Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. (a) The Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (1) person representing the Lender (the each, a “PLBY Board Observer”) to attend and observe participate (but not votein the capacity of a non-voting observer) at in all meetings of Holdings’ Board of Directors (the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof“PLBY Board”), whether in person, by telephone telephone, or otherwise. The Borrower Holdings shall notify provide such PLBY Board Observers the same notice of all such meetings and copies of all such meeting materials distributed to members of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer in writing at least five (5) Business Days in advance of (i) prior to attendance and participation at meetings of the date PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and time for each general or special meeting execution of its board of directors or any committee thereof and other documentation reasonably required by the Borrower, (ii) the adoption of any resolutions shall hold all information and materials disclosed or actions by written consent (describing, delivered to such PLBY Board Observer in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver confidence in accordance with but subject to the Observer all notices provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials delivered to the board of directors may be redacted) or any committees thereof in connection with a board meeting or action portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to be taken by written consentpreserve the attorney-client privilege or if such PLBY Board Observer’s access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, including a draft of any (B) if such material resolutions relates to, or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact portion thereof involves discussions regarding, the board refinancing or restructuring of, or interpretation of directors any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Board. The Credit Parties shall reimburse the PLBY Board Observer for all reasonable and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable documented out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at its participation in any meeting of the board PLBY Board. If it is proposed that any action be taken by written consent in lieu of directors a meeting of the Borrower or committee thereof whichPLBY Board, in the reasonable good faith judgment Holdings shall provide such PLBY Board Observers a copy of the board of directors, written consent at the time such written consent is not appropriate distributed to be discussed in the presence members of the Observer in order PLBY Board. The PLBY Board Observers shall be free to avoid a conflict of interest on contact the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice members of the occurrence of such judgment by PLBY Board and discuss the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerproposed written consent. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower To the extent the Combination Closing Date has occurred, Required Purchasers shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone or otherwise) of the Acquiror at any such meetings. The Borrower Board Observer shall notify be timely notified of the Observer in writing at least five time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any relevant committee thereof and (iithereof) of the adoption of any resolutions or actions by written consent (describing, Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or adoption by consent special and whether telephonic or otherwise), in addition to contact copies of the board records of directors the proceedings or minutes of such meeting, when provided to the members, and discuss the pending actions to be taken. (b) Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Borrower (or its Subsidiaries, as applicable) Issuer shall pay reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting Directors concludes in good faith, upon advice of the board Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of directors its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Borrower Board or committee thereof whichDirectors, in independent auditors and/or legal counsel, as the reasonable good faith judgment Board of Directors may designate and such limitation is reasonably necessary with respect to the board of directorsapplicable matters, or (iii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Acquiror on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without one hand and the Observer being present and any materials delivered to Required Purchasers on the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerother. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Until such time that the HPS Lenders, collectively, have assigned more than 50% of the aggregate outstanding principal amount of the Term Loans held by the HPS Lenders, collectively, as of the Second Amendment Effective Date to Lenders that are not HPS Lenders, the Loan Parties and the Parent Loan Guarantors shall permit allow one (1) person representing the Lender (the “Observer”) representative designated, from time to time, by HPS to attend and observe (but not vote) at participate solely as a non-voting observer in all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors (or other similar body) (the “Board of Directors”) of each of Parent, Holdings and the Borrower (each such meeting, a “Board Meeting”; and such representative, a “Board Observer”); provided that any committee thereof, whether in person, by telephone or otherwise. The Borrower Board Observer shall notify the Observer in writing at least five (5) Business Days in advance of (i) unless such representative is a director, manager, officer or employee of HPS, be subject to the date consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and time for each general (ii) not be entitled to vote on, consent to or special meeting of its otherwise approve any activity or policy taken or adopted by the board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basisthereof. The Borrower shall, and shall concurrently deliver cause Parent and Holdings, to (A) give the Board Observer notice of all Board Meetings at the same time and in the same manner as such notice is furnished to the members of the Board of Directors, (B) provide to the Board Observer all notices notices, documents and any materials delivered information (including proposed written consents) furnished to the members of the Board of Directors of at the same time and in the same manner furnished to such members, (C) permit the Board Observer to participate by telephone in each Board Meeting, (D) provide the Board Observer copies of the minutes of all Board Meetings at the time such minutes are furnished to the members of the Board of Directors, (E) cause regularly-scheduled Board Meetings to be held at least once per calendar quarter and (F) provide the Board Observer with copies of all written consents duly passed by the board of directors (or other similar body) or, to the extent the same are shared with other directors not on such committee (or other similar body), any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft committee of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiariesother similar body) of Parent, as applicable) Holdings or the Borrower. Xxxxxxxx shall pay reimburse the Observer’s Board Observer for all reasonable and documented out-of-pocket expenses (including the cost of travel, meals and lodging) incurred in connection with the Board Observer’s attendance at the Board Meetings. The Borrower shall indemnify the Board Observer to the same extent provided by Parent, Holdings or the Borrower to its directors. Notwithstanding the foregoing, it is understood and agreed that the Board Observer may be excluded from any portion of such meetings. (c) If an issue is a Board Meeting or from receiving any portion of the materials distributed to be discussed or otherwise arises at any meeting the members of the board of directors of to the Borrower or committee thereof whichextent (1) reasonably necessary to preserve legal privilege, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a (2) any conflict of interest may arise (or be perceived to arise), including as to any discussion and/or materials (I) concerning the sale of Parent or any of its Subsidiaries or a material portion of the assets thereof, (II) relating to an actual or potential transaction with a Lender or any Affiliate thereof or other matter in which any Lender or any Affiliate thereof may be involved (including as to discussions or materials regarding this Agreement and the other Loan Documents or the Second Lien Note Purchase Agreement and the Note Documents (as defined therein)), (III) including the Board Observer in the same would adversely affect Parent and/or its applicable subsidiary under applicable Requirements of Law or (IV) relating to the strategy, negotiating positions or similar matters relating to the relationship of Parent or any of its subsidiaries or Affiliates, on the part one hand, with the Lenders or any of their Affiliates and/or the Purchasers under the Second Lien Note Purchase Agreement and/or any of their Affiliates, on the other hand, or (3) required by confidentiality obligations of Parent or any of its Subsidiaries to third parties including Governmental Authorities (so long as such Observer restriction exists or would result has been negotiated in disclosure good faith by Parent and not for the purpose of trade secrets excluding or to preserve an attorney-client privilegelimiting the Board Observer). The Board Observer, then such issue may be discussed without and the Observer being present minutes and any materials written consents delivered to the board of directors pertaining Board Observer pursuant to such issue need not this Section 5.18, shall be delivered subject to the Observerconfidentiality provisions of Section 9.13; provided that (1) the Board Observer may disclose such information and materials to HPS, so long as the HPS Lenders and their respective directors, officers, managers, employees, legal counsel and financial advisors on a “need to know” basis solely in connection with the transactions contemplated hereby, (2) without limiting clause (1) above, the carve-outs set forth in clauses (a) and (e) of Section 9.13 shall not apply, and (3) the Board Observer is given notice shall execute a written acknowledgment (which may be by email) of such confidentiality obligations in favor of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the ObserverBorrower. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Holdings shall permit one (1) person individual representing the Lender Lenders and appointed by the Administrative Agent (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereofHoldings’ Board, whether in person, by telephone or otherwiseotherwise as reasonably requested by the Observer. The Borrower Holdings shall notify the Observer in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least twenty-four (24) hours in advance) of (i) the date and time for each general or special meeting of its board of directors or any committee thereof Holdings’ Board and (ii) the adoption of any resolutions or actions by Holdings’ Board or any committee thereof by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings Concurrently with notice to the member of Holdings’ Board of any such meeting, Holdings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver or cause to be delivered to the Observer all notices and any materials material delivered to the board any members of directors or any committees thereof such Board in connection with a board the applicable meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior Prior to such meeting or adoption by consent written consent, the Observer shall be free to contact the board one or more members of directors Holdings’ Board or committee and discuss the pending actions to be taken. Holdings’ Board may meet in executive session without the Observer present to the extent such Board or committee determines in good faith that the issue to be discussed at such session is not appropriate to be discussed with the Observer because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observer would result in the loss of attorney-client privilege. The Observer may only be excluded from meetings or executive sessions to the extent the matter being discussed is of a type described in clauses (i) or (ii) above. (b) The Borrower (or Holdings reimburse the Observer for its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the Observer’s attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, meetings in the reasonable good faith judgment of the board accordance with Holdings’ policies for reimbursement of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person individual representing the Lender Lenders and appointed by the Administrative Agent (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereofBoard, whether in person, by telephone or otherwiseotherwise as reasonably requested by the Observer. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least twenty-four (24) hours in advance) of (i) the date and time for each general or special meeting of its board of directors or any committee thereof the Board and (ii) the adoption of any resolutions or actions by the Board by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Concurrently with notice of any meeting of the Borrower’s Board, the Borrower shall concurrently deliver or cause to be delivered to the Observer all notices and any materials material delivered to the board any members of directors or any committees thereof such Board in connection with a board the applicable meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior Prior to any such meeting or adoption by consent written consent, the Observer shall be free to contact the board one or more members of directors such Board and discuss the pending actions to be taken. The Borrower’s Board may meet in executive session without the Observer present to the extent such Board determines in good faith that the issue to be discussed at such session is not appropriate to be discussed with the Observer because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observer would result in the loss of attorney-client privilege. The Observer may only be excluded from meetings or executive sessions to the extent the matter being discussed is of a type described in clauses (i) or (ii) above. In the event the Borrower excludes the Observer from any meeting or portion thereof or withholds any information or materials related thereto, the Borrower shall promptly provide to the Observer a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Observer was excluded. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable and documented out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the Observer’s attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in each case in accordance with the reasonable good faith judgment of the board of directors, is not appropriate to be discussed Borrower’s travel policy then in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observereffect. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower During the period commencing upon the Closing and ending on the Board Rights Termination Date (as defined below), the Breitburn Entities shall permit one (1) person representing grant the Lender Purchaser the option and right, exercisable by the Purchaser’s delivering a written notice signed by the Purchaser of such appointment to the Breitburn Entities (the “Observer Notice”), to appoint a single representative, and an alternate to the representative (each, the “Board Observer”) to attend and observe (but not vote) at all meetings (including telephonic) of the BorrowerBoard and each committee of the Board (other than the Conflicts Committee) in an observer capacity. The Observer Notice shall be delivered to the Breitburn Entities prior to the Board Observer’s (attendance at any meeting of the Board or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower Board Observer shall notify not constitute a member of the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors Board or any committee thereof and (ii) shall not be entitled to vote on, or consent to, any matters presented to the adoption of Board or any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action)committee thereof. The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The initial Board Observer shall be free prior to such meeting or adoption by consent to contact the board of directors Cxxxxxx Xxxxxx, and discuss the pending actions to his initial alternate shall be takenRxxxxxx X. Punches. (b) The Borrower Breitburn Entities shall (i) give the Board Observer written notice of each meeting or its Subsidiariesaction taken by written consent at the same time and in the same manner as notice is given to the members of the Board, (ii) provide the Board Observer with copies of all written materials and other information (including copies of minutes of meetings or written consents of the Board and each committee of the Board (other than the Conflicts Committee) given to the members of the Board and each such committee in connection with such meetings or actions taken by written consent) at the same time such materials and information are furnished to such members of the Board and each such committee, and (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as is given to a member of the Board or each such committee, as applicable. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board and any committee of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”). Purchaser shall be responsible for any breach by the Board Observer of the Confidentiality Agreement and for the breach by any Permitted Recipient (as defined in the Confidentiality Agreement) shall pay of their confidentiality obligations. Notwithstanding any rights to be granted or provided to the ObserverBoard Observer hereunder, the Board, the Board’s reasonable out-of-pocket expenses chairman, or any Board committee chairman (including as to the cost material or meeting of travel, meals and lodgingthat committee) in connection with may exclude the attendance of such meetingsBoard Observer from access to any material or meeting or portion thereof. (c) If The rights of the Purchaser contained in this Section 1 and Section 2 shall immediately cease and terminate on the earlier of (i) the Series B Voting Termination Date (unless such Series B Voting Termination Date is solely the result of the conversion of Purchased Units (as defined in the Purchase Agreement) into Common Units pursuant to the Partnership Agreement) or (ii) on or after the initial conversion of Series B Preferred Units held by the Series B Purchasers pursuant to the Partnership Agreement, the date on which the Series B Purchasers no longer own (A) Common Units issued in respect of any such conversion or any prior conversion and (B) Series B Preferred Units on an issue is as-converted basis (based on the Series B Conversion Ratio then in effect) that, together, are equal in number to be discussed seven-and-one-half percent (7.5%) or more of the total number of outstanding Common Units (counting for this purpose in the denominator used to calculate such percentage, all outstanding Series B Preferred Units as though they were outstanding Common Units based on the Series B Conversion Ratio then in effect), regardless of whether such failure to own such number of Common Units results from sales by the Series B Purchasers, dilution as the result of new issuances by the Partnership, or otherwise arises at any meeting of (such earlier date, the board of directors of “Board Rights Termination Date”); provided that, notwithstanding the Borrower or committee thereof whichforegoing, in under no circumstances shall the reasonable good faith judgment of the board of directors, is not appropriate Board Rights Termination Date be deemed to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, have occurred so long as the Observer is given notice Series B Purchasers continue to beneficially own, solely among the Series B Purchasers, the majority of the occurrence Series B Preferred Units issued on the Series B Original Issue Date plus a majority of such judgment by the board of directorsPIK Units, that the Observer is being excusedif any, and that certain materials will not be delivered paid with respect to the Observer. (d) The Series B Preferred Units issued on the Series B Original Issue Date. From and after the Board Rights Termination Date, the rights described of the Purchaser in this Section 7.14 1 and Section 2 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Documentcease.

Board Observation Rights. (a) The Borrower shall permit Agent from time to time, at its option and in its sole discretion, may require that the Parent allow one (1) person representing representative designated by the Lender (the “Observer”) Agent to attend and observe (but not vote) at participate solely as a non-voting observer in all meetings of the Borrower’s Board of the Parent (or its Subsidiarieseach such meeting, as applicable) board of directors a “Board Meeting”; and any committee thereofsuch representative, whether in person, by telephone or otherwisea “Board Observer”). The Borrower Parent shall notify the Observer in writing at least five (5) Business Days in advance of (i) give the date Board Observer notice of all Board Meetings at the same time and time for each general or special meeting in the same manner as such notice is furnished to the Board of its board of directors or any committee thereof and the Parent, (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver provide to the Board Observer all notices notices, documents and any materials delivered information (including proposed written consents) furnished to the board Board of directors or any committees thereof the Parent at the same time and in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior the same manner furnished to such meeting or adoption members, (iii) permit the Board Observer to participate by consent telephone in each Board Meeting, (iv) provide the Board Observer copies of the minutes of all Board Meetings at the time such minutes are furnished to contact the board Board of directors the Parent and discuss (v) provide the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) Board Observer with copies of all written consents duly passed by the Board of the Parent. Xxxxxxxx shall pay reimburse the Observer’s Board Observer for all reasonable and documented out-of-pocket expenses (including the cost of travel, meals and lodging) incurred in connection with the Board Observer’s attendance of such meetings. at the Board Meetings. The Parent shall indemnify the Board Observer to the same extent provided by the Parent to its directors. Notwithstanding the foregoing, the Parent may exclude the Board Observer from access to any material or meeting or portion thereof if: (ci) If an issue is to be discussed or otherwise arises at any meeting the Board of the board Parent concludes in good faith, upon advice of directors its counsel, that such exclusion is necessary to preserve the attorney-client privilege between the Parent or any of the Borrower its Affiliates and its counsel or committee thereof which, in the reasonable good faith judgment of the board of directors, (ii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Parent on the part one hand and the Lenders on the other; provided that the Board Observer may only be excluded from access to the portion of such Observer material or would result in disclosure of trade secrets or meeting (x) as is necessary to preserve an protect such attorney-client privilegeprivilege or (y) as is necessary to avoid such conflict of interest, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observercase may be. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit Permit and hereby grants the Administrative Agent the right to appoint one (1) person representing the Lender authorized representative (the “Non-Voting Observer”) who shall be entitled to attend and observe (but not votebe entitled to vote at) at all meetings each meeting of the Borrower’s (or its Subsidiaries, as applicable) board of directors Borrower Board and any committee thereof, whether to participate in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special telephonic meeting of its board such Borrower Board conducted in accordance with the by-laws of directors or any committee thereof Borrower and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken.applicable law; (b) The Ensure that the Non-Voting Observer receives written notice of all meetings (both regular and special) of the Borrower Board at the same time and in the same manner as notice is given to the members of the Borrower Board; (c) Ensure that the Non-Voting Observer receives all documents, notices, written materials and other information given to members of the Borrower Board (including any committee or subcommittee of the Borrower Board) in connection with each such meeting as if such Non-Voting Observer were a member of the Borrower Board at the same time such materials and information are given to the members of the Borrower Board, whether or not the Non-Voting Observer is attending such meeting; (d) If Borrower proposes to take any action by written consent in lieu of a meeting of the Borrower Board, forward the form of such written consent to the Non-Voting Observer prior to its Subsidiaries, execution and at the same time as applicableit is forwarded to members of the Borrower Board; and (e) shall pay Reimburse the Observer’s Non-Voting Observer for reasonable documented out-of-pocket expenses (including the cost of travel, meals and lodging) incurred in connection with the his attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board Borrower Board. Notwithstanding any other provision of directors this Section 6.8, Borrower shall be entitled to (i) excuse the Non-Voting Observer from any portion of any meeting of the Borrower or committee thereof which, in Board when the reasonable good faith judgment of Borrower Board discusses any matters (A) directly relating to the board of directors, is not appropriate Commitments that could reasonably be expected to be discussed in the presence of the Observer in order to avoid present a conflict of interest for the Non-Voting Observer (based on the part advice of counsel), (B) subject to confidentiality provisions binding upon the Borrower Board which prohibit the disclosure of such matters to the Non-Voting Observer or (C) on which, if the Non-Voting Observer were present during such discussion, would reasonably be likely to result in disclosure of trade secrets or to preserve an the Borrower Board waiving its attorney-client privilege, then provided that, in each case, such issue may be discussed without Non-Voting Observer is given notice of any such meeting described in this clause (i); and (ii) withhold information from the Non-Voting Observer being present and any materials delivered to the board Borrower Board prior to any meeting of directors pertaining to the Borrower Board if there is a reasonable likelihood that the receipt of such issue need not be delivered information by the Non-Voting Observer would create a conflict of interest for the Non-Voting Observer in respect of the Commitments or breach a confidentiality obligation binding upon the Borrower Board which prohibit the disclosure of such matters to the ObserverNon-Voting Observer or result in the Borrower Board waiving its attorney-client privilege, so long as the provided, that, such Non-Voting Observer is given notice of the occurrence withholding of any such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 clause (ii) (except to the extent the giving of such notice by itself would create a conflict of interest). Such Non-Voting Observer shall terminate and be of no further force or effect upon the assignment or transfer not constitute a member of the Lender’s rights Borrower Board and obligations hereunder shall not be entitled to vote on, or under consent to, any other Loan Documentmatters presented to the Borrower Board or committee thereof. The Non-Voting Observers shall adhere to the confidentiality provisions set forth in Section 13.10.

Board Observation Rights. (a) The Borrower shall permit one (1) person representing Beginning on the Lender fifth anniversary of the date on which the Closing occurs (the “ObserverClosing Date”), and for so long as any Preferred Units remain Outstanding (the “Observation Period”), the Kxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Observer Appointment Right”) a representative to attend and observe (but not vote) at all meetings of the Borrower’s Board (or its Subsidiaries, as applicableboth regular and special) board of directors and any committee thereofthereof (other than the Conflicts Committee), whether in personand, by telephone or otherwiseexcept as set forth herein, receive all deliverables provided to the Board and any committee thereof (such representative, the “Board Observer”). The Borrower Board Observer shall notify not constitute a member of the Board and shall not be entitled to vote on, or consent to, any matters presented to the Board. (b) To exercise the Observer in writing at least five Appointment Right, the Preferred Unitholder Representative (5defined below) Business Days in advance shall deliver written notice to the General Partner affirmatively appointing a representative to be the Board Observer. Upon delivery by the Preferred Unitholder Representative, and until the earliest of (i) the resignation or death of such individual serving as the Board Observer, (ii) the removal of such individual serving as the Board Observer by the Preferred Unitholders, as evidenced by a written notice delivered by the Preferred Unitholder Representative to the General Partner or (iii) the end of the Observation Period, such representative shall be the Board Observer. The Purchasers agree to use commercially reasonable efforts to appoint and maintain Mr. Dxxxxx Xxxxx as the Board Observer so long as he is employed by any of the Purchasers or their respective Affiliates in a capacity substantially similar to his position as of the date and of this Agreement; provided that (i) the foregoing shall not apply at any time for each general or special meeting of its board of directors or any committee thereof that Mx. Xxxxx is a Preferred Director and (ii) the adoption Preferred Unitholder Representative may, from time to time, appoint a temporary representative to attend any Board or Committee meeting in place of Mx. Xxxxx as a Board Observer if he is not reasonably able to attend any such meeting. Subject to the preceding sentence, the holder(s) of Outstanding Preferred Units may remove or change the individual serving as the Board Observer for any reason, with or without cause. If for any reason, the individual serving as the Board Representative is removed or otherwise ceases to serve as the Board Representative, the holder(s) of the Outstanding Preferred Units may, by written notice from the Preferred Unitholder Representative in accordance with this Section 1(b), appoint a new Board Observer during the Observation Period. (c) The General Partner shall (i) provide the Board Observer written notice of each meeting of the Board (both regular and special) and each meeting of any resolutions or actions by written consent committee thereof (describingother than the Conflicts Committee), at the same time and in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver same manner as notice is given to the members of the Board or members of the applicable committee, (ii) provide the Board Observer with copies of all notices written materials and any materials delivered other information (including, without limitation, copies of minutes of meetings or written consents of the full Board) given to the board members of directors the Board or any committees members of the applicable committee thereof (other than the Conflicts Committee) in connection with a board meeting such meetings, or action to be in connection with actions taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior in each case, at the same time such materials and information are furnished to such meeting members of the Board or adoption committee thereof, as applicable, whether or not the Board Observer is attending such meeting, and (iii) provide the Board Observer with all rights to attend (whether in person or by consent telephone or other means of electronic communication as provided to contact each other member of the board of directors and discuss Board or committee thereof (other than the pending actions to be taken. (b) The Borrower (or its SubsidiariesConflicts Committee), as applicable) shall pay such meetings of the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals Board and lodging) in connection with the attendance of such meetings. (c) If an issue is any committee thereof. Notwithstanding any rights to be discussed granted or otherwise arises at provided to the Board Observer hereunder, the Kxxxxxx Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith after consultation with outside counsel, that such access would (i) prevent the members of the board of directors of the Borrower Board from engaging in attorney-client privileged communication or committee thereof which, (ii) result in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on with the part Partnership (other than a conflict of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered interest with respect to the board Purchasers’ or any other holder of directors pertaining Preferred Unit’s ownership interest in the Partnership or rights under the Partnership Agreement or this Agreement); provided, that such exclusion shall be limited to the portion of the material or meeting that is the basis for such exclusion and shall not extend to any portion of the material or meeting that does not involve or pertain to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerexclusion. (d) The rights described in this Section 7.14 Board Observer shall terminate agree to maintain the confidentiality of all non-public information and proceedings of the Board and any committee of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of no further force or effect upon a confidentiality agreement, substantially in the assignment or transfer form attached hereto as Annex A (the “Confidentiality Agreement”). The Purchasers shall be responsible for any breach by the Board Observer of the Lender’s rights Confidentiality Agreement and obligations hereunder or under for the breach by any other Loan DocumentPermitted Recipient (as defined in the Confidentiality Agreement) of their confidentiality obligations.

Board Observation Rights. (ai) The Borrower shall permit Permit one (1) person representing observer designated by the Lender Collateral Agent (the “"Board Observer”") to attend and observe any meeting (but not votea "BOD Meeting") at all meetings of the Borrower’s Board of Directors of the Parent (or its Subsidiariesdirect or indirect ultimate parent holding company) or any of its Subsidiaries (or, as applicable) board in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of directors and Directors (or any relevant committee thereof, whether in person, by telephone ) of the Parent (or otherwise. The Borrower shall notify the Observer in writing at least five (5its direct or indirect ultimate parent holding company) Business Days in advance of (i) the date and time for each general or special meeting any of its board of directors or Subsidiaries at any committee thereof and such meetings; (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on hold BOD Meetings no less than a quarterly basis. The Borrower shall concurrently deliver to once per calendar quarter; (iii) notify the Board Observer of the time and place of any BOD Meetings and all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consentthe Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting in a manner consistent with such notice provided to members of the Board of Directors or relevant committee thereof; (iv) provide to the Board Observer all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), including a draft in addition to copies of any material resolutions the records of the proceedings or actions proposed minutes of such meeting, when provided to be adopted by written consent. The the members (it being understood that the Board Observer shall be free prior required to keep such meeting or adoption by consent materials and information confidential in accordance with Section 12.19 of this Agreement); and (v) with respect to contact two BOD Meetings per year, reimburse the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its SubsidiariesBoard Observer, as applicable) shall pay the Observer’s upon request, for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting; provided, that if counsel to the attendance of Parent or such meetings. (c) If an issue is to be discussed Subsidiary advises the Parent or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, such Subsidiary that in the its reasonable good faith judgment of discretion, participation in any BOD Meeting by the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Board Observer or delivery of any document to the Board Observer required pursuant to clause (i) or (iv) above would result in disclosure a waiver of trade secrets or to preserve an attorney-client privilege, then create a conflict of interest or otherwise violate applicable law, the Parent shall notify the Board Observer in writing thereof (which notice shall contain reasonable detail regarding the nature of the issue and the related legal concern) and shall be entitled to exclude the Board Member from the portion of the applicable BOD Meeting during which such issue may be is discussed without and redact the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice portion of the occurrence of relevant documents addressing such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerissue. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower From and after January 1, 2010 until the WCAS Directorship Term End Date, WCAS shall permit be entitled to designate one (1) person representing the Lender observer (the “WCAS Observer”) to attend and observe (but not vote) at attend, as a non-voting observer, all meetings (including participation in telephonic meetings) of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwiseBoard. The Borrower Company shall notify reimburse the WCAS Observer for his or her reasonable out-of-pocket costs incurred in writing at least five (5) Business Days attending such meetings in advance of (i) person in accordance with the date and Company’s expense reimbursement policy applicable to directors in effect from time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be takentime. (b) The Borrower Company shall provide the WCAS Observer with (or its Subsidiaries, as applicablei) shall pay notice of all meetings of the Observer’s reasonable out-of-pocket expenses Board and (including ii) all information delivered to the cost of travel, meals and lodging) in connection with Directors at the attendance of same time such meetingsinformation is distributed to the Board. (c) If an issue is Notwithstanding any other provision of this Section 4.3, the Company shall be entitled to be discussed or otherwise arises at (i) excuse the WCAS Observer from any portion of any meeting of the board of directors of Board, (A) when the Borrower Board discusses any matters directly relating to the Securities or committee thereof whichthe Transaction Documents that could, in the reasonable Board’s good faith judgment determination, present a conflict for the WCAS Observer; or (B) if the WCAS Observer’s participation in such meeting would, in the Board’s good faith determination, reasonably be expected to waive the attorney/client privilege related to communications between the Company and its legal advisors and (ii) withhold information from the WCAS Observer delivered to the Board prior to any meeting of the board Board if the Company believes there is a reasonable likelihood that the receipt of directorssuch information by the WCAS Observer would, is not appropriate to be discussed in the presence of the Observer in order to avoid Board’s good faith determination, create a conflict of interest on for the part of such WCAS Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice respect of the occurrence of such judgment by Securities or the board of directorsTransaction Documents or, that if privileged, would, in the Observer is being excusedBoard’s good faith determination, and that certain materials will not reasonably be delivered expected to effectively waive the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer attorney/client privilege of the Lender’s rights and obligations hereunder or under any other Loan DocumentCompany with respect thereto.

Board Observation Rights. At the Agent’s election, which shall be made for each Fiscal Quarter by providing written notice thereof to the Borrower at least thirty (a30) The Borrower days prior to the beginning of such Fiscal Quarter (or such shorter period agreed by the Borrower), the Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe in person (but not vote) at all meetings or, only in the case of the Borrower’s (BOD Meetings that other board members or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in personobservers are permitted to attend by telephone, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5telephone) Business Days in advance of (i) the date and time for each general any regular or special meeting of its board of directors or any committee thereof and (iia “BOD Meeting”) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower (or committee thereof whichany relevant committees thereof), in except that the reasonable good faith judgment of Board Observer shall not be entitled to vote on matters presented to or discussed by the board of directorsdirectors (or any relevant committee thereof) of the Borrower at any such meetings. For any Fiscal Quarter for which the Agent shall have made such election, is not appropriate the Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be discussed in taken by the presence board of directors (or any relevant committee thereof) of the Borrower at such meeting as if the Board Observer were a member thereof; provided, that, notwithstanding anything to the contrary contained in this Section 6.9, the Board Observer may be excluded from meetings (or a portion thereof) and materials provided to the Board Observer in order connection with such meetings may be redacted to the extent that the board of directors of the Borrower (or any relevant committees thereof) reasonably determines that such exclusion or redaction is necessary (a) to preserve attorney-client privilege or (b) to avoid a conflict of interest on between the part interests of the Borrower or any of its Subsidiaries, as applicable, and those of the Agent or any Lender; provided, further, that such exclusion or redaction shall be limited to the portion of such Observer meeting or would result materials that is the basis for such exclusion or redaction and shall not extend to any portion of such meeting or materials that does not involve or pertain to such exclusion or redaction. Such notice shall describe in disclosure reasonable detail the nature and substance of trade secrets or the matters to preserve an attorney-client privilege, then such issue may be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). In the event the Board Observer being present and is excluded from any meeting or portion thereof or is delivered any redacted information or materials delivered related thereto, the Borrower shall promptly provide to the board of directors pertaining to such issue need not be delivered to the ObserverBoard Observer a general description, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 which shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.be

Board Observation Rights. (a) The Borrower Holdings and the Subsidiaries shall permit one (1) person up to two people representing the Lender Lenders (the “ObserverObservers”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s (or its Subsidiariesany Subsidiary’s, as applicable) board of directors and or any committee thereof, whether in person, by telephone or otherwiseotherwise as requested by any Observer. The Borrower Holdings and the Subsidiaries shall notify the Observer Observers in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least 24 hours in advance) of (i) the date and time for each general or special meeting of its any such board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by any such board of directors or any committee thereof by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings of Holdings’ board of directors shall take place on no less than a quarterly basisthree times per year. The Borrower Holdings and the Subsidiaries shall concurrently deliver to the Observer Observers all notices and any materials delivered to the any such board of directors or any committees committee thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer Observers shall be free prior to such meeting or adoption by written consent to contact the applicable board of directors and/or committee and discuss the pending actions to be taken. As long as Holdings is listed on the NYSE American, New York Stock Exchange or any other stock exchange which requires that such board of directors or committees have the ability to exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present at any time. In the event that Holdings ceases to be listed on a stock exchange which requires, or the stock exchange on which Holdings is listed no longer requires, that such board of directors or committees have the ability to exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present to the extent such board of directors or committee determines in good faith that each of the issues to be discussed at such session is not appropriate to be discussed with the Observers because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observers would result in the disclosure of trade secrets or the loss of attorney-client privilege. In the event Holdings or the Borrower excludes the Observers from any meeting or portion thereof or withholds any information or materials related thereto, Holdings and the Borrower shall promptly provide to the Observers a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Observers were excluded and any such withheld information or materials. (b) The Borrower Holdings (or its Subsidiariesthe Borrower or a Subsidiary, as applicable) shall pay the Observer’s Observers’ reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described Notwithstanding anything in this Section 7.14 to the contrary, in the event neither ROS nor any of its Affiliates is a Lender under this Agreement, the number of Observers pursuant to this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Documentdecrease from two people to one person.

Board Observation Rights. (a) The Borrower Each of OrbiMed and Deerfield shall have the option (exercisable or terminable at any time), but not the obligation, to appoint, and Holdings shall permit the appointment of, one (1) person representing the Lender OrbiMed and one person representing Deerfield (collectively, the “ObserverObservers”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board Supervisory Board of directors and any committee thereofHoldings, whether in person, by telephone or otherwise. The Borrower Holdings shall notify the Observer Observers in writing at least five (5) Business Days the same time and in the same manner as notice is provided to the members of the Supervisory Board in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof the Supervisory Board and (ii) the adoption of any resolutions or actions by written consent (describingconsent, in reasonable detaileach case, which notice may exclude information as to the agenda for such meeting or the nature and substance of such action)resolution or action to the extent necessary to avoid disclosing Inside Information to any Observer that has not elected to receive Inside Information. Following such notice, each Observer will notify Holdings at least five (5) Business Days in advance of such event if such Observer will attend, whether in person, by telephone or otherwise and, to the extent requested by Holdings, will execute and deliver to Holdings a customary acknowledgment of such Observer’s election to receive Inside Information. The general meetings of the Supervisory Board shall take place on no less than a quarterly basis. The Borrower Holdings shall concurrently deliver to the Observer Observers all notices and any materials delivered to the board of directors or any committees thereof Supervisory Board in connection with a board any such meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent, except to the extent that such Observer elects not to attend any such meeting (or receive any such resolutions, actions by written consent or other materials related thereto) in order to avoid receiving Inside Information. The Observer Observers shall be free prior to such meeting or adoption by consent to contact the board of directors Supervisory Board and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) Each Observer shall pay the Observer’s reasonable its own out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower Supervisory Board (or committee thereof any materials are to be distributed at any such meeting) which, in the reasonable good faith judgment of the board of directorsSupervisory Board, is not appropriate to be discussed in the presence of the any Observer in order to avoid a an actual or potential conflict of interest on the part of such Observer or would result in disclosure of trade secrets secrets, or to preserve the extent that attendance by such Observer at any such meeting (or receipt of any such materials) would violate, jeopardize, impair or otherwise adversely affect an attorney-client privilege (or other legally recognized privilege), or to the extent that attendance by such Observer at such meeting (or receipt of any such materials) would cause the Borrower to provide Inside Information to any Observer that has not elected to receive Inside Information, then such issue may be discussed without the such Observer being present present, and any materials delivered to the board of directors Supervisory Board pertaining to such issue need not be delivered to the such Observer, so long as the such Observer is given notice of the occurrence of such judgment by the board of directorsSupervisory Board, that the such Observer is being excused, and that certain materials will not be delivered to the such Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower During the term of this Agreement, Veolia shall permit one (1) person representing have the Lender right to designate a non‑voting observer (the “Board Observer”) to receive notice of and attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, telephonic or electronic) of the Board for the purposes of permitting the Board Observer to have current information with respect to the affairs of Aqua and the actions taken by telephone or otherwisethe Board. The Borrower Board Observer shall notify be an employee of Veolia or its Affiliates. The Board Observer appointed pursuant to this Section 5.5 shall have the Observer right to receive advance copies of all agenda materials and other documents distributed to directors in writing at least five (5) Business Days in advance connection with any meeting and all matters proposed to the Board for their unanimous consent, and all minutes of the proceedings of Aqua, subject to Section 5.5(b). In no event shall the Board Observer: (i) be deemed to be a member of the date and time for each general or special meeting of its board of directors or any committee thereof and Board; (ii) have the adoption right to vote on any matter under consideration by the Board or otherwise have any power to cause Aqua to take, or not to take, any action; or (iii) except as expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to Aqua or its stockholders or any duties (fiduciary or otherwise) otherwise applicable to the directors of Aqua. Veolia shall designate the Board Observer in writing, who shall be an officer or employee of Veolia, and shall not change the Board Observer more than once during any resolutions 12-month period except with the Board’s consent or actions by written consent (describing, in reasonable detail, the nature and substance discontinuation of such action)Board Observer’s employment with Veolia. The general meetings To the extent that Veolia’s Board Observer is no longer employed by Veolia or its Affiliates, or if Veolia wishes to replace the Board Observer and designate a different employee of Veolia or its Affiliates to be the Board Observer, Veolia shall take place on no less than consult with Aqua and the parties agree to work together in good faith to find a quarterly basismutually acceptable replacement; provided, however, that Veolia shall ultimately have the discretion to name such replacement. The Borrower Veolia’s rights under this Section 5.5 shall concurrently deliver be subject to the Observer all notices Board Observer’s execution of an appropriate nondisclosure agreement with Aqua and any materials delivered the Board Observer’s compliance with Aqua’s xxxxxxx xxxxxxx policies applicable to the board members of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be takenBoard. (b) The Borrower Notwithstanding Section 5.5(a), the Chairman of the Board (or its Subsidiaries, as applicablethe “Chairman”) shall pay have the Observer’s right (in his or her reasonable out-of-pocket expenses discretion) to exclude any Board Observer from a portion of a meeting of the Board and withhold information pertaining to such portion of a meeting, if the Chairman determines in good faith that (including i) such portion of the cost meeting relates to conflict of travelinterest matters between Aqua and Veolia, meals and lodgingor (ii) in connection with the attendance of such meetings. (c) If an issue is Board Observer would violate any obligation of Aqua to be maintain the confidentiality of information discussed at such meeting, or otherwise arises at any meeting could cause Aqua to lose the protection of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilegeprivilege or any other privilege that Aqua would otherwise be entitled to assert. In the event the Chairman determines to exclude a Board Observer from a Board meeting, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining Board shall provide notice to such issue need not be delivered to the Observer, so long as the Board Observer is given notice of the occurrence of such judgment by meeting, the board of directors, that portions thereof during which the Board Observer is being excusedwill be excluded, and that certain materials will not be delivered the basis and reason the Chairman determined to the exclude such Board Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit Permit one (1l) person Person, designated by the Lenders, representing the Lender Lenders (the “Observer”) holding at least a majority of the aggregate outstanding principal amount of the Notes to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors of the Borrower and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its the board of directors managers (or directors, as applicable) or any committee thereof and (ii) of the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The In the case of a general meetings meeting, such notice shall take place on no less than a quarterly basisbe given to the Observer at least one (l) week prior to any general meeting; in the case of the approval of resolutions or actions by written consent, such notice shall be given to the Observer at least three (3) Business Days prior to the approval of resolutions or actions by written consent; and in the case of any special meeting, such notice shall be given to the Lenders at the time notice is provided to the board of managers (or directors, as applicable) of such special meeting. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors managers of the Borrower and the OpCo (or any committees thereof in connection with a board meeting or action to be taken by written consentdirectors, as applicable), including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors managers (or directors, as applicable) and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the one (l) Observer’s reasonable out-of-out of pocket expenses (including including, without limitation, the cost of travelairfare, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors managers (or directors, as applicable) of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of managers (or directors, as applicable), is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-attorney client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observerpresent, so long as the Observer is given notice of the occurrence of such judgment by the board of managers (or directors, as applicable) and that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. The Administrative Agent shall be entitled to designate two observers (a) The Borrower shall permit one (1) person representing the Lender (each, a “Board Observer” and, collectively, the “ObserverBoard Observers”) each reasonably acceptable to Administrative Borrower to attend and observe (but not vote) at all meetings (a “BOD Meeting”) of the Borrower’s Board of Directors of the Administrative Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof) each solely in the capacity of a non-voting observer and no Board Observer shall be entitled to vote on any matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone ) of the Administrative Borrower or otherwiseany of its Subsidiaries at any such meetings. The Borrower Board Observers shall notify be timely notified of the Observer in writing at least five (5) Business Days in advance of (i) the date time and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption place of any resolutions or BOD Meetings and will be given written notice of all proposed actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consentthe Board of Directors (or any relevant committee thereof) of the Administrative Borrower and any of its Subsidiaries at such meeting as if each Board Observer were a member thereof. Each Board Observer shall have the right to receive all information provided to the members of the Board of Directors of the Administrative Borrower and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), including a draft in addition to copies of any material resolutions the records of the proceedings or actions proposed minutes of such meeting, when provided to be adopted by written consentthe members, and such Board Observer shall keep such materials and information confidential in accordance with Section 12.19 of this Agreement. The Observer Borrowers shall be free prior to such meeting or adoption by consent to contact reimburse the board of directors Board Observers for all reasonable and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable documented out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting in accordance with the attendance of current Board policy related to reimbursement generally. Notwithstanding the foregoing, with respect to any BOD Meeting or any such meetings. (c) If an issue is to be discussed materials or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof whichinformation, in the reasonable event that the Board of Directors determines in good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid that (i) a conflict of interest on exists with any such Board Observer, including in connection with discussions regarding the part refinancing of, covenant negotiations with respect to, defaults under or amendment, waiver or forbearance negotiations with respect to, the Loan Documents, (ii) such access or materials involves trade secrets, highly confidential or highly sensitive information of the Parent or any other information subject to confidentiality restrictions that would preclude such Observer observer from access thereto or would result in disclosure (iii) the substance of trade secrets the materials or matters to preserve an be discussed during such board meeting requires the preservation of attorney-client privilege, then the Board of Directors reserves the right to exclude such issue may be discussed without the Board Observer being present from access to, and notice of, such discussions and any materials delivered to and information related thereto. The Board Observers shall enter into a customary board observer agreement with the board Administrative Borrower, which agreement shall include confidentiality and assignment of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerinventions provisions. (dg) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer 7.03(a) of the Lender’s rights Financing Agreement is amended and obligations hereunder or under any other Loan Document.restated in its entirety as follows:

Board Observation Rights. (a) The Borrower Administrative Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Borrower (or its Subsidiariesdirect or indirect ultimate parent holding company) or any of its Subsidiaries (or, as applicablein each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) board of directors the Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Borrower (or its direct or indirect ultimate parent holding company) and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) Subsidiaries at such meeting as if the adoption of any resolutions or actions by written consent (describing, Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to such meeting receive all information provided to the members of the Board of Directors or adoption by consent to contact any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiariesdirect or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), as applicable) in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall pay keep such materials and information disclosed at BOD Meetings confidential in accordance with Section 12.19 of this Agreement and shall enter into a board observation agreement with the Observer’s applicable entity which shall address matters related to the receipt of material non-public information. The Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with the attendance of its participation in any such meetingsBOD Meeting. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. Borrower covenants and agrees that, so long as any Loan or any other Liability shall remain unpaid or unsatisfied and so long as Lender has any rights under any Warrant, and subject to receipt of any required FRB approvals, Borrower shall, and shall cause Bank to, give Lender written notice of each meeting of such Person’s board of directors or other governing body (awhich shall be held at least quarterly) The and each committee thereof at the same time and in the same manner as notice is given to the directors or other members thereof (which notice Borrower or Bank, as applicable, shall promptly confirm in writing to Lender), and Borrower shall, and shall cause Bank to, permit one (1) person representing the representative of Lender (the “Observer”) to attend and observe (but not vote) at as an observer all meetings of the Borrowersuch Person’s (or its Subsidiaries, as applicable) board of directors (or other governing body) and all committees thereof. Such representative shall be entitled to receive all written materials and other information (including copies of meeting minutes) given to the directors (or other governing body) or other members thereof in connection with such meetings at the same time such materials and information are given to the directors or other members thereof. If Borrower or Bank proposes to take any action by written consent in lieu of a meeting of such Person’s board of directors (or other governing body) or of any committee thereof, whether in personBorrower shall, by telephone or otherwise. The Borrower and shall notify cause Bank to, give written notice thereof to Lender prior to the Observer in writing at least five (5) Business Days in advance effective date of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written such consent (describing, describing in reasonable detail, detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver Notwithstanding the foregoing, the representative of Lender may be excluded from access to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact portion thereof if the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the applicable board of directors of the Borrower or committee thereof whichBank believes in good faith, in the reasonable good faith judgment upon advice of the board of directorscounsel, that such exclusion is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or reasonably necessary to preserve an the attorney-client privilege, then such issue may be discussed without to comply with applicable law or regulation regarding the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice confidentiality of the occurrence contents of such judgment reports of examination prepared by the board FRB, the FDIC or the DFPR, to maintain the confidentiality of directorsinformation related to a customer of Borrower or Bank, that the Observer is being excused, and that certain materials will not be delivered to the Observeror for other similar reasons. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower During the term of this Agreement, Administrative Agent shall permit have the right to designate one representative to exercise the rights as conferred pursuant to this Section 6.18 (1) person representing the Lender (such representative being referred to as the “ObserverObservation Party”) to attend and observe shall notify the Administrative Loan Party of the identity of such Person. For the avoidance of doubt, the rights granted under this Section 6.18 shall terminate upon the payment in full of the GARJA Note. (b) The board of directors, boards of managers or similar governing bodies of Parent shall hold general meetings at such times and in such manner as they deem necessary or appropriate (but not voteless than once each calendar year) at all meetings for the purpose of discussing the Borrower’s (or its business and operations of Borrowers and Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower Each Loan Party shall notify the Observer in writing at least five (5) Business Days in advance Observation Party of (i) the date and time for each general or special meeting of its board of directors directors, board of managers or any committee thereof and (ii) similar governing body or of the adoption of any resolutions or actions by any such body by written consent (describing, describing in reasonable detail, detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall ) at the time notice is provided to the directors or managers of such Loan Party, and concurrently deliver to the Observer all notices and Observation Party any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consentmanagers of such Loan Party, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer Observation Party shall be free during the period prior to such the meeting or adoption by consent to contact the board directors of directors such Loan Party and discuss the pending actions to be taken. (bc) The Borrower Observation Party shall be entitled to, or to select one representative to, attend (but not vote) in all meetings of the board of directors, board of managers or its Subsidiariesother governing body of each of the Loan Parties, as applicable) including telephonic meetings, and shall pay the Observer’s be entitled to reimbursement for reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) incurred in connection with such attendance and participation. The Observation Party (or its representative) shall be entitled to receive all written materials and other information given to the attendance of participants in such meetings. (cd) If an issue is Notwithstanding the foregoing, the chief executive officer or chairman of the board of directors or managers of Administrative Loan Party, after consultation with outside counsel, shall have the right to be discussed exclude any Observation Party from all or otherwise arises at portions of any meeting of the board of directors of (or similar governing body) or omit to provide the Borrower Observation Party with certain information if such persons believe in good faith that such exclusion or committee thereof whichomission (i) is necessary in order to preserve the attorney-client privilege (provided, however, that, in any case, such Observation Party shall not be excluded unless all other Persons whose receipt of such materials or presence at a meeting would result in a waiver of such privilege are also excluded) or (ii) involves information or analysis that would pose a conflict of interest relating to the reasonable Loans or with respect to any Lender or its representatives or business. Loan Parties shall exercise good faith judgment efforts to minimize all such exclusions. (e) Loan Parties shall pay all reasonable out-of-pocket expenses incurred by each Observation Party or any Lender in connection with the exercise by any Observation Party or any Lender of its rights under this Section 6.18. (f) The parties hereto acknowledge that the Observation Party will become aware of certain confidential, proprietary and/or business sensitive information by virtue of participating in such meetings of the board of directorsdirectors or managers, is not appropriate as the case may be, and receiving the information described herein. In order to be discussed in ensure that such information remains confidential, Administrative Agent and the presence Lenders agree to cause the Observation Party to share such information only with those persons of the Observer in order Administrative Agent and the Lenders who have a reasonable basis to avoid a conflict of interest on the part of need to know such Observer or would result in disclosure of trade secrets or information, and agree to preserve an attorney-client privilegekeep such information confidential, then such issue may be discussed without the Observer being present and any materials delivered to the board same extent that they treat their own confidential information, but not less than a reasonable standard of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observercare. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. Parent shall cause the Lender to have the right to designate one representative, who shall: (a) The Borrower shall permit one receive prior notice (1) person representing no later than such notice is given to the Lender (the “Observer”) to attend and observe (but not vote) at all meetings members of the Borrower’s (or its Subsidiariesboard of directors, the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the board of directors and any of the equityholders of Parent and each committee thereofof such board of directors; (b) be entitled to attend (or, whether in personat the option of such representative, monitor by telephone telephone) all such meetings; (c) receive all notices, information, reports and minutes of meetings, which are furnished (or otherwise. The Borrower shall notify made available) to the Observer in writing at least five (5) Business Days in advance members of (i) the date and time for each general or special meeting of its Parent board of directors or and/or any committee thereof of such board of directors and/or equityholders of Parent at the same time and in the same manner as the same is furnished (or made available) to such members and equity holders; and (iid) be entitled to participate in all discussions conducted at such meetings. If any action is proposed to be taken by the adoption Parent board of any resolutions or actions directors, equityholders and/or committee by written consent (describingin lieu of a meeting, the Parent shall give, or shall cause to be given, written notice thereof to such representative of the Lender, which notice shall describe in reasonable detail, detail the nature and substance of such action). The general meetings proposed action and shall take place on no less be delivered not later than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and date upon which any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft member of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate equityholders and/or committee receives the same. Parent shall furnish, or shall cause to be discussed furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed by a sufficient number of signatories to make it effective. Parent’s board shall meet at least two times per fiscal year and a customary board package shall be provided to each person who participates in each meeting, including to the presence representative of the Observer Lender. Notwithstanding the foregoing, the Lender may be excluded from access to any material or meeting or portion thereof if Parent’s board determines in order to avoid a conflict good faith, upon advice of interest on the part of counsel, that such Observer or would result in disclosure of trade secrets or exclusion is reasonably necessary to preserve an the attorney-client privilege, then such issue may privilege or Parent’s board wishes to discuss the Lender with respect to this Agreement or any Other Document. Any information and materials received pursuant to this Section 6.4 shall be discussed without the Observer being present and any materials delivered subject to the board terms of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice Section 16.16. Each representative of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered Lender referred to the Observer. (d) The rights described in this Section 7.14 6.4 shall terminate acknowledge the confidentiality provisions contained in Section 16.16 hereof and agree in writing to be bound by the terms of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan DocumentSection 16.16 as if such representative was a party to this Agreement.

Board Observation Rights. Until the earlier of (a) The Borrower such date on which neither Vector Capital nor any of its affiliates under common control holds any Loans under the Credit Agreement, and (b) the Subordinated Note Mandatory Prepayment Date (as defined in the Credit Agreement, dated as of May 4, 2018, by and among Vector Fusion Holdings (Cayman), Ltd., Gxxxxxx Sxxxx Lending Partners LLC, Gxxxxxx Sachs, and the other lenders parties thereto), Vector Capital (or its affiliate, including limited partners of Vector, holding a Loan) shall permit have the right to appoint one (1) person representing the Lender observer (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower (the “Board of Directors”), who shall be entitled to attend (or committee thereof whichat the option of such Observer, monitor by telephone) one (1) regularly scheduled meeting per fiscal quarter (the “Quarterly Meetings”) of the Board of Directors (other than any portions of any Quarterly Meeting that (x) involve the exchange of privileged attorney-client information or work product, or (y) are subject to a conflict of interest with a Vector Capital Lender or other Lenders, in the reasonable good faith judgment discretion of the Borrower) but shall not be entitled to vote, and who shall receive all reports, meeting materials (including copies of all board presentations), notices, written consents, minutes and other materials with respect to such Quarterly Meetings (in each case other than any portions of directors, such reports or materials that contain information (i) that is not appropriate subject to be discussed in the presence of the Observer in order to avoid a conflict of interest on with a Vector Capital Lender or other Lenders or (ii) that is subject to the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then in the reasonable discretion of Borrower) as and when provided to the members of the Board of Directors. The Borrower shall reimburse the Observer for the reasonable and documented out-of-pocket travel expenses incurred by any such issue may Observer in connection with such attendance at any in-person Quarterly Meetings, to the extent consistent with the Borrower’s policies of reimbursing directors generally for such expenses. The Board of Directors shall use reasonable commercial efforts to hold at least one regularly scheduled meeting each fiscal quarter, but to the extent that the Board of Directors does not convene (telephonically, in-person or otherwise) during a fiscal quarter, the Observer shall not have any observation rights during such quarter. The Observer shall not have any observer, information, notice or other rights with respect to the meetings of any committees or sub-committees of the Board of Directors, any special meetings of the Board of Directors, or any meetings of the Board of Directors other than the Quarterly Meetings; provided, that if the matters that would normally be discussed without by the Board of Directors at the Quarterly Meeting (i.e., the periodic financial health and performance of Borrower) are instead discussed by the Board of Directors at a special meeting, or by a committee or sub-committee of the Board of Directors, then the Observer being present shall have observer and any materials delivered to the board of directors pertaining to information rights for such issue need not be delivered to the Observerspecial meeting or committee or sub-committee meeting, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) applicable. The rights described set forth in this Section 7.14 shall terminate and be of no further force or effect upon paragraph 1 are the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document“Observer Rights.”

Board Observation Rights. (a) The Borrower Subject to such Board Observer previously delivering to the Company a confidentiality agreement in form of Annex A in accordance with Section 4(a), any Board Observer designated by the Purchaser hereunder shall permit one (1) person representing have the Lender (the “Observer”) right to attend and observe (but not vote) at participate in all meetings (including telephonic meetings) of the Borrower’s (or its Subsidiaries, as applicable) board of directors full Board and any committee thereofthereof (each, whether in person, by telephone or otherwisea “Committee”) during the Board Rights Period. The Borrower Board Observer shall notify not constitute a member of the Observer in writing at least five (5) Business Days in advance of (i) the date Board and time for each general shall not be entitled to vote on, or special meeting of its board of directors or consent to, any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver matters presented to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be takenBoard. (b) The Borrower Provided such Board Observer is not excluded from a meeting or materials in accordance with Section 2(c), the Company shall (i) give the Board Observer notice of any applicable meeting or its Subsidiariesaction taken by written consent at the same time and in the same manner as notice is given to the members of the Board and the members of any applicable Committee, (ii) provide the Board Observer with access to all materials and other information (including access to minutes of meetings or written consents of the full Board and any Committee) given to the members of the Board or members of any Committee, including in connection with such meetings or actions taken by written consent at the same time and in the same manner such materials and information are furnished to such members of the Board or Committee, as applicable, and (iii) shall pay provide the Board Observer with all rights to attend and participate (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with any such meetings as a member of the attendance of such meetingsBoard and any Committee. (c) If an issue Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Company reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would prevent the members of the Board from engaging in attorney-client or solicitor-client privileged communication; provided, however, that such exclusion shall be limited to the portion of the material or meeting that is the basis for such exclusion and shall not extend to any portion of the material or meeting that does not involve or pertain to such exclusion. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Board Observer must notify the Board of any conflicts of interest between the Board Observer or its affiliates and the Company, and if such conflict of interest is to be discussed at a meeting of the Board, the Board reserves the right, in its discretion, to exclude the Board Observer from access to any material or otherwise arises attendance at any meeting or portion thereof and the Board Observer shall recuse himself or herself from any discussions regarding the conflict of interest. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Company reserves the right to exclude the Board Observer from attending or participating in any in camera session or other meeting (or part of a meeting) of the board of directors Board or any Committee where only independent members of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue Board may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerattend. (d) The From and after the Board Rights Termination Date, the rights of the Purchaser to appoint a Purchaser Designated Director or Board Observer in Section 1(a) and the rights of any then-serving Board Observer in Sections 2(a) and Section 2(b) shall cease. (e) Notwithstanding anything to the contrary in this Agreement, any Board Observer in its capacity as a Board Observer shall have (i) no fiduciary duty to the Company or its shareholders and (ii) except as described in this Section 7.14 shall terminate 2, no obligations to the Company or its shareholders under this Agreement, except as to confidentiality in accordance with Section 4(a) and the confidentiality agreement to be entered into by the Board Observer in the form of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.Annex A.

Board Observation Rights. (a) The Borrower Until the consummation of a Qualified IPO, a Non-Qualified IPO, a Qualified Sale of Company or a Non-Qualified Sale of Company, and to the extent that and as long as Baupost Investor holds Notes with an aggregate principal amount equal to at least 50% of the aggregate original principal amount of the Notes held by Baupost Investor as of the Closing Date, Baupost Investor shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of Company (or its Subsidiariesdirect or indirect ultimate parent holding company), as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify except that the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Board Observer shall not be free prior entitled to such meeting vote on matters presented to or adoption discussed by consent to contact the board Board of directors and discuss the pending actions to be taken. (b) The Borrower Directors of Company (or its Subsidiaries, as applicabledirect or indirect ultimate parent holding company) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of at any such meetings. ; provided that the Board Observer may be excluded from access to any material or meeting or portion thereof: (cx) If an issue is to be discussed or otherwise arises at any meeting if the Board of the board of directors of the Borrower or committee thereof which, Directors reasonably determines in the reasonable good faith judgment after seeking the advice of the board of directors, legal counsel that such material or information discussed at such meeting is not appropriate to be discussed in the presence of or to be disclosed to, as applicable, the Board Observer in order to avoid a an actual conflict of interest on in the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the ObserverBaupost Investor, so long as Company notifies the Board Observer is of such determination, and if requested by the Board Observer, uses reasonable efforts to provide a general description of the information discussed at such meeting or materials; and (y) with respect to any discussions or material constituting material non-public information that would prohibit the Baupost Investor’s ability to provide an order to purchase shares of Common Stock in a Qualified IPO or a Non-Qualified IPO. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the occurrence Board of Directors of Company (or its direct or indirect ultimate parent holding company) at such meeting or by any written consent of the Board of Directors as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). The Board Observer shall have the right to receive all information provided to the members of the Board of Directors of Company (or its direct or indirect ultimate parent holding company) (i) in anticipation of or at such meeting (regular or special and whether telephonic or otherwise) and (ii) in connection with seeking and entering into any written consent in lieu thereof, in addition to copies of the records of the proceedings or minutes of such judgment by meeting, when provided to the board of directors, that the Observer is being excusedmembers, and that certain the Board Observer shall keep such materials will and information confidential in accordance with Section 10.17. Company shall reimburse the Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. For avoidance of doubt, the Board Observer shall have no fiduciary duty to Company, its Affiliates or its equityholders and the provisions of this Section 5.12 shall not be delivered deemed to prohibit or restrict the Observer. (d) The rights described right of any Note Party to act by written consent in this Section 7.14 shall terminate and be lieu of no further force or effect upon the assignment or transfer a meeting of the Lender’s rights and obligations hereunder or under any other Loan DocumentBoard of Directors.

Board Observation Rights. For so long as any of the Notes are outstanding, (a) The Borrower York Street Mezzanine Partners, L.P., as a Purchaser (or any Affiliate that is a holder of Notes designated in writing by York Street Mezzanine Partners, L.P.) shall permit have the right to designate one observer to the Board of Directors of the Company. Such observer shall be entitled (1i) person representing to receive contemporaneously the Lender same notice and other materials in respect of all meetings (both regular and special) (or written consents) of the “Observer”Board of Directors of the Company and each committee thereof as are furnished to members of said Board of Directors or such committees, (ii) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board Board of directors Directors of the Company and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (iiiii) the adoption of any resolutions to participate in all discussions conducted at meetings (or with respect to actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent) of the Board of Directors of the Company and each committee thereof; provided, however, such observer shall not constitute a member of such Board of Directors or any committee thereof and shall not be entitled to vote on any matters presented to said Board of Directors or any committee thereof. Notwithstanding anything to the contrary, the rights granted to the observer (including a draft the right to receive all materials, notices, minutes, consents and forms of any material resolutions or actions proposed to be adopted by written consent. The Observer consents in lieu of meetings) shall be free prior temporarily suspended if and to the extent, in the reasonable opinion of the Board of Directors of the Company, the observer’s attendance at any such meeting or adoption by consent portion thereof (i) violates any law or company policy regarding conflicts of interest with interested members of such Board of Directors as applied generally to contact meetings of the board Board of directors and discuss Directors of the pending actions to be taken. Company, or (bii) The Borrower (otherwise could violate the fiduciary duties of the Board of Directors of the Company, or its Subsidiariesconstitute a waiver of any attorney-client privilege that may exist in connection with such meeting or any portion thereof, as applicable) shall pay advised by outside counsel to the Observer’s Company. The reasonable travel and out-of-pocket expenses (including incurred by any such observer in attending any such meetings shall be reimbursed by the cost Company. Following an underwritten public offering of travelthe common stock of the Company, meals and lodging) in connection with York Street Mezzanine Partners, L.P., as Purchaser shall no longer have the attendance right to appoint an observer to the Board of such meetings. (c) If Directors of the Company. In the event that York Street Mezzanine Partners, L.P. or an issue is Affiliate thereof shall no longer be a Purchaser hereunder, the rights of York Street Mezzanine Partners, L.P. to appoint an observer pursuant to this Section 5.18 shall continue to be discussed or otherwise arises at vested in any meeting successor holder of the board of directors Notes, subject to the approval of the Borrower or committee thereof whichCompany, in the reasonable good faith judgment of the board of directors, is any such approvals not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer unreasonably withheld or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerdelayed. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Required Purchasers shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone or otherwise) of the Acquiror at any such meetings. The Borrower Board Observer shall notify be timely notified of the Observer in writing at least five time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any relevant committee thereof and (iithereof) of the adoption of any resolutions or actions by written consent (describing, Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or adoption by consent special and whether telephonic or otherwise), in addition to contact copies of the board records of directors the proceedings or US-DOCS\136735424.9153072643.5 minutes of such meeting, when provided to the members, and discuss the pending actions to be taken. (b) Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Borrower (or its Subsidiaries, as applicable) Issuer shall pay reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting Directors concludes in good faith, upon advice of the board Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of directors its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Borrower Board or committee thereof whichDirectors, in independent auditors and/or legal counsel, as the reasonable good faith judgment Board of Directors may designate and such limitation is reasonably necessary with respect to the board of directorsapplicable matters, or (iii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Acquiror on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without one hand and the Observer being present and any materials delivered to Required Purchasers on the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerother. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Administrative Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but a “BOD Meeting”) of the Board of Directors (or, in each case, any relevant committees thereof), except that the Board Observer shall not votebe entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) at all any such meetings (which shall be held no less than once per quarter). The Board Observer may be excluded from any portion of any BOD Meeting to the extent such exclusion is necessary to preserve attorney-client privilege between the Borrower and its counsel, in each case, in the reasonable determination of the Borrower’s counsel. The Board Observer shall be provided the same notice of the time and place of any BOD Meetings and the same notice of all proposed actions to be taken by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone ) at such meeting (or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or proposed actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including consent without a draft meeting) as the members of any material resolutions or actions proposed to be adopted by written consentthe Board of Directors receive. The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) in anticipation of or at such meeting (regular or adoption by consent special and whether telephonic or otherwise) and copies of the approved minutes of each such meeting. The Board Observer agrees all such information and minutes constitute “Information” under Section 9.12 and agrees to contact the board of directors and discuss the pending actions to be taken. (b) keep them confidential in accordance with Section 9.12. The Borrower (or its Subsidiaries, as applicable) shall pay reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with the its physical attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, such BOD Meeting in the reasonable good faith judgment of the board of directors, is not appropriate accordance with applicable company policies related to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerreimbursement. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Holdings and the Subsidiaries shall permit one (1) person up to two people representing the Lender Lenders (the “ObserverObservers”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s (or its Subsidiariesany Subsidiary’s, as applicable) board of directors and or any committee thereof, whether in person, by telephone or otherwiseotherwise as requested by any Observer. The Borrower Holdings and the Subsidiaries shall notify the Observer Observers in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least 24 hours in advance) of (i) the date and time for each general or special meeting of its any such board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by any such board of directors or any committee thereof by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings of Holdings’ board of directors shall take place on no less than a quarterly basisthree times per year. The Borrower Holdings and the Subsidiaries shall concurrently deliver to the Observer Observers all notices and any materials delivered to the any such board of directors or any committees committee thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer Observers shall be free prior to such meeting or adoption by written consent to contact the applicable board of directors and/or committee and discuss the pending actions to be taken. As long as Holdings is listed on the NYSE MKT, New York Stock Exchange or any other stock exchange which requires that such board of directors or committees have the ability to exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present at any time. In the event that Holdings ceases to be listed on a stock exchange which requires, or the stock exchange on which Holdings is listed no longer requires, that such board of directors or committees have the ability to exclude the Observers in order to be in compliance with applicable stock exchange rules and policies, any such board of directors or committee thereof may meet in executive session without the Observers present to the extent such board of directors or committee determines in good faith that each of the issues to be discussed at such session is not appropriate to be discussed with the Observers because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observers would result in the disclosure of trade secrets or the loss of attorney-client privilege. In the event Holdings or the Borrower excludes the Observers from any meeting or portion thereof or withholds any information or materials related thereto, Holdings and the Borrower shall promptly provide to the Observers a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Observers were excluded and any such withheld information or materials. (b) The Borrower Holdings (or its Subsidiariesthe Borrower or a Subsidiary, as applicable) shall pay the Observer’s Observers’ reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is Notwithstanding anything in this Section 7.16 to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof whichcontrary, in the reasonable good faith judgment event neither ROS nor any of its Affiliates is a Lender under this Agreement, the board number of directors, is not appropriate Observers pursuant to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 7.16 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Documentdecrease from two people to one person.

Board Observation Rights. (a) The Holdings and the Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s (or its Subsidiariesany Subsidiary’s, as applicable) board of directors and or any committee thereof, whether in person, by telephone or otherwiseotherwise as requested by the Observer. The Holdings and the Borrower shall notify the Observer in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least twenty-four (24) hours in advance) of (i) the date and time for each general or special meeting of its any such board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by any such board of directors or any committee thereof by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings of Holdings’ board of directors shall take place on no less than a quarterly basisthree times per year. The Holdings and the Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the any such board of directors or any committees committee thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by written consent to contact the applicable board of directors and/or committee and discuss the pending actions to be taken. Any such board of directors or committee thereof may meet in executive session without the Observer present to the extent such board of directors or committee determines in good faith that each of the issues to be discussed at such session is not appropriate to be discussed with the Observer because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lender with respect thereto or (ii) the discussion of such issue in the presence of the Observer would result in the disclosure of trade secrets or the loss of attorney-client privilege. In the event Holdings or the Borrower excludes the Observer from any meeting or portion thereof or withholds any information or materials related thereto, Holdings and the Borrower shall promptly provide to the Observer a general description, which shall be true and correct in all material respects, of the matters discussed during such meeting or portion thereof at which the Observer was excluded and any such withheld information or materials. (b) The Borrower Holdings (or its Subsidiariesthe Borrower or a Subsidiary, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is The Observer shall be deemed to be discussed or otherwise arises at any meeting a “Receiving Party” for purposes of Sections 7.1 through 7.3 of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to Royalty Agreement and shall be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered subject to the board obligations of directors pertaining to a “Receiving Party” contained in such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observersections. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Authorized Representative shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone or otherwise) of the Acquiror at any such meetings. The Borrower Board Observer shall notify be timely notified of the Observer in writing at least five time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any relevant committee thereof and (iithereof) of the adoption of any resolutions or actions by written consent (describing, Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or adoption by consent special and whether telephonic or otherwise), in addition to contact copies of the board records of directors the proceedings or minutes of such meeting, when provided to the members, and discuss the pending actions to be taken. (b) Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Borrower (or its Subsidiaries, as applicable) Issuer shall pay reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting Directors concludes in good faith, upon advice of the board Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of directors its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Borrower Board or committee thereof whichDirectors, in independent auditors and/or legal counsel, as the reasonable good faith judgment Board of Directors may designate and such limitation is \\4165-2766-4210 v2v5 reasonably necessary with respect to the board of directorsapplicable matters, or (iii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Acquiror on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without one hand and the Observer being present and any materials delivered to Authorized Representative on the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerother. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person individual representing the Lender Lenders and appointed by the Administrative Agent (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereofBoard, whether in person, by telephone or otherwiseotherwise as reasonably requested by the Observer. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance (or, if a shorter notice period is reasonably necessary given the circumstances, as soon as possible and in all circumstances at least twenty-four (24) hours in advance) of (i) the date and time for each general or special meeting of its board of directors or any committee thereof the Borrower’s Board and (ii) the adoption of any resolutions or actions by the Borrower’s Board or any committee thereof by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Concurrently with notice to the member of the Borrower’s Board of any such meeting, the Borrower shall concurrently deliver or cause to be delivered to the Observer all notices and any materials material delivered to the board any members of directors or any committees thereof such Board in connection with a board the applicable meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior Prior to such meeting or adoption by consent written consent, the Observer shall be free to contact one or more members of the board of directors Borrower’s Board or committee and discuss the pending actions to be taken. The Borrower’s Board may meet in executive session without the Observer present to the extent such Board or committee determines in good faith that the issue to be discussed at such session is not appropriate to be discussed with the Observer because (i) such issue directly involves the Loan Documents and discussion thereof would result in a conflict of interest with the Lenders with respect thereto or (ii) the discussion of such issue in the presence of the Observer would result in the loss of attorney-client privilege. The Observer may only be excluded from meetings or executive sessions to the extent the matter being discussed is of a type described in clauses (i) or (ii) above. (b) The Borrower (or shall reimburse the Observer for its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the Observer’s attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of meetings in accordance with the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board Borrower’s policies for reimbursement of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (1) person representing the Lender (the each, a “PLBY Board Observer”) to attend and observe participate (but not votein the capacity of a non-voting observer) at in all meetings of Holdings’ Board of Directors (the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof“PLBY Board”), whether in person, by telephone telephone, or otherwise. The Borrower Holdings shall notify provide such PLBY Board Observers the same notice of all such meetings and copies of all such meeting materials distributed to members of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer in writing at least five (5) Business Days in advance of (i) prior to attendance and participation at meetings of the date PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and time for each general or special meeting execution of its board of directors or any committee thereof and other documentation reasonably required by the Borrower, (ii) the adoption of any resolutions shall hold all information and materials disclosed or actions by written consent (describing, delivered to such PLBY Board Observer in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver confidence in accordance with but subject to the Observer all notices provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials delivered to the board of directors may be redacted) or any committees thereof in connection with a board meeting or action portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to be taken by written consentpreserve the attorney-client privilege or if such PLBY Board Observer's access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, including a draft of any (B) if such material resolutions relates to, or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact portion thereof involves discussions regarding, the board refinancing or restructuring of, or interpretation of directors any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Board. The Credit Parties shall reimburse the PLBY Board Observer for all reasonable and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable documented out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at its participation in any meeting of the board PLBY Board. If it is proposed that any action be taken by written consent in lieu of directors a meeting of the Borrower or committee thereof whichPLBY Board, in the reasonable good faith judgment Holdings shall provide such PLBY Board Observers a copy of the board of directors, written consent at the time such written consent is not appropriate distributed to be discussed in the presence members of the Observer in order PLBY Board. The PLBY Board Observers shall be free to avoid a conflict of interest on contact the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice members of the occurrence of such judgment by PLBY Board and discuss the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerproposed written consent. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person representing Beginning on the Lender third anniversary of the date on which the Closing occurs (the “ObserverClosing Date”), and for so long as any Preferred Units remain Outstanding (the “Observation Period”), the Xxxxxxx Entities hereby grant the holder(s) of the Outstanding Preferred Units the option and right to appoint (the “Observer Appointment Right”) a representative to attend and observe (but not vote) at all meetings of the Borrower’s Board (or its Subsidiaries, as applicableboth regular and special) board of directors and any committee thereofthereof (other than the Conflicts Committee), whether in personand, by telephone or otherwiseexcept as set forth herein, receive all deliverables provided to the Board and any committee thereof (such representative, the “Board Observer”). The Borrower Board Observer shall notify not constitute a member of the Board and shall not be entitled to vote on, or consent to, any matters presented to the Board. (b) To exercise the Observer in writing at least five Appointment Right, the Preferred Unitholder Representative (5defined below) Business Days in advance shall deliver written notice to the General Partner affirmatively appointing a representative to be the Board Observer. Upon delivery by the Preferred Unitholder Representative, and until the earliest of (i) the resignation or death of such individual serving as the Board Observer, (ii) the removal of such individual serving as the Board Observer by the Preferred Unitholders, as evidenced by a written notice delivered by the Preferred Unitholder Representative to the General Partner or (iii) the end of the Observation Period, such representative shall be the Board Observer. The Purchasers agree to use commercially reasonable efforts to appoint and maintain Mr. Xxxxxx Xxxxx as the Board Observer so long as he is employed by any of the Purchasers or their respective Affiliates in a capacity substantially similar to his position as of the date and of this Agreement; provided that (i) the foregoing shall not apply at any time for each general or special meeting of its board of directors or any committee thereof that Mr. Xxxxxx Xxxxx is a Preferred Director and (ii) the adoption Preferred Unitholder Representative may, from time to time, appoint a temporary representative to attend any Board or Committee meeting in place of Xx. Xxxxx as a Board Observer if he is not reasonably able to attend any such meeting. Subject to the preceding sentence, the holder(s) of Outstanding Preferred Units may remove or change the individual serving as the Board Observer for any reason, with or without cause. If for any reason, the individual serving as the Board Representative is removed or otherwise ceases to serve as the Board Representative, the holder(s) of the Outstanding Preferred Units may, by written notice from the Preferred Unitholder Representative in accordance with this Section 1(b), appoint a new Board Observer during the Observation Period. (c) The General Partner shall (i) provide the Board Observer written notice of each meeting of the Board (both regular and special) and each meeting of any resolutions or actions by written consent committee thereof (describingother than the Conflicts Committee), at the same time and in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver same manner as notice is given to the members of the Board or members of the applicable committee, (ii) provide the Board Observer with copies of all notices written materials and any materials delivered other information (including, without limitation, copies of minutes of meetings or written consents of the full Board) given to the board members of directors the Board or any committees members of the applicable committee thereof (other than the Conflicts Committee) in connection with a board meeting such meetings, or action to be in connection with actions taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior in each case, at the same time such materials and information are furnished to such meeting members of the Board or adoption committee thereof, as applicable, whether or not the Board Observer is attending such meeting, and (iii) provide the Board Observer with all rights to attend (whether in person or by consent telephone or other means of electronic communication as provided to contact each other member of the board of directors and discuss Board or committee thereof (other than the pending actions to be taken. (b) The Borrower (or its SubsidiariesConflicts Committee), as applicable) shall pay such meetings of the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals Board and lodging) in connection with the attendance of such meetings. (c) If an issue is any committee thereof. Notwithstanding any rights to be discussed granted or otherwise arises at provided to the Board Observer hereunder, the Xxxxxxx Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith after consultation with outside counsel, that such access would (i) prevent the members of the board of directors of the Borrower Board from engaging in attorney-client privileged communication or committee thereof which, (ii) result in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on with the part Partnership (other than a conflict of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered interest with respect to the board Purchasers’ or any other holder of directors pertaining Preferred Unit’s ownership interest in the Partnership or rights under the Partnership Agreement or this Agreement); provided, that such exclusion shall be limited to the portion of the material or meeting that is the basis for such exclusion and shall not extend to any portion of the material or meeting that does not involve or pertain to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerexclusion. (d) The rights described in this Section 7.14 Board Observer shall terminate agree to maintain the confidentiality of all non-public information and proceedings of the Board and any committee of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of no further force or effect upon a confidentiality agreement, substantially in the assignment or transfer form attached hereto as Annex A (the “Confidentiality Agreement”). The Purchasers shall be responsible for any breach by the Board Observer of the Lender’s rights Confidentiality Agreement and obligations hereunder or under for the breach by any other Loan DocumentPermitted Recipient (as defined in the Confidentiality Agreement) of their confidentiality obligations.

Board Observation Rights. (a) The Borrower Prior to the consummation of a SPAC Transaction, Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of KIN or any of its Subsidiaries (or its Subsidiariesor, as applicable) board of directors and in each case, any committee relevant committees thereof, whether in person, by telephone or otherwise). The Borrower Board Observer shall notify the Observer in writing at least five (5) Business Days in advance not constitute a member of (i) the date and time for each general or special meeting any Board of its board of directors Directors or any committee thereof and (ii) the adoption shall not be entitled to vote on any matters presented at meetings of any resolutions Board of Directors or actions by written any committee or to consent (describing, in reasonable detail, to any matter as to which the nature and substance consent of such action)any Board of Directors or any committee has been requested. The general meetings Board Observer shall take be timely notified of the time and place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer of any BOD Meetings and will be given written notice of all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including the Board of Directors (or any relevant committee thereof) of KIN and any of its Subsidiaries at such meeting as if the Board Observer were a draft of any material resolutions or actions proposed to be adopted by written consentmember thereof. The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors (or any relevant committee thereof) of KIN and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members. Notwithstanding the foregoing, a Board of Directors or committee may withhold information or material from the Board Observer and exclude the Board Observer from any meeting or portion thereof if (as reasonably determined by the applicable Board of Directors or committee and in good faith) access to such information or materials or attendance at such meeting (a) would adversely affect the assertion of the attorney-client or adoption by consent to contact the board of directors work product privilege between KIN or a Subsidiary and discuss the pending actions to be taken. its counsel, or (b) The Borrower (or its Subsidiaries, as applicable) shall pay is subject to a conflict of interest with the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) Agent in connection with discussions regarding the attendance refinancing of such meetings. (c) If an issue is or covenant negotiations with respect to be discussed defaults or otherwise arises at any meeting of potential defaults under or amendment, waiver or forbearance negotiations with respect to the board of directors of the Borrower or committee thereof whichLoan Documents, in the reasonable good faith judgment discretion of the board Board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer Directors (or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials relevant committee thereof). Information delivered to the board of directors pertaining to such issue need not Board Observer shall be delivered subject to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerconfidentiality provisions contained herein. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors of the Company shall hold general meetings (which may be held by conference call) at least quarterly (with the first meeting being held not later than September 30, 2006) for the purpose of discussing the business and any committee thereofoperations of the Company, whether in personand its Subsidiaries. So long as CapitalSouth or Xxxxxxx hold Notes hereunder, each such party shall designate (with written notice to the Company) a Person as such party’s representative to observe the board’s proceedings as contemplated by telephone or otherwisethis section (each representative holding such rights under this Section 6.11, an “Observation Party”). The Borrower Company shall notify the Observer in writing at least five (5) Business Days in advance Investors and each Observation Party of (i) the date and time for each general or special meeting of its board of directors (or any committee thereof and (iithereof) or of the adoption of any resolutions or actions by written consent (describing, describing in reasonable detail, detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall ) at the time notice is provided to the outside directors of the Company or any Subsidiary, as applicable, and concurrently deliver to the Observer all notices and Observation Parties any materials delivered to directors of the board of directors Company or any committees thereof in connection with a board meeting or action to be taken by written consentsuch Subsidiary, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer Each Observation Party shall be free during the period prior to such the meeting or adoption by consent to contact the board directors of directors the Company or such Subsidiary and discuss the pending actions to be taken. (b) The Borrower Each Observation Party shall be entitled to select a representative to attend and participate (but not vote) in all meetings of the board of directors, managers or its Subsidiariesother governing body (including any committee thereof) of each of the Company and each Subsidiary (subject to being excused from time to time as may be necessary to preserve the attorney-client privilege), as applicable) including telephonic meetings, and such representative shall pay the Observer’s be entitled to reimbursement for reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) incurred in connection with such attendance and participation. The representative designated by an Observation Party shall be entitled to receive all written materials and other information given to the attendance of participants in such meetings. (c) If Any assignment of Notes will include the right to appoint an issue Observation Party hereunder, provided that notwithstanding any assignment of Notes by either of CapitalSouth or Xxxxxxx, it is to be discussed or otherwise arises understood that no more than two Observation Parties will have rights hereunder at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observertime. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors (and any committee thereof) of Holdings or any Subsidiary of Holdings, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its the board of directors (or any committee thereof thereof) of Holdings and each Subsidiary and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings of Holdings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting of Holdings and each Subsidiary or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observer shall also be delivered by the Borrower to the Lender. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or Holdings or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors (or any committee thereof) of the Borrower Holdings or committee thereof any Subsidiary of Holdings which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. Administrative Agent may designate one representative (a) The Borrower shall permit one (1) person representing the Lender (herein, the “Designated Observer”) who shall have the right to attend and observe (but not vote) at all meetings participate, in person or by telephone, in each meeting of the Borrower’s Board of Directors of Holdings and each of its Subsidiaries (and each committee of any of such Boards of Directors) in a nonvoting observer capacity. Notwithstanding the foregoing, no failure by Holdings or its Subsidiaries, as applicable) board any Subsidiary of directors and Holdings to comply with the provisions of this Section 5.15 shall affect the validity of any committee thereof, whether in person, by telephone or otherwiseaction taken at any such meeting. The Borrower Designated Observer shall notify the Observer in writing at least five (5) Business Days in advance of be given (i) the date and time for each general or special notice of any meeting of its board any Board of directors or any committee thereof Directors at the same time and in the same manner as such notice is given to all of the relevant directors, and (ii) the adoption of any resolutions or actions all written materials and other information provided by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors Holdings or any committees thereof Subsidiary of Holdings to any of their respective directors in connection with a board meeting or such meetings. If any action is proposed to be taken by written consent, including a draft any such Board of any material resolutions or actions proposed to be adopted Directors by written consentconsent in lieu of a meeting, Holdings or any Subsidiary of Holdings, as the case may be, will give written notice thereof to the Designated Observer at the same time as notice is given to the members of such Board of Directors and will provide a copy of such written consent to the Designated Observer as soon as practicable. The Designated Observer shall be free prior entitled to receive copies of all minutes of such meetings, together with copies of any items distributed to the members of the Board of Directors of such Persons at such meetings, whether or not the Designated Observer attends any such meeting. The Designated Observer shall not constitute a member of such Board of Directors of Holdings or any Subsidiary of Holdings. Each of Holdings and any Subsidiary of Holdings reserves the right to exclude the Designated Observer from access to any material or meeting or adoption by consent portion thereof if Holdings or such Subsidiary believes upon advice from counsel that such exclusion is reasonably necessary to contact preserve the board attorney-client privilege or any confidentiality obligation. The Designated Observer may be required to execute and deliver a customary form of directors confidentiality agreement with Holdings and discuss any Subsidiary of Holdings (for the pending actions to be taken. (b) The avoidance of doubt, such confidentiality obligations thereunder shall survive the termination of this Agreement). Borrower (or its Subsidiaries, as applicable) shall pay reimburse the Observer’s Designated Observer for the reasonable and documented out-of-pocket expenses (including travel expenses) incurred by the cost of travel, meals and lodging) Designated Observer in connection with the attendance at any of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting meetings of the board Board of directors Directors of the Borrower Holdings or committee thereof which, in the reasonable good faith judgment any Subsidiary of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the ObserverHoldings. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Authorized Representative shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Acquiror (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, whether in person, by telephone or otherwise) of the Acquiror at any such meetings. The Borrower Board Observer shall notify be timely notified of the Observer in writing at least five time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any relevant committee thereof and (iithereof) of the adoption of any resolutions or actions by written consent (describing, Acquiror as if the Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Acquiror in anticipation of or at such meeting (regular or adoption by consent special and whether telephonic or otherwise), in addition to contact copies of the board records of directors the proceedings or minutes of such meeting, when provided to the members, and discuss the pending actions to be taken. (b) Board Observer shall keep such materials and information confidential in accordance with Section 12.07. The Borrower (or its Subsidiaries, as applicable) Issuer shall pay reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the Issuer may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting Directors concludes in good faith, upon advice of the board Acquiror’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Acquiror or any of directors its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Borrower Board or committee thereof whichDirectors, in independent auditors and/or legal counsel, as the reasonable good faith judgment Board of Directors may designate and such limitation is reasonably necessary with respect to the board of directorsapplicable matters, or (iii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Acquiror on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without one hand and the Observer being present and any materials delivered to Authorized Representative on the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerother. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall agrees so long as any Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain unpaid or unsatisfied, to permit one (1) person representing individual designated by the Lender Required Lenders and consented to by the Borrower (such consent not to be unreasonably withheld or delayed and it being understood and agreed that the Borrower shall be deemed to have consented to any partner level member of Athyrium serving as such designee) (the “Observer”) to attend and observe (but not vote) at attend, in a nonvoting observer capacity, all meetings of the Borrower’s Board of Directors of the Borrower (or its Subsidiariesthe “Board”), as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors the Board or any committee thereof and (ii) the adoption thereof. Notices of any meetings, written resolutions or and/or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings other materials shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver be given to the Observer all notices and any at the same time as the Borrower provides such materials delivered to the board of directors Board. Notwithstanding the foregoing, Borrower reserves the right to exclude the Observer from access to any material or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee portion thereof whichif, in the reasonable good faith judgment of the board of directorsBoard or any applicable committee thereof, such exclusion is not appropriate necessary to be discussed in preserve the presence of the Observer in order attorney-client privilege, to protect highly confidential proprietary information, to avoid a conflict of interest on the part of such the Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerfor other similar reasons. (db) The Any Observer will agree in writing to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 7.18. Notwithstanding anything else contained in this Agreement to the contrary, the rights described in this Section 7.14 7.18 shall terminate and be of no further force or and effect upon (x) an Event of Default under Section 9.01(o) for which the assignment Administrative Agent and the Lenders have exercised remedies pursuant to Section 9.02 or transfer (y) prepayment in full of the LenderObligations by the Borrower pursuant to Section 2.03(c); provided, that, the Observer’s rights and confidentiality obligations hereunder or under pursuant to the written agreement referenced in clause (b) above shall survive any other Loan Documentsuch termination in accordance with the terms of the applicable written confidentiality agreement.

Board Observation Rights. (a) The Borrower During the period commencing upon the execution and delivery of this Agreement and ending on the Board Rights Termination Date (defined below), the Crestwood Entities shall permit one grant the Purchasers, collectively, the option and right, exercisable, upon written approval of a majority of the then outstanding Preferred Units held, directly or indirectly, by the Purchasers (1) person representing in the Lender aggregate), by delivering a written notice signed by such Purchasers of such appointment to the Crestwood Entities (the “Observer Notice”), to appoint a single representative, who shall be employed by one of the Purchasers (or their Affiliates) at the time of such appointment (the “Board Observer”) ), to attend and observe (but not vote) at all meetings (including telephonic) of the Borrowerfull Board in an observer capacity. The Observer Notice shall be delivered to the Crestwood Entities prior to the Board Observer’s (attendance of any meeting of the full Board. The Board Observer shall not constitute a member of the Board and shall not be entitled to vote on, or its Subsidiariesconsent to, as applicable) board any matters presented to the Board. For the avoidance of directors and doubt, the Board Observer shall have no right to attend any meeting of any committee thereofof the full Board (each, whether in persona “Committee”); provided, by telephone or otherwise. The Borrower however, the Crestwood Entities shall notify the Observer in writing at least five (5) Business Days in advance of (i) give the date Board Observer written notice of the applicable meeting or action taken by written consent of such Committee at the same time and time for each general or special meeting in the same manner as notice is given to the members of its board of directors or any committee thereof such Committee and (ii) with respect to the adoption Audit Committee and the Compensation Committee of any resolutions the Board, provide the Board Observer with copies of all written materials and other information (including, without limitation, copies of minutes of meetings or written consents of such Committee) given to the members of the Audit Committee and the Compensation Committee in connection with such meetings or actions taken by written consent (describing, in reasonable detail, at the nature same time such materials and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior information are furnished to such meeting or adoption by consent to contact members of the board of directors Audit Committee and discuss the pending actions to be takenCompensation Committee. (b) The Borrower Crestwood Entities shall (i) give the Board Observer written notice of the applicable meeting or its Subsidiariesaction taken by written consent at the same time and in the same manner as notice is given to the members of the Board, as applicable(ii) shall pay provide the Observer’s reasonable out-of-pocket expenses Board Observer with copies of all written materials and other information (including including, without limitation, copies of minutes of meetings or written consents of the cost full Board) given to the members of travel, meals and lodging) the Board in connection with such meetings or actions taken by written consent at the attendance same time such materials and information are furnished to such members of the Board, and (iii) provide the Board Observer with all rights to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as a member of the Board. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”); provided, however, upon request from a Purchaser or such Purchaser’s Affiliates, the Board Observer shall provide, on a confidential basis, such non-public material and information to such Purchaser and their Affiliates; provided that such Purchaser and their Affiliates have agreed to comply with and be bound by, in all respects, the Confidentiality Agreement. For the avoidance of doubt, the recipient of such meetingsconfidential information from the Board Observer (whether a Purchaser or a Purchaser Affiliate) may further provide such information to (i) any other Purchaser or Purchaser Affiliate and (ii) any legal counsel that has been engaged by such recipient to discuss such matters or information; provided, that any such recipient in clause (i) or (ii) agrees and acknowledges in writing that they are bound by the provisions of the Confidentiality Agreement. For purposes of this Agreement, “Affiliates” shall have the same meaning ascribed therefor in the Purchase Agreement. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Crestwood Entities reserve the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would (A) prevent the members of the Board from engaging in attorney-client privileged communication or (B) result in a conflict of interest with any Purchaser; provided, however, that such exclusion shall be limited to the portion of the material and/or meeting that is the basis for such exclusion and shall not extend to any portion of the material and/or meeting that does not involve or pertain to such exclusion. The Purchaser then employing the Board Observer agrees to indemnify the Crestwood Entities from any and all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever arising from the breach by the Board Observer of the confidentiality obligations under the Confidentiality Agreement or this Section 1. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described contained in this Section 7.14 1 shall immediately cease and terminate on the earlier of such date (such earlier date, the “Board Rights Termination Date”) as the Purchasers and be of their respective Affiliates no further force or effect upon the assignment or transfer longer own (i) at least 75% of the Lender’s Purchased Units (as defined in the Purchase Agreement) or (ii) a number of Preferred Units, which, if they were converted into Common Units at the then applicable Conversion Ratio (as defined in Amendment No. 3), subject to appropriate adjustments for splits, combinations and other similar transactions, would be equal to 5% or more of the total number of Common Units then outstanding. From and after the Board Rights Termination Date, the rights of the Purchasers in Sections 1(a) and obligations hereunder or under any other Loan Document1(b) shall cease.

Board Observation Rights. (a) The Borrower Required Lenders shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Borrower (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or its Subsidiaries, as applicable) board of directors and any relevant committee thereof, ) of the Borrower at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Borrower as if the Board Observer were a member thereof. The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Borrower in anticipation of or at such meeting (regular or special and whether in person, by telephone telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 9.12. The Borrower shall notify reimburse the Board Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the Borrower may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting Directors concludes in good faith, upon advice of the board of directors of Borrower’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Borrower or committee thereof which, in the reasonable good faith judgment any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the board Board or Directors, independent auditors and/or legal counsel, as the Board of directorsDirectors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is not appropriate to be discussed in the presence of the Observer in order necessary to avoid a conflict of interest between the Borrower on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without one hand and the Observer being present and any materials delivered to Required Lenders on the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerother. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower For so long as there has not been a Comcast Trigger Event, the Network shall permit invite one (1) person representing the Lender representative chosen by Comcast (the “ObserverComcast Representative”) to attend and observe (but not vote) at all meetings of the Borrower’s Board of Managers in a non-voting observer capacity and, in this respect, shall, if there is no Comcast Manager, give such Comcast Representative copies of all notices, minutes, consents and other Board materials that it provides to all Managers (“Board Materials”); provided, however, that the Network reserves the right to withhold any information and to exclude such Comcast Representative from any meeting, or its Subsidiariesany portion thereof, as applicable) board is reasonably determined by the Chairman or a majority of directors and any committee thereofthe Managers to be necessary to retain attorney-client privilege; provided, whether in personfurther, by telephone or otherwise. The Borrower shall notify however, that the Observer in writing at least five (5) Business Days in advance failure of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption Network to provide copies of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver Board Materials to the Observer all notices and Comcast Representative shall not invalidate or form any materials delivered basis for a claim of invalidation of any action taken by the Board. Comcast shall cause any Comcast Representative to the board of directors hold any Confidential Information provided to or learned by any committees thereof Comcast Representative in connection with a board meeting or action Comcast’s rights under this Section 4.20 in confidence to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be takenextent provided in Section 19.3 hereof. (b) The Borrower For so long as there has not been a DIRECTV Trigger Event, the Network shall invite one (1) representative chosen by DIRECTV (the “DIRECTV Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if there is no DIRECTV Manager, give such DIRECTV Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any information and to exclude such DIRECTV Representative from any meeting, or its Subsidiariesany portion thereof, as applicable) is reasonably determined by the Chairman or a majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the failure of the Network to provide copies of any Board Materials to the DIRECTV Representative shall pay not invalidate or form any basis for a claim of invalidation of any action taken by the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) Board. DIRECTV shall cause any DIRECTV Representative to hold any Confidential Information provided to or learned by any DIRECTV Representative in connection with DIRECTV’s rights under this Section 4.20 in confidence to the attendance of such meetingsextent provided in Section 19.3 hereof. (c) If an issue For so long as Constellation (together with its Unit Affiliates) holds greater than fifty (50) percent of the Units acquired by Constellation (and its Unit Affiliates) on the Effective Date, the Network shall invite one (1) representative chosen by Constellation (the “Constellation Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not designated by Constellation, give such Constellation Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any information and to exclude such Constellation Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a majority of the Managers to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate necessary to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an retain attorney-client privilege; provided, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observerfurther, so long as the Observer is given notice of the occurrence of such judgment by the board of directorshowever, that the Observer is being excused, and that certain materials will not be delivered failure of the Network to provide copies of any Board Materials to the ObserverConstellation Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the Board. Constellation shall cause any Constellation Representative to hold any Confidential Information provided to or learned by any Constellation Representative in connection with Constellation’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof. (d) The rights described For so long as Opportunity (together with its Unit Affiliates) holds greater than fifty (50) percent of the Units acquired by Opportunity on the Effective Date, the Network shall invite one (1) representative chosen by Opportunity (the “Opportunity Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this Section 7.14 shall terminate respect, shall, if the Financial Investor Manager is not designated by Opportunity, give such Opportunity Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any information and be of no further force to exclude such Opportunity Representative from any meeting, or effect upon any portion thereof, as is reasonably determined by the assignment Chairman or transfer a majority of the LenderManagers to be necessary to retain attorney-client privilege; provided, further, however, that the failure of the Network to provide copies of any Board Materials to the Opportunity Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the Board. Opportunity shall cause any Opportunity Representative to hold any Confidential Information provided to or learned by any Opportunity Representative in connection with Opportunity’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof. (e) For so long as Pacesetter (together with its Unit Affiliates) holds greater than fifty (50) percent of the Units acquired by Pacesetter on the Effective Date, the Network shall invite one (1) representative chosen by Pacesetter (the “Pacesetter Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not designated by Pacesetter, give such Pacesetter Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any information and obligations hereunder to exclude such Pacesetter Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the failure of the Network to provide copies of any Board Materials to the Pacesetter Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the Board. Pacesetter shall cause any Pacesetter Representative to hold any Confidential Information provided to or learned by any Pacesetter Representative in connection with Pacesetter’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof. (f) For so long as Syndicated (together with its Unit Affiliates) holds greater than fifty (50) percent of the Units acquired by Syndicated on the Effective Date, the Network shall invite one (1) representative chosen by Syndicated (the “Syndicated Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not designated by Syndicated, give such Syndicated Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any other Loan Documentinformation and to exclude such Syndicated Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the failure of the Network to provide copies of any Board Materials to the Syndicated Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the Board. Syndicated shall cause any Syndicated Representative to hold any Confidential Information provided to or learned by any Syndicated Representative in connection with Syndicated’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof. (g) During any period of time in which Radio One does not have the right to designate a majority of the Managers on the Board and for so long as there has not been a Radio One Trigger Event, the Network shall invite one (1) representative chosen by Radio One (the “Radio One Representative”) to attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if there is no Radio One Manager, give such Radio One Representative copies of all Board Materials; provided, however, that the Network reserves the right to withhold any information and to exclude such Radio One Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the failure of the Network to provide copies of any Board Materials to the Radio One Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the Board. Radio One shall cause any Radio One Representative to hold any Confidential Information provided to or learned by any Radio One Representative in connection with Radio One’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof.

Board Observation Rights. (a) The Borrower Collateral Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “"Board Observer”") to attend and observe any regular meeting (but not votea "BOD Meeting") at all meetings of the Borrower’s Board of Directors of the Parent (or its Subsidiariesdirect or indirect ultimate parent holding company) or any of its Subsidiaries (or, as applicablein each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) board of directors the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) Subsidiaries at such meeting as if the adoption of any resolutions or actions by written consent (describing, Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to such meeting receive all information provided to the members of the Board of Directors or adoption by consent to contact any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the board of directors and discuss the pending actions to be taken. (b) The Borrower Parent (or its Subsidiariesdirect or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), as applicable) in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall pay keep such materials and information confidential in accordance with Section 12.19 of this Agreement. The Borrowers shall reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the presiding officer of such meetings. (c) If an issue is to be discussed a BOD Meeting, upon his or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the her reasonable good faith judgment determination that it is necessary to do so (i) to protect confidential information of any Loan Party or information of a third party that a Loan Party is required to keep confidential, may exclude the board Board Observer from any part of directorsa BOD Meeting where such information is discussed or presented or require the Board Observer to execute a non-disclosure agreement in customary form with respect to such information and (ii) to protect the attorney-client privilege or other legal privilege, is not appropriate to be discussed in may exclude the Board Observer from any part of a BOD Meeting where the presence of the Board Observer in order to avoid a conflict of interest on the part of would jeopardize any such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall agrees so long as any Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain unpaid or unsatisfied, to permit one (1) person representing individual designated by the Lender Required Lenders and consented to by the Borrower (such consent not to be unreasonably withheld or delayed and it being understood and agreed that the Borrower shall be deemed to have consented to any representative of SWK serving as such designee) (the “Observer”) to attend and observe (but not vote) at attend, in a nonvoting observer capacity, all meetings of the Borrower’s Board of Directors of the Borrower (or its Subsidiariesthe “Board”), as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors the Board or any committee thereof and (ii) the adoption thereof. Notices of any meetings, written resolutions or and/or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings other materials shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver be given to the Observer all notices and any at the same time as the Borrower provides such materials delivered to the board of directors Board. Notwithstanding the foregoing, Borrower reserves the right to exclude the Observer from access to any material or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee portion thereof whichif, in the reasonable good faith judgment of the board of directorsBoard or any applicable committee thereof, such exclusion is not appropriate necessary to be discussed in preserve the presence of the Observer in order attorney-client privilege, to protect highly confidential proprietary information, to avoid a conflict of interest on the part of such the Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerfor other similar reasons. (db) The Any Observer will agree in writing to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 7.18. Notwithstanding anything else contained in this Agreement to the contrary, the rights described in this Section 7.14 7.18 shall terminate and be of no further force or and effect upon (x) an Event of Default under Section 9.01(o) for which the assignment Administrative Agent and the Lenders have exercised remedies pursuant to Section 9.02 or transfer (y) prepayment in full of the LenderObligations by the Borrower pursuant to Section 2.03(c); provided, that, the Observer’s rights and confidentiality obligations hereunder or under pursuant to the written agreement referenced in clause (b) above shall survive any other Loan Documentsuch termination in accordance with the terms of the applicable written confidentiality agreement.

Board Observation Rights. (a) The Borrower shall permit one Beginning on the date of this Agreement and ending on the date that the Purchaser and its Affiliates (1collectively, the “Purchaser Group Members”) person representing no longer own at least 50% of the Lender Preferred Stock issued to the Purchaser Group Members on the Closing Date (the “Board Rights Termination Date” and such period from the date of this Agreement to the Board Rights Termination Date, the “Observation Period”), the Company hereby grants the Purchaser the option and right, exercisable at any time during the Observation Period by delivering a written notice of such appointment to the Company (the “Observer Notice”), to appoint a single representative (the “Board Observer”) ), to attend and observe (but not vote) at all meetings (including, without limitation, telephonic meetings) of the Borrower’s (full Board during the Observation Period in an observer capacity. The Board Observer shall not constitute a member of the Board and shall not be entitled to vote on, or its Subsidiariesconsent to, as applicable) board any matters presented to the Board. For the avoidance of directors and doubt, the Board Observer shall have no right to attend any meeting of any committee thereofof the full Board (each, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such actiona “Committee”). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Board Observer shall be free prior provided access to such meeting or adoption all Board materials and information as provided on the same terms and in the same manner as provided to the other members of the Board. The Board Observer shall have the right to request to attend the executive sessions of the Board, subject to approval by consent to contact the board of directors and discuss the pending actions to be takenBoard. (b) The Borrower Company shall (i) give the Board Observer notice of the applicable meeting or its Subsidiariesaction taken by written consent at the same time and in the same manner as notice is given to the members of the Board, as applicable(ii) shall pay provide the Observer’s reasonable out-of-pocket expenses Board Observer with access to all materials and other information (including including, without limitation, access to minutes of meetings or written consents of the cost full Board) given to the members of travel, meals and lodging) the Board in connection with such meetings or actions taken by written consent at the attendance same time and in the same manner such materials and information are furnished to such members of the Board, and (iii) provide the Board Observer with all rights to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as a member of the Board. The Board Observer shall agree to maintain the confidentiality of all non-public information and proceedings of the Board and to enter into, comply with, and be bound by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex A (the “Confidentiality Agreement”); provided, however, upon request from any Purchaser Group Member, the Board Observer shall provide, on a confidential basis, such non-public material and information to such Purchaser Group Member; provided that such Purchaser Group Member has agreed to comply with and be bound by, in all respects, the Confidentiality Agreement. For the avoidance of doubt, the recipient of such meetingsconfidential information from the Board Observer may further provide such information to any legal counsel, accountant and financial advisor that has been engaged by such recipient to discuss such matters or information; provided, that any such recipient agrees and acknowledges in writing that they are bound by the provisions of the Confidentiality Agreement. (c) If an issue Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Company reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if the Board reasonably determines, in good faith, that such access would prevent the members of the Board from engaging in attorney-client privileged communication; provided, however, that such exclusion shall be limited to the portion of the material and/or meeting that is the basis for such exclusion and shall not extend to any portion of the material and/or meeting that does not involve or pertain to such exclusion. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Board Observer must notify the Board of any conflicts of interest between the Board Observer or its affiliates and the Company, and if such conflict of interest is to be discussed or otherwise arises at any a meeting of the board of directors of Board, the Borrower Board reserves the right to exclude the Board Observer from access to any material or committee meeting or portion thereof which, in and the reasonable good faith judgment of Board Observer shall recuse himself or herself from any discussions regarding the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerinterest. (d) The From and after the Board Rights Termination Date, the rights of the Purchaser in Sections 1(a) and Section 1(b) shall cease. (e) For the avoidance of doubt, the Board Observer in its capacity as a Board Observer shall have (i) no fiduciary duty to the Company and (ii) no obligations to the Company under this Agreement, except as described in Section 1 of this Section 7.14 shall terminate and be of no further force Agreement, or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under to any other Loan Documentstockholder.

Board Observation Rights. (a) The Borrower Holder shall permit be entitled to have one (1) person representing the Lender or more observers (the “Observer”"Agent Observers") to attend and observe (but not vote) at all meetings any regular meeting of the Members of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Agent Observers shall not be entitled to vote on matters presented to or discussed by the Members of the Borrower at any such meeting. The Agent Observers shall notify be timely notified of the Observer in writing at least five (5) Business Days in advance of (i) the date time and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption place of any resolutions or such meeting and will be given written notice of all proposed actions to be taken by written consent (describing, the Members of the Borrower at any such meeting as if the Agent Observers were members of the Members of the Borrower. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to he discussed and/or voted upon at any such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consentconsent without a meeting). The Agent Observers shall have the right to receive all information provided to the members of the Members of the Borrower in anticipation of or at any such meeting, including a draft in addition to copies of the records of the proceedings or minutes of any material resolutions or actions proposed such meeting, when provided to be adopted by written consentthe members of the Members of the Borrower. The Observer Borrower shall be free prior to such meeting or adoption by consent to contact reimburse the board of directors Agent Observers for all reasonable and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable documented out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with their participation in any such meeting. The Agent Observers shall also have the attendance right to receive all information provided to each member of the Board of Directors of each Subsidiary (if any) of the Borrower (the "Other Boards"), in anticipation of or at all meetings thereof (whether regular or special and whether telephonic or Otherwise), in addition to copies of the records of the proceedings or minutes of such meetings. (c) If an issue is , when provided to the members of such Other Boards. The Borrower will also furnish or will cause to be discussed or otherwise arises at any furnished to Administrative Agent and its counsel a copy of each written consent without a meeting of adopted by the board of directors Members of the Borrower or committee thereof whichany of the Other Boards not later than five (5) days after it has been signed by the last signatory thereto. The Members of the Borrower shall hold a regularly scheduled meeting at least quarterly. The Borrower shall cause an amendment to its organizational documents to effect this schedule if necessary. ln addition, the Company shall schedule, and the Holder shall be entitled to have one or more observers (the ''Operator Observers") attend, a formal planning meeting each fiscal quarter between the Company and the Eagle Operating, Inc., as provided for in the reasonable good faith judgment Acquisition Documents (as defined in the Credit Agreement). The Operator Observers shall be timely notified of the board time and place of directors, is not appropriate any such meeting and will be given written notice of all proposed agenda items. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed in and/or voted upon at any such meeting. The Operator Observers shall have the presence of the Observer in order right to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered receive all information provided to the board Company in anticipation of directors pertaining to or at any such issue need not be delivered to meeting including, reserve reports, seismic information, authorizations for expenditure, well logs, unit plans and design documents. The Company shall reimburse the Observer, so long as the Observer is given notice of the occurrence of Operator Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with their participation in any such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observermeeting. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. The holders of Warrants exercisable for a majority of shares of Common Stock which may be issued pursuant to the Warrants (aor shares of Preferred Stock, if applicable) The Borrower shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend any meeting of the Board (or its direct or indirect ultimate parent holding company) or any of its subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof) of the Company (or its direct or indirect ultimate parent holding company) or any of its subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and observe (but not vote) at all place of any meetings of the Borrower’s Board (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board (or any relevant committee thereof) of the Company (or its Subsidiaries, as applicabledirect or indirect ultimate parent holding company) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) subsidiaries at such meeting as if the adoption of any resolutions or actions by written consent (describing, Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions meeting). Such Board Observer may be excluded from meetings (or actions proposed to be adopted by written consent. The Observer shall be free prior a portion thereof) and materials provided to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) Board Observer in connection with such meetings may be redacted to the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of extent that the board of directors of the Borrower or committee thereof which, Board determines in the reasonable good faith judgment of the board of directors, that such exclusion (or redaction) is not appropriate required (i) to be discussed in the presence of the Observer in order preserve an attorney-client or accountant-client or any other available privilege or (ii) to avoid a conflict of interest on the part of such Observer or would result Board Observer; provided, that in disclosure of trade secrets or to preserve an attorney-client privilege, then any such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to event such issue need not be delivered to the Observer, so long as the Board Observer is given notice of any such exclusion or redaction. Subject to the occurrence foregoing sentence, the Board Observer shall have the right to receive all information provided to the members of the Board of any similar group performance an executive oversight or similar function (or any relevant committee thereof) of the Company (or its direct or indirect ultimate parent holding company) and any of its subsidiaries in anticipation of or at such meeting (whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such judgment by meeting, when provided to the board of directors, that the Observer is being excusedmembers, and that certain the Board Observer shall keep such materials will not be delivered to and proceedings and information confidential. The Company shall reimburse the Observer. (d) The rights described Board Observer for all reasonable out-of-pocket costs and expenses incurred in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer connection with its participation in any meeting of the LenderBoard in accordance with the Company’s rights and obligations hereunder or under any other Loan Documentexpense reimbursement policy for Board members generally.

Board Observation Rights. (a) The Borrower Administrative Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Lead Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Lead Borrower or any of its Subsidiaries, as applicableSubsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) board and will be given written notice of directors all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Lead Borrower and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) Subsidiaries at such meeting as if the adoption of any resolutions or actions by written consent (describing, Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Lead Borrower and any of its Subsidiaries in anticipation of or at such meeting (regular or adoption by consent to contact special and whether telephonic or otherwise). The Board Observer shall keep such materials and information confidential in accordance with Section 12.19 of this Agreement. The Borrowers shall reimburse the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Board Observer shall not be entitled to receive portions of any materials relating to, or be in attendance for any portion of such meetings. any BOD Meetings relating to topics which (ci) If an issue is are subject to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without or (ii) present a conflict of interest for the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Board Observer; provided, so long as the Observer is given notice of the occurrence of such judgment by the board of directorshowever, that the Lead Borrower shall be required to provide the Board Observer with written notice that the Lead Borrower is being excused, and that certain electing to withhold portions of materials will not be delivered from the Board Observer or to exclude the ObserverBoard Observer from portions of BOD Meetings as permitted by this sentence. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Each Credit Party shall permit one (1) person representing a representative designated by the Lender Required Lenders (the “ObserverLender Representative”) to attend and observe (but not vote) at participate in, as a non-voting observer, all meetings of the Borrower’s Board of Directors of each Credit Party and all meetings of any committee of any such Board of Directors, provided that if any Lender holds more than fifty percent (50%) of the outstanding balance of the Loans, that Lender shall designate the Lender Representative. In the event that no Lender holds more than fifty percent (50%) of the outstanding balance of the Loans, the Required Lenders may designate any representative to serve as the Lender Representative. Each Credit Party shall agree to give the Lender Representative the same notice of all such meetings and copies of all materials distributed to members of such Board of Directors at the same time as such notice and materials are given to the members of the applicable Board of Directors, and the Lender Representative will be given the opportunity to participate in any telephonic meetings of each Board of Directors. Each Credit Party shall agree to cause its Board of Directors to meet not less frequently than quarterly. If it is proposed that any action be taken by written consent in lieu of a meeting of any Board of Directors or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower the relevant Credit Party shall notify agree to give written notice thereof to the Observer in writing Lender Representative at least five (5) Business Days in advance Days’ prior to the effective date of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written such consent (describing, describing in reasonable detail, detail the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver Notwithstanding anything herein to the Observer all notices and contrary, the Lender Representative may be excused by the relevant Board of Directors from attending any materials delivered portion of a Board of Directors or committee meeting (i) to the board extent that attendance by the Lender Representative would jeopardize a Credit Party’s ability to assert the attorney-client privilege with respect to matters of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is importance to be discussed or otherwise arises at during a portion of any meeting as determined by the Board of the board of directors of the Borrower or committee thereof which, Directors in the reasonable good faith judgment of or (ii) during which matters relating to the board of directors, is not appropriate Loan Documents are to be discussed in discussed. In addition, no person who serves as the presence of the Observer in order to avoid Lender Representative shall have a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered fiduciary duty to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the ObserverBorrower. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. TheAt the Agent’s election, which shall be made for each Fiscal Quarter by providing written notice thereof to the Borrower at least thirty (a30) The Borrower days prior to the beginning of such Fiscal Quarter (or such shorter period agreed by the Borrower), the Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe in person (but not vote) at all meetings or, only in the case of the Borrower’s (BOD Meetings that other board members or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in personobservers are permitted to attend by telephone, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five telephone) any regular meeting (5a “BOD Meeting”) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower (or committee thereof whichany relevant committees thereof), in except that (i) the reasonable good faith judgment of Board Observer shall not be permitted to attend special BOD Meetings from which all board observers are excluded, and (ii) the Board Observer shall not be entitled to vote on matters presented to or discussed by the board of directorsdirectors (or any relevant committee thereof) of the Borrower at any such meetings. TheFor any Fiscal Quarter for which the Agent shall have made such election, is not appropriate the Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be discussed in taken by the presence board of directors (or any relevant committee thereof) of the Borrower at such meeting as if the Board Observer were a member thereof; provided, that, notwithstanding anything to the contrary contained in this Section 6.9, the Board Observer may be excluded from meetings (or a portion thereof) and materials provided to the Board Observer in order connection with such meetings may be redacted to the extent that the board of directors of the Borrower (or any relevant committees thereof) reasonably determines that such exclusion or redaction is necessary (a) to preserve attorney-client privilege or (b) to avoid a conflict of interest on between the part interests of such Observer the Borrower or would result any of its Subsidiaries, as applicable, and those of the Agent or any Lender. Such notice shall describe in disclosure reasonable detail the nature and substance of trade secrets or the matters to preserve an attorney-client privilege, then such issue may be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting). Subject to the proviso in the second sentence of this Section, the Board Observer being present and any materials delivered shall have the right to receive all information provided to the members of the board of directors pertaining or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such issue need not be delivered meeting, when provided to the Observermembers, so long as and the Board Observer is given notice of the occurrence of shall keep such judgment materials and information confidential in accordance with Section 12.10. The Board Observer shall be identified by the board of directors, Agent and consented to by the Borrower (such consent not to unreasonably delayed or withheld) (it being acknowledged and agreed by the Borrower that Xxxxxx Xxx and Xxxxxxx Xxxxxxxxxxxx are approved to be a Board Observer). The Borrower shall reimburse the Board Observer is being excused, for all reasonable out-of-pocket costs and that certain materials will not be delivered to the Observerexpenses incurred in connection with its participation in any such BOD Meeting. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit one (1) person representing the Lender (the “Observer”) to attend and observe (but not vote) at all meetings of Recro’s (or the Borrower’s (or its the Subsidiaries’, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five two (52) Business Days in advance of (i) the date and time for each general or special meeting of its board such boards of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board boards of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observer shall also be delivered by the Borrower to the Lender. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer, and the Observer is provided a general description, which shall be true and correct in all material respects, of such withheld materials and matters discussed without the Observer present. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Holder shall permit be entitled to have one (1) person representing the Lender or more observers (the “Observer”"Agent Observers") to attend and observe (but not vote) at all meetings any regular meeting of the Members of the Borrower’s (or its Subsidiaries, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Agent Observers shall not be entitled to vote on matters presented to or discussed by the Members of the Borrower at any such meeting. The Agent Observers shall notify be timely notified or the Observer in writing at least five (5) Business Days in advance of (i) the date time and time for each general or special meeting of its board of directors or any committee thereof and (ii) the adoption place of any resolutions or such meeting and will be given w1itten notice of all proposed actions to be taken by written consent (describing, the Members of the Borrower at any such meeting as if the Agent Observers were members of the Members of the Borrower. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at any such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consentconsent without a meeting). The Agent Observers shall have the right to receive all information provided to the members of the Members of the 801Tower in anticipation of or at any such meeting, including a draft in addition to copies or the records of the proceedings or minutes of any material resolutions or actions proposed such meeting, when provided to be adopted by written consentthe members of the Members of the Borrower. The Observer Borrower shall be free prior to such meeting or adoption by consent to contact reimburse the board of directors Agent Observers for all reasonable and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable documented out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with their participation in any such meeting. The Agent Observers shall also have the attendance right to receive all information provided to each member of the Board of Directors of each Subsidiary (if any) of the Borrower (the "Other Boards"), in anticipation of or at all meetings thereof (whether regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meetings. (c) If an issue is , when provided to the members of such Other Boards. The Borrower will also furnish or will cause to be discussed or otherwise arises at any furnished to Administrative Agent and its counsel a copy of each written consent without a meeting of adopted by the board of directors Members of the Borrower or committee thereof whichany of the Other Boards not later than five (5) days after it has been signed by the last signatory thereto. The Members of the Borrower shall hold a regularly scheduled meeting at least quarterly. The Borrower shall cause an amendment to its organizational documents to effect this schedule if necessary. In addition , the Company shall schedule, and the Holder shall be entitled to have one or more observers (the "Operator Observers") attend, a formal planning meeting each fiscal quarter between the Company and the Eagle Operating, Inc., as provided for in the reasonable good faith judgment Acquisition Documents (as defined in the Credit Agreement). The Operator Observers shall be timely notified of the board time and place of directors, is not appropriate any such meeting and will be given written notice of all proposed agenda items. Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed in and/or voted upon at any such meeting. The Operator Observers shall have the presence of the Observer in order right to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered receive all information provided to the board Company in anticipation of directors pertaining to or at any such issue need not be delivered to meeting including, reserve reports, seismic information, authorizations for expenditure, well logs, unit plans and design documents. The Company shall reimburse the Observer, so long as the Observer is given notice of the occurrence of Operator Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with their participation in any such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observermeeting. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit allow one (1) person representing representative designated by the Lender Administrative Agent (the “ObserverBoard Representative”) to attend and observe (but not vote) at all in an observer capacity any annual or quarterly meetings of the Board of Directors or any similar governing body of Borrower’s . Borrower shall (i) give the Board Representative notice of all such annual and quarterly meetings, at the same time as furnished to the attendees, directors, officers or its Subsidiariesstockholders, as applicable) board , of directors and any committee thereofBorrower, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) provide to the adoption Board Representative all notices, documents and information furnished to the attendees, directors, officers or stockholders, as applicable, of any resolutions Borrower, whether at or actions by written consent (describingin anticipation of a meeting, in reasonable detailat the same time furnished to such directors, officers, or stockholders, as applicable; provided, that, with respect to monthly meetings of the Board of Directors, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently only be required pursuant to this clause (ii) to deliver to the Observer all notices and any materials delivered Board Representative the monthly information packet provided to the board Board of directors or any committees thereof Directors in connection with a board such monthly meeting, (iii) provide the Board Representative copies of the minutes of all such annual and quarterly meetings at the time such minutes are furnished to the attendees of such meeting or action (if any) and (iv) reimburse the Board Representative for all reasonable expenses and all reasonable out of pocket expenses related to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consentthe foregoing for the Board Representative. The Observer Board Representative shall be free during the period prior to such the meeting or adoption by consent to contact the board directors or officers, as applicable, of directors Borrower and its Subsidiaries and discuss the pending actions to be taken. . Notwithstanding the foregoing, the Board Representative may be excused by the Borrower’s Board of Directors from attending any portion of a board meeting and certain materials may be withheld or redacted from distribution under this Section 8.19 to the extent that (bi) The Borrower (such attendance or its Subsidiaries, as applicable) shall pay disclosure would jeopardize the ObserverBorrower’s reasonable outability to assert the attorney-of-pocket expenses (including the cost of travel, meals and lodging) in connection client privilege with the attendance of such meetings. (c) If an issue is respect to be matters discussed or otherwise arises at any meeting of the board of directors of the Borrower disclosed, or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate (ii) matters discussed or disclosed relate to be discussed in the presence of the Observer in order to avoid a matter involving a conflict of interest on with the part Administrative Agent or its Board Representative, in each case as determined by the Borrower’s Board of such Observer or would result Directors in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice good faith. As of the occurrence of such judgment by Closing Date, the board of directorsBoard Representative will be Mxxxxxx Xxxxxx, provided, however, that the Observer is being excused, and that certain materials will not Administrative Agent shall be delivered entitled to the Observerdesignate a different representative to serve as Board Representative from time to time in its reasonable discretion. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower shall permit Permit one (1) person Person, designated by the Lenders, representing the Lender Lenders (the “Observer”) holding at least a majority of the aggregate outstanding principal amount of the Notes to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board of directors of the Parent (which shall be held on at least a quarterly basis), and any committee thereof, whether in person, by telephone or otherwise. The Borrower Parent shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors managers (or directors, as applicable) or any committee thereof and (ii) of the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The In the case of a general meetings meeting, such notice shall take place on no less than a quarterly basisbe given to the Observer at least one (1) week prior to any general meeting; in the case of the approval of resolutions or actions by written consent, such notice shall be given to the Observer at least three (3) Business Days prior to the approval of resolutions or actions by written consent; and in the case of any special meeting, such notice shall be given to the Lenders at the time notice is provided to the board of managers (or directors, as applicable) of such special meeting. The Borrower Parent shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors managers (or any committees thereof in connection with a board meeting or action to be taken by written consentdirectors, as applicable), including a draft of any material resolutions or actions proposed to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors managers (or directors, as applicable) and discuss the pending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay Pay the Observer’s reasonable out-of-pocket expenses (including including, without limitation, the cost of travelairfare, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors managers (or directors, as applicable) of the Borrower Parent or committee thereof which, in the reasonable good faith judgment of the board of managers (or directors, as applicable), is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such the Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observerpresent, so long as the Observer is given notice of the occurrence of such judgment by the board of managers (or directors, as applicable) and that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower During the period commencing upon the Closing and ending on the Board Rights Termination Date (as defined below), the Company shall permit one grant the CPP Holder the option and right, exercisable by the CPP Holder delivering a written notice signed by the CPP Holder of such appointment to the Company (1) person representing the Lender an “Observer Notice”), to appoint a single representative (the “Board Observer”) to attend and observe (but not vote) at all meetings (including telephonic) of the Borrower’s (or its Subsidiaries, as applicable) board Board and each committee of directors and any committee thereof, whether the Board in person, by telephone or otherwisean observer capacity. The Borrower Each such Observer Notice shall notify remain effective until the Observer in writing at least five (5) Business Days in advance earlier of (i) the date it is revoked in writing by the CPP Holder, (ii) the date on which the CPP Holder replaces it with a revised Observer Notice and time for each general or special (iii) the Board Rights Termination Date (as defined below). The Observer Notice shall be delivered to the Company prior to the Board Observer’s attendance at any meeting of its board the Board or any committee thereof. The Board Observer shall not constitute a member of directors the Board or any committee thereof and (ii) shall not be entitled to vote on, or consent to, any matters presented to the adoption of Board or any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action)committee thereof. The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. The initial Board Observer shall be free prior Xxxxx Xxxxxxxx. The Company shall have the right to such meeting or adoption by consent to contact the board of directors and discuss the pending actions approve any subsequent representative to be takenappointed by the CPP Holder to replace Xx. Xxxxxxxx as Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any representative that, at the time of appointment by such CPP Holder, is an employee of the CPP Holder or any of its affiliates. (b) The Borrower Company shall (i) give the Board Observer written notice of each meeting or its Subsidiariesaction taken by written consent at the same time and in the same manner as notice is given to the members of the Board, (ii) provide the Board Observer with copies of all written materials and other information (including copies of minutes of meetings or written consents of the Board and each committee of the Board given to the members of the Board and each such committee in connection with such meetings or actions taken by written consent) at the same time such materials and information are furnished to such members of the Board and each such committee, and (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as is given to a member of the Board or each such committee, as applicable. Each of the Board Observer and the CPP Holder shall agree to maintain the confidentiality of all non-public information and proceedings of the Board and any committee of the Board and to comply with, and be bound by, in all respects, the terms and conditions of the confidentiality agreement set forth in Section 2 of this Agreement (the “Confidentiality Agreement”). The CPP Holder shall be responsible for any breach by the Board Observer of the Confidentiality Agreement and for the breach by any Permitted Recipient (as defined in the Confidentiality Agreement) shall pay of their confidentiality obligations. Notwithstanding any rights to be granted or provided to the Observer’s reasonable out-of-pocket expenses Board Observer hereunder, the Board or any Board committee (including solely as to the cost of travel, meals and lodging) in connection with the attendance material or meeting of such meetingscommittee) may exclude the Board Observer from access to any material or meeting or portion thereof if the Board or such Board committee concludes, in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company and its affiliates and its counsel (provided, however, that any such exclusion shall apply only to such portion of such material or meeting which would be reasonably required to preserve such privilege), (ii) such materials or discussion relates to an existing or potential contractual or other relationship or transaction between the Company or any of its affiliates, on the one hand, and the CPP Holder or any of its affiliates, on the other hand, or (iii) such exclusion is necessary because the Board Observer or the CPP Holder has or may have a conflict of interest with respect to any matter under discussion or consideration by the Board or any committee thereof. In the event that the Board Observer or the CPP Holder has or may have a conflict of interest with respect to any matter under discussion or consideration by the Board or any committee thereof, the Board Observer and the CPP Holder shall be required to disclose to the Board, in writing, the existence of such conflict, and the Board Observer shall recuse himself or herself from such meeting; provided, however, that, notwithstanding anything in this Agreement to the contrary, to the extent such conflict of interest is personal to such Board Observer, the CPP Holder shall have the right, upon delivery of written notice to the Company, to appoint a single substitute Board Observer to attend such meeting or any subsequent meeting (or the applicable portion thereof), and such notice shall not be deemed to be a revocation of any Observer Notice then in effect. (c) If The rights of the CPP Holder contained in this Section 1 shall immediately cease and terminate on the earlier of (i) the date on which the CPP Holder no longer owns an issue amount of shares of Company Common Stock that is equal to be discussed ten percent (10%) or more of the total number of outstanding shares of Company Common Stock, regardless of whether such failure to own such number of shares of Company Common Stock results from sales by the CPP Holder, dilution as the result of new issuances by the Company, or otherwise arises at any meeting of and (ii) the board of directors of date on which the Borrower or committee thereof whichCPP Holder has permanently waived and renounced, in writing, its board observation rights in this Section 1 of this Agreement (such earlier date, the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer“Board Rights Termination Date”). (d) The option and right to appoint a Board Observer granted to the CPP Holder by the Company under this Section 1 may not be transferred or assigned by the CPP Holder without the prior written consent of the Company; provided, however, that the CPP Holder may assign all (but not less than all) of its rights under this Section 1 to any of its Affiliates without the prior written consent of the Company. Such a permitted assignee, upon and after such consent, shall be considered the CPP Holder under this Agreement. (e) For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Board Observer shall not have, and shall not be deemed to have or otherwise be subject to, (i) any duties (fiduciary or otherwise) to the Company, any of its Subsidiaries or any of its or their respective stockholders or other equityholders or owners, and (ii) except as described in Section 1 and Section 2 of this Section 7.14 shall terminate and be of Agreement, no further force or effect upon obligations to the assignment or transfer of the Lender’s rights and obligations hereunder or Company under any other Loan Documentthis Agreement.

Board Observation Rights. (a) The Borrower shall permit one two (12) person persons representing the Lender (the “ObserverObservers”) to attend and observe (but not vote) at all meetings of Holdings’ (or the Borrower’s (or its the Subsidiaries’, as applicable) board of directors and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall shall, except with respect to emergency meetings of such boards of directors or any committee thereof, notify the Observer Observers in writing at least five three (53) Business Days in advance of (i) the date and time for each general or special meeting of its board such boards of directors or any committee thereof and (ii) the adoption of any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer Observers all notices and any materials delivered to the board boards of directors or any committees thereof in connection with a board meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. Any such materials delivered to the Observers shall also be delivered by the Borrower to the Lender. The Observer Observers shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be taken. The Observers shall be notified of emergency meetings of such boards of directors and any committee thereof within substantially the same amount of time as the directors of such boards or members of any such committee. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s Observers’ reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the an Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the such Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the such Observer, so long as the such Observer is given notice of the occurrence of such judgment by the board of directors, that the such Observer is being excused, and that certain materials will not be delivered to the such Observer, and such Observer is provided a general description, which shall be true and correct in all material respects, of such withheld materials and matters discussed without such Observer present. (dj) The rights described Section 8.4(b) is hereby amended and restated in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.its entirety as follows:

Board Observation Rights. (a) The Borrower Collateral Agent shall permit be entitled to designate one (1) person representing the Lender observer (the “Board Observer”) to attend and observe any regular meeting (but not votea “BOD Meeting”) at all meetings of the Borrower’s Board of Directors of the Parent (or its Subsidiariesdirect or indirect ultimate parent holding company) or any of its Subsidiaries (or, as applicablein each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) board of directors the Parent (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Parent (or its direct or indirect ultimate parent holding company) and any committee thereof, whether in person, by telephone or otherwise. The Borrower shall notify the Observer in writing at least five (5) Business Days in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof and (ii) Subsidiaries at such meeting as if the adoption of any resolutions or actions by written consent (describing, Board Observer were a member thereof. Such notice shall describe in reasonable detail, detail the nature and substance of the matters to be discussed and/or voted upon at such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to meeting (or the Observer all notices and any materials delivered to the board of directors or any committees thereof in connection with a board meeting or action proposed actions to be taken by written consent, including consent without a draft of any material resolutions or actions proposed to be adopted by written consentmeeting). The Board Observer shall be free prior have the right to such meeting receive all information provided to the members of the Board of Directors or adoption by consent to contact any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the board of directors and discuss the pending actions to be taken. (b) The Borrower Parent (or its Subsidiariesdirect or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), as applicable) in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall pay keep such materials and information confidential in accordance with Section 12.19 of this Agreement. The Borrowers shall reimburse the Observer’s Board Observer for all reasonable out-of-pocket costs and expenses (including the cost of travel, meals and lodging) incurred in connection with its participation in any such BOD Meeting. Notwithstanding the attendance foregoing, the presiding officer of such meetings. (c) If an issue is to be discussed a BOD Meeting, upon his or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the her reasonable good faith judgment determination that it is necessary to do so (i) to protect confidential information of any Loan Party or information of a third party that a Loan Party is required to keep confidential, may exclude the board Board Observer from any part of directorsa BOD Meeting where such information is discussed or presented or require the Board Observer to execute a non-disclosure agreement in customary form with respect to such information and (ii) to protect the attorney-client privilege or other legal privilege, is not appropriate to be discussed in may exclude the Board Observer from any part of a BOD Meeting where the presence of the Board Observer in order to avoid a conflict of interest on the part of would jeopardize any such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue privilege and may be discussed without the Observer being present and refrain from providing any materials delivered information provided to the board members of directors pertaining to the Board of Directors (or any relevant committee thereof) where providing any such issue need not be delivered information to the Observer, so long as the Board Observer is given notice of the occurrence of would jeopardize any such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observerprivilege. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Each of OrbiMed and Deerfield shall have the option (exercisable or terminable at any time), but not the obligation, to appoint, and Holdings shall permit the appointment of, one (1) person representing the Lender OrbiMed and one person representing Deerfield (collectively, the “ObserverObservers”) to attend and observe (but not vote) at all meetings of the Borrower’s (or its Subsidiaries, as applicable) board Supervisory Board of directors and any committee thereofHoldings, whether in person, by telephone or otherwise. The Borrower Holdings shall notify the Observer Observers in writing at least five (5) Business Days the same time and in the same manner as notice is provided to the members of the Supervisory Board in advance of (i) the date and time for each general or special meeting of its board of directors or any committee thereof the Supervisory Board and (ii) the adoption of any resolutions or actions by written consent (describingconsent, in reasonable detaileach case, which notice may exclude information as to the agenda for such meeting or the nature and substance of such action)resolution or action to the extent necessary to avoid disclosing Inside Information to any Observer that has not elected to receive Inside Information. Following such notice, each Observer will notify Holdings at least five (5) Business Days in advance of such event if such Observer will attend, whether in person, by telephone or otherwise and, to the extent requested by Holdings, will execute and deliver to Holdings a customary acknowledgment of such Observer’s election to receive Inside Information. The general meetings of the Supervisory Board shall take place on no less than a quarterly basis. The Borrower Holdings shall concurrently deliver to the Observer Observers all notices and any materials delivered to the board of directors or any committees thereof Supervisory Board in connection with a board any such meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent, except to the extent that such Observer elects not to attend any such meeting (or receive any such resolutions, actions by written consent or other materials related thereto) in order to avoid receiving Inside Information. The Observer Observers shall be free prior to such meeting or adoption by consent to contact the board of directors Supervisory Board and discuss the pending ending actions to be taken. (b) The Borrower (or its Subsidiaries, as applicable) shall pay the Observer’s reasonable out-of-pocket expenses (including the cost of travel, meals and lodging) in connection with the attendance of such meetings. (c) If an issue is to be discussed or otherwise arises at any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the Observer. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.

Board Observation Rights. (a) The Borrower Granite Creek shall permit have the non-transferable right to appoint one (1) person representing (such person, the Lender "Observer") who shall be entitled to (the “Observer”i) to attend and observe (but not vote) at all meetings receive written notice of each formal meeting of the Borrower’s board of directors or similar governing body of the Borrower and each committee thereof (including the investment committee and the compensation committee, if any), or any other meeting to approve an action that, under the governing documents of such Person, can only be taken with the approval of the directors (or its Subsidiariesmanagers, as applicable) board or an affirmative vote of a majority of the directors and any committee thereof(or managers, as applicable) (each of the foregoing, a "Covered Meeting"), in each case, whether held in person, by telephone or otherwise, in the same manner and at the same time notice is provided to all other members of such governing bodies or committees, (ii) attend up to four Covered Meetings per fiscal year as an observer, and (iii) subject to Section 6.10(b) below, receive a copy of all materials distributed at such meetings or otherwise to the members of such governing bodies or committees contemporaneously with delivery to the other members of such governing bodies or committees; provided, that attendance by Observer at such Covered Meeting shall constitute waiver of such notice requirement as it applies to Observer. The Borrower shall notify Notwithstanding anything herein to the contrary, in no event Observer (in writing at least five (5its capacity as such) Business Days in advance constitute a member of (i) the date and time for each general or special meeting of its board of directors or any similar governing body or committee thereof and (ii) the adoption of or be entitled to vote on, or consent to, any resolutions or actions by written consent (describing, in reasonable detail, the nature and substance of such action). The general meetings shall take place on no less than a quarterly basis. The Borrower shall concurrently deliver to the Observer all notices and any materials delivered matters presented to the board of directors or any committees thereof in connection with a board meeting similar governing body or action committee thereof. Granite Creek may change the identity of Observer from time to be taken by written consent, including a draft of any material resolutions or actions proposed time at its sole discretion upon notice to be adopted by written consent. The Observer shall be free prior to such meeting or adoption by consent to contact the board of directors and discuss the pending actions to be takenBorrower. (b) The Borrower Agent and Observer shall maintain the confidentiality of all information and all proceedings of the board of directors or other similar governing body or committee of the Borrower. Without limiting the immediately preceding sentence, in the event that the board of directors or other similar governing body or committee determines in its reasonable discretion that attendance by Observer at the Covered Meeting, or the provision to Observer of any materials, would compromise any privilege available to such Person or constitute a conflict of interest (including with respect to this Agreement or its Subsidiariesthe other Loan Documents), the board of directors, other similar governing body or committee, as applicable, may exclude Observer from any such Covered Meeting and refuse to deliver any such materials. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) shall pay the Observer’s reasonable out-of-pocket expenses IS NOT MATERIAL AND (including the cost of travel, meals and lodgingII) in connection with the attendance of such meetingsWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (c) If an issue is to be discussed or otherwise arises at The reasonable travel expenses incurred by Observer in attending any meeting of the board of directors of the Borrower or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to meeting held in-person shall be discussed in the presence of the Observer in order to avoid a conflict of interest on the part of such Observer or would result in disclosure of trade secrets or to preserve an attorney-client privilege, then such issue may be discussed without the Observer being present and any materials delivered to the board of directors pertaining to such issue need not be delivered to the Observer, so long as the Observer is given notice of the occurrence of such judgment promptly reimbursed by the board of directors, that the Observer is being excused, and that certain materials will not be delivered to the ObserverBorrower. (d) The rights described in this Section 7.14 shall terminate and be of no further force or effect upon the assignment or transfer of the Lender’s rights and obligations hereunder or under any other Loan Document.