Conditions to Director Rights. The Company’s obligations with respect to this Section 9 shall in each case be subject to (i) such PIMCO Designee’s and such PIMCO Director’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules, and all other criteria and qualifications for service as a director applicable, as in effect as of the date hereof pursuant to the Company’s internal written policies related thereto (a copy of which has been provided to the Initial Lenders), to all non-executive directors of the Company and (ii) the PIMCO Director not being or becoming a director or officer of a Disqualified Institution while such individual remains in his or her role as the PIMCO Director. PIMCO will cause the PIMCO Designee (A) to make himself or herself reasonably available for interviews, (B) to consent to such reference and background checks or other investigations as the Board of Directors may reasonably request of all non-executive directors of the Company in order to determine the PIMCO Designee’s eligibility and qualification to serve as contemplated hereunder, and (C) to provide to the Company a completed copy of the directors and officers questionnaire submitted by the Company to its other directors in the ordinary course of business. No PIMCO Designee shall be eligible to serve as a director if he or she (x) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K under the Securities Act or (y) is subject to any order, judgment, injunction, ruling, writ or decree of any Governmental Authority prohibiting service as a director of any public company. In the event that the PIMCO Director becomes aware that he or she no longer satisfies all the requirements set forth in the immediately preceding sentence, the PIMCO Director shall deliver to the Company an irrevocable letter of resignation resigning automatically and without further action (other than acceptance of the resignation by the Board of Directors), and the Initial Lenders shall be entitled to designate a PIMCO Designee to replace such PIMCO Director and, subject to the terms of this Section 9 and any applicable provisions of the MGCL, the Company shall take such action as is reasonably necessary to cause such PIMCO Designee to be appointed to the Board of Directors, provided that such PIMCO Designee is not an employee, director or Affiliate of...
