Common use of Election of Governors; Terms Clause in Contracts

Election of Governors; Terms. Beginning at the annual meeting of the Members to be held in 2007 (“2007 Annual Meeting”), Governors shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Governors to the extent provided by Section 5.3(a)(iv) below. A Member who is entitled to appoint one or more Governors pursuant to Section 5.3(a)(iv) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Governors by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Governors elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. In order to preserve continuity of governance and the harmonious transition of the reduction of the number of Governors serving the Company from eleven (11) Governors to nine (9) Governors, the terms of the Governors elected at the annual meeting of the members to be held in 2012 shall be staggered such that one-third of the elected Governors (or as nearly as possible) shall be elected annually by the Members at the annual meeting of members to be held in 2013 and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of the annual meeting to be held in 2012 to achieve the desired staggered effect and election matters prescribed by this Agreement.

Election of Governors; Terms. Beginning at the annual meeting of the Members to be held in 2007 (“2007 Annual Meeting”), Governors shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Governors to the extent provided by Section 5.3(a)(iv) below. A Member who is entitled to appoint one or more Governors pursuant to Section 5.3(a)(iv) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Governors by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Governors elected by the Members shall serve three-three- year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. In order to preserve continuity of governance and the harmonious transition of the reduction of the number of Governors serving the Company from eleven (11) Governors to nine (9) Governors, the terms of the Governors elected at the annual meeting of the members to be held in 2012 shall be staggered such that one-third of the elected Governors (or as nearly as possible) shall be elected annually by the Members at the annual meeting of members to be held in 2013 and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of the annual meeting to be held in 2012 to achieve the desired staggered effect and election matters prescribed by this Agreement.

Election of Governors; Terms. Beginning at the annual meeting of the Members to be held in 2007 (“2007 Annual Meeting”), Governors shall be elected by the Members in such manner and for such terms as prescribed by this Agreement, subject to the right of certain Members to appoint Governors to the extent provided by Section 5.3(a)(iv) below. A Member who is entitled to appoint one or more Governors pursuant to Section 5.3(a)(iv) below and such Member’s Affiliates shall not be entitled to vote for the election (or removal) of Governors by the Members, as their right to representation exists in their right of appointment. Except as otherwise provided herein, all Governors elected by the Members shall serve three-year terms and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. In order to preserve continuity of governance and the harmonious transition of the reduction of the number of Governors serving the Company from eleven (11) initial Governors to nine (9) the elected Governors, the initial Board shall designate from among its members the Governors subject to election by the Members pursuant to this Section 5.3(a)(iii) to serve on the Board following Financial Closing until their successors are duly elected and qualified, and the terms of the Governors elected at the annual meeting of the members to be held in 2012 so designated shall be staggered such that one-third of the elected such Governors (or as nearly as possible) shall be elected annually by the Members at the annual meeting of members to be held in 2013 2007 Annual Meeting and continuing each year thereafter. The Board shall adopt nomination, reporting and other election procedures in advance of the annual meeting to be held in 2012 2007 Annual Meeting to achieve the desired staggered effect and election matters prescribed by this Agreement.