Common use of Representation on the Board of Directors Clause in Contracts

Representation on the Board of Directors. (a) The Company shall cause the Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers shall be entitled to all written materials directors are entitled to receive. (c) The Company shall reimburse each Preferred Director and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors, including without limitation travel and living

Representation on the Board of Directors. Subject to the terms ---------------------------------------- and conditions of this Section 10, and provided that the Chase Entities own at least ten percent (a10%) The Company of the outstanding Common Stock of the Company, at each annual or special meeting of stockholders of Company, or in any written consent executed in lieu of a stockholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Company, each of the FS Entities and the Chase Entities agrees to exercise, or cause to be exercised, voting rights with respect to Voting Securities then owned or held of record by such entity in such a manner that a candidate designated by a majority vote of the shares of Common Stock held by the Chase Entities (the "Majority Chase Entities") shall be elected to fill and continue to hold one of the positions on the Board of Directors of the Company. If at any time from and after the date hereof, the Majority Chase Entities shall notify the FS Entities of their desire to remove any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company, each of the FS Entities agrees to exercise or cause to be exercised voting rights with respect to Voting Securities owned or held of record by such entity so as to remove such director of the Company. If at any time from and after the date hereof, any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company ceases to consist be a director (whether by reason of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, removal or removal of any Preferred Directorotherwise), then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers Majority Chase Entities shall be entitled to all written materials directors are entitled designate a successor director to receive. (c) The Company shall reimburse each Preferred Director fill the vacancy created thereby, and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board FS Entities agrees to exercise its voting rights with respect to Voting Securities owned or held of Directors, including without limitation travel record by such entity so as to elect such designee as a director of Company. The Majority Chase Entities may not assign their rights pursuant to this Section 10 and livingsuch rights will terminate if the Majority Chase Entities hold less than ten percent (10%) of the Company's outstanding Common Stock.