholders, then outstanding Units the Principal Borrower shall nominate another individual designated for election to the Board by the Agent (subject in each case to this proviso) and clearly setting forth the proposed nominee as a candidate for Board and the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be Principal Borrower shall take all of the actions required by this Section 8.34(c) with respect to the Company to determine the eligibility election at such stockholder meeting of such proposed nominee substitute Lender Designee; and provided, further, that the Board shall only be obligated pursuant to serve as this Section 8.34(c) to nominate for election at such stockholder meeting (and take the other required actions with respect to) two (2) Lender Designees. (ii) The Principal Borrower, the Nominating and Corporate Governance Committee of the Board and the Board shall take all actions (including making any filings and disclosures, and taking any other actions necessary, to comply with applicable laws), so that, upon the Principal Borrower’s hiring and appointment of a Director. The presiding new Chief Executive Officer of the meeting mayPrincipal Borrower as successor to ▇▇▇▇▇▇ ▇▇▇▇, such new Chief Executive Officer shall become a member of the Board (or, if such hiring and appointment occurs prior to the facts warrantdate of the First Stockholders Meeting, determine that no later than such date). The Board shall not nominate for reelection (or election) at the First Stockholders Meeting at least one of the individuals serving as a nomination was not made in accordance with member of the foregoing proceduresBoard as of the date hereof or any other replacement therefor (other than the new Chief Executive Officer). As a result of the foregoing, and if so determinedimmediately following the date of the First Stockholders Meeting, either (A) the defective nomination new Chief Executive Officer of the Principal Borrower shall be disregarded. a member of the Board or (B) there shall be a vacancy on the Board to be filled by the new Chief Executive Officer upon his hiring and appointment. (iii) The amendment or repeal provisions of this Section 5.3 or the adoption of 8.34(c) are in addition to, and shall not limit, any provision inconsistent therewith shall require the approval of a majority rights that any of the Membership Voting InterestsLenders or any of their respective Affiliates or Related Funds may have as a record holder or beneficial owner of shares of Common Stock as a matter of applicable law with respect to the election of directors or otherwise.

Nominations. Nominees for Director positions up for election shall be named by the then-current Directors or by a nominating committee established by the Directors. Nominations may also be made by any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice of such Member’s intent to make such nomination is given not less than Forty-Five sixty (4560) nor more than Ninety ninety (90) days prior to the first day of the month corresponding to the anniversary date of the annual meeting of the Company for the prior yearat which such elections are to be held. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.