Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. From and after the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall 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 (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of 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 documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consent.

Board Observation Rights. From The Agent from time to time, at its option and after in its sole discretion, may require that the Restatement Date, Holdings shall permit Parent allow one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) Agent to attend and participate (in the capacity of solely as a non-voting observer) observer in all meetings of Holdings’ the Board of Directors the Parent (the each such meeting, a “PLBY BoardBoard Meeting”; and such representative, a “Board Observer”), whether in person, by telephone, or otherwise. Holdings The Parent shall provide such PLBY (i) give the Board Observers the same Observer notice of all Board Meetings at the same time and in the same manner as such meetings and copies of all such meeting materials distributed notice is furnished to members the Board of the PLBY Board concurrently with provision of such notice and materials to the PLBY Board; provided, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the BorrowerParent, (ii) shall hold provide to the Board Observer all notices, documents and information (including proposed written consents) furnished to the Board of the Parent at the same time and materials disclosed or delivered in the same manner furnished to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and members, (iii) may be excluded from access permit the Board Observer to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY participate by telephone in each Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer’s access or attendance could materially and adversely affect the PLBY Board’s fiduciary dutiesMeeting, (Biv) if such material relates to, or such meeting or portion thereof involves discussions regarding, provide the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session Board Observer copies of the PLBY Boardminutes of all Board Meetings at the time such minutes are furnished to the Board of the Parent and (v) provide the Board Observer with copies of all written consents duly passed by the Board of the Parent. The Credit Parties Xxxxxxxx shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the Board Observer’s attendance at the Board Meetings. The Parent shall indemnify the Board Observer to the same extent provided by the Parent to its participation in directors. Notwithstanding the foregoing, the Parent may exclude the Board Observer from access to any material or meeting or portion thereof if: (i) the Board of the PLBY Board. If it Parent concludes in good faith, upon advice of its counsel, that such exclusion is proposed necessary to preserve the attorney-client privilege between the Parent or any of its Affiliates and its counsel or (ii) such exclusion is necessary to avoid a conflict of interest between the Parent on the one hand and the Lenders on the other; provided that any action the Board Observer may only be taken by written consent in lieu excluded from access to the portion of a such material or meeting (x) as is necessary to protect such attorney-client privilege or (y) as is necessary to avoid such conflict of interest, as the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentcase may be.

Board Observation Rights. From and after (a) During the Restatement Dateterm of this Agreement, Holdings Veolia shall permit one authorized representative designated by have the Requisite Lenders and notified in writing right to Holdings designate a non‑voting observer (each, a the “PLBY Board Observer”) to receive notice of and attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), 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, the Board. The Board Observer shall be an employee of Veolia or otherwiseits Affiliates. Holdings The Board Observer appointed pursuant to this Section 5.5 shall provide such PLBY Board Observers have the same notice of all such meetings and right to receive advance copies of all such meeting agenda materials and other documents distributed to members directors in connection with any meeting and all matters proposed to the Board for their unanimous consent, and all minutes of the PLBY proceedings of Aqua, subject to Section 5.5(b). In no event shall the Board concurrently Observer: (i) be deemed to be a member of the Board; (ii) have the 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 12-month period except with provision the Board’s consent or the discontinuation of such notice Board Observer’s employment with Veolia. 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 materials designate a different employee of Veolia or its Affiliates to be the PLBY BoardBoard Observer, Veolia shall consult with Aqua and the parties agree to work together in good faith to find a mutually acceptable replacement; provided, however, that each Veolia shall ultimately have the discretion to name such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, replacement. Veolia’s rights under this Section 5.5 shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer’s access or attendance could materially execution of an appropriate nondisclosure agreement with Aqua and adversely affect the PLBY BoardBoard Observer’s fiduciary duties, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of 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 documented out-of-pocket costs and expenses incurred in connection compliance with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed Aqua’s xxxxxxx xxxxxxx policies applicable to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentBoard.

Board Observation Rights. From and after the Restatement Date, Holdings The Administrative Agent shall permit one authorized representative designated by the Requisite Lenders and notified in writing be entitled to Holdings designate two observers (each, a “PLBY Board Observer” and, collectively, the “Board Observers”) each reasonably acceptable to Administrative Borrower to attend and participate all meetings (a “BOD Meeting”) of the 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) in all meetings of Holdings’ observer and no Board Observer shall be entitled to vote on any matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the “PLBY Board”), whether in person, by telephone, Administrative Borrower or otherwiseany of its Subsidiaries at any such meetings. Holdings shall provide such PLBY The Board Observers shall be timely notified of the same time and place of any BOD Meetings and will be given written notice of all such meetings proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Administrative Borrower and copies any of all its Subsidiaries at such meeting materials distributed 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 PLBY Board concurrently with provision 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), in addition to copies of the records of the proceedings or minutes of such notice and materials meeting, when provided to the PLBY Board; providedmembers, however, that each and such PLBY Board Observer (i) prior to attendance shall keep such materials and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence confidential in accordance with but subject to the provisions Section 12.19 of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Boardthis Agreement. The Credit Parties Borrowers shall reimburse the PLBY Board Observer Observers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting such BOD Meeting in accordance with the current Board policy related to reimbursement generally. Notwithstanding the foregoing, with respect to any BOD Meeting or any such materials or information, in the event that the Board of Directors determines in good faith that (i) a conflict of interest exists with any such Board Observer, including in connection with discussions regarding the 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 PLBY Board. If it is proposed Parent or any other information subject to confidentiality restrictions that any action be taken by written consent in lieu of a meeting would preclude such observer from access thereto or (iii) the substance of the PLBY Boardmaterials or matters to be discussed during such board meeting requires the preservation of attorney-client privilege, Holdings shall provide then the Board of Directors reserves the right to exclude such PLBY Board Observers a copy of the written consent at the time Observer from access to, and notice of, such written consent is distributed to members of the PLBY Boarddiscussions and any materials and information related thereto. The PLBY Board Observers shall be free to contact enter into a customary board observer agreement with the members Administrative Borrower, which agreement shall include confidentiality and assignment of the PLBY Board and discuss the proposed written consentinventions provisions.

Board Observation Rights. From Borrower covenants and after 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 (which shall be held at least quarterly) and each committee thereof at the Restatement Datesame time and in the same manner as notice is given to the directors or other members thereof (which notice Borrower or Bank, Holdings as applicable, shall permit one authorized representative designated by the Requisite Lenders and notified promptly confirm in writing to Holdings Lender), and Borrower shall, and shall cause Bank to, permit one (each, a “PLBY Board Observer”1) representative of Lender to attend and participate (in the capacity of a non-voting observer) in as an observer all meetings of Holdings’ Board such Person’s board of Directors 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 “PLBY Board”), whether directors (or other governing body) or other members thereof in person, by telephone, or otherwise. Holdings shall provide connection with such PLBY Board Observers meetings at the same notice 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 all such meetings and copies of all such a meeting materials distributed to members of the PLBY Board concurrently with provision of such Person’s board of directors (or other governing body) or of any committee thereof, Borrower shall, and shall cause Bank to, give written notice and materials thereof to Lender prior to the PLBY Board; providedeffective date of such consent describing in reasonable detail the nature and substance of such action. Notwithstanding the foregoing, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings the representative of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) Lender may be excluded from access to any meeting or material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines applicable board of directors of Borrower or Bank believes in good faith, with upon advice from legal of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege privilege, to comply with applicable law or if such PLBY Board Observer’s access regulation regarding the confidentiality of the contents of reports of examination prepared by the FRB, the FDIC or attendance could materially and adversely affect the PLBY Board’s fiduciary dutiesDFPR, (B) if such material relates toto maintain the confidentiality of information related to a customer of Borrower or Bank, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of 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 documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentother similar reasons.

Board Observation Rights. From and after the Restatement Date, Holdings The Borrower shall permit allow one authorized (1) representative designated by the Requisite Lenders and notified in writing to Holdings Administrative Agent (each, a the “PLBY Board ObserverRepresentative”) to attend and participate (in the an observer capacity of a non-voting observer) in all any annual or quarterly meetings of Holdings’ the Board of Directors or any similar governing body of Borrower. Borrower shall (i) give the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall provide such PLBY Board Observers the same Representative notice of all such annual and quarterly meetings, at the same time as furnished to the attendees, directors, officers or stockholders, as applicable, of Borrower, (ii) provide to the Board Representative all notices, documents and information furnished to the attendees, directors, officers or stockholders, as applicable, of Borrower, whether at or in anticipation of a meeting, at the same time furnished to such directors, officers, or stockholders, as applicable; provided, that, with respect to monthly meetings and of the Board of Directors, the Borrower shall only be required pursuant to this clause (ii) to deliver to the Board Representative the monthly information packet provided to the Board of Directors in connection with 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 (if any) and (iv) reimburse the Board Representative for all reasonable expenses and all reasonable out of pocket expenses related to the foregoing for the Board Representative. The Board Representative shall be free during the period prior to the meeting to contact the directors or officers, as applicable, of 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 distributed may be withheld or redacted from distribution under this Section 8.19 to members the extent that (i) such attendance or disclosure would jeopardize the Borrower’s ability to assert the attorney-client privilege with respect to matters discussed or disclosed, or (ii) matters discussed or disclosed relate to a matter involving a conflict of interest with the Administrative Agent or its Board Representative, in each case as determined by the Borrower’s Board of Directors in good faith. As of the PLBY Closing Date, the Board concurrently with provision of such notice and materials to the PLBY Board; Representative will be Mxxxxxx Xxxxxx, provided, however, that each such PLBY Board Observer (i) prior to attendance and participation at meetings of the PLBY Board, Administrative Agent shall be subject entitled to customary background checks, execution of designate a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered different representative to such PLBY serve as Board Observer Representative from time to time in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of 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 its reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Board. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentdiscretion.

Board Observation Rights. From and after The Administrative Agent shall be entitled to designate one observer (the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate any regular meeting (a “BOD Meeting”) of the Board of Directors of the Administrative Borrower (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 capacity of a non-voting observer) in all meetings of Holdings’ 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 “PLBY Board”), whether in person, by telephone, Administrative Borrower (or otherwiseits direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings. Holdings The Board Observer shall provide such PLBY Board Observers be timely notified of the same 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 such meetings proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Administrative Borrower (or its direct or indirect ultimate parent holding company) and copies any of all its Subsidiaries at such meeting materials distributed 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 PLBY Board concurrently with provision of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Administrative Borrower (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), in addition to copies of the records of the proceedings or minutes of such notice and materials meeting, when provided to the PLBY Board; providedmembers, however, that each such PLBY and the Board Observer (i) prior to attendance shall keep such materials and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence confidential in accordance with but subject to the provisions Section 12.19 of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Boardthis Agreement. The Credit Parties Borrowers shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting such BOD Meeting. The applicable Board shall not be obligated to provide the Board Observer with any information (x) that is subject to any attorney-client privilege, (y) if the Administrative Borrower determines in good faith that the delivery would reasonably result in a breach of confidentiality obligations to third parties notwithstanding the confidentiality obligations of the PLBY Board. If it is proposed Administrative Agent under this Agreement or (z) that any action be taken by written consent in lieu of a meeting relates to the strategy, negotiating positions or similar matters relating to the relationship of the PLBY BoardAdministrative Borrower and/or any of its respective Affiliates, Holdings shall provide such PLBY Board Observers on the one hand, with the Lenders and/or any of its respective Affiliates (in each case, in the capacity as a copy holder of Indebtedness pursuant to any Loans), on the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentother hand.

Board Observation Rights. From and after the Restatement DateAmendment No. 2 Effective Date until the earlier to occur of (x) the date the Borrower delivers a Compliance Certificate in accordance with Section 5.1(c) with respect to any Fiscal Quarter evidencing that the Total Leverage Ratio is less than 4.00:1.00 or (y) the date the sum of (I) the Amendment No. 3 Post-Effective Date Prepayment Amount plus (II) from and after the day the Borrower has made the 2022 Q4 Mandatory Prepayment, an amount equal to the 2022 Q4 Mandatory Prepayment, first becomes equal to or greater than $65,000,000, Holdings shall permit one two authorized representative representatives designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate (in the capacity of a non-voting observer) in all meetings of Holdings’ Board of Directors (the “PLBY Board”), whether in person, by telephone, or otherwise. Holdings shall 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 (i) prior to attendance and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or if such PLBY Board Observer’s 's access or attendance could materially and adversely affect the PLBY Board’s fiduciary duties, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit DocumentsLoans, or (C) during any executive session of the PLBY Board. The Credit Loan Parties shall reimburse pay the amounts set forth in the Amendment No. 2 Fee Letter in respect of each PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY BoardObserver. If it is proposed that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consent.

Board Observation Rights. From and after Borrower Representative will allow the Restatement DateLender, Holdings shall permit or its designee, to appoint one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) person to attend all meetings of the Board and participate (the M&A oversight committee, in the capacity of board observer and not a non-voting observer) in all meetings of Holdings’ Board of Directors board member (the “PLBY BoardBoard Observer”), whether in such meetings are conducted in-person, by telephone, telephonically or otherwiseotherwise remotely. Holdings Borrower Representative shall provide such PLBY (a) give the Board Observers the same Observer notice of all such meetings, at the same time as furnished to the directors of Borrower Representative, (b) provide to the Board Observer all notices, documents and information furnished to the directors of the Borrower Representative, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, (c) notify the Board Observer and permit the Board Observer to participate by telephone in emergency meetings of the Board and all committees and sub-committees thereof, and (d) provide the Board Observer copies of all actions by written consent or minutes of all such meeting materials distributed meetings at the time such minutes are furnished to the members of the PLBY Board; provided that, in each case, the Board concurrently with may require the Board Observer to either not attend or temporarily leave a meeting of the Board, or withhold documents and information, if it reasonably determines, in good faith and upon advice of counsel, that the presence of the Board Observer at such time, or the provision of such notice and materials to the PLBY Board; providedany document or information, however, that each such PLBY Board Observer would (i) prior prevent Borrower Representative or any Subsidiary from engaging in attorney-client privileged communication with counsel to attendance and participation at meetings the material detriment of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the BorrowerBorrower Representative or such Subsidiary, (ii) shall hold all information and materials disclosed result in a conflict of interest with Borrower Representative or delivered any Subsidiary due to the relationship between such PLBY Borrower (or Subsidiary), Lender or the Board Observer so long as, in confidence in accordance with but subject each case, such Borrower (or Subsidiary) notifies Lender of such determination and provides the Board Observer a general description of the information or materials that have been withheld, to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or extent that providing such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve description does not jeopardize 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documentsto be preserved, or (Ciii) during result in the conflicts to be avoided or violate applicable confidentiality provisions (it being understood and agreed that Borrower Representative and any executive session applicable Subsidiary will take reasonable steps to minimize any such exclusions). For the avoidance of doubt, no statement made by the Board Observer shall be construed as an action of Lender or its Affiliates for purposes of the PLBY Board. The Credit Parties Loan Documents nor shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with have EXHIBIT 10.1 any ability to bind the Lender or its participation in any meeting of the PLBY Board. If it is proposed that Affiliates to take or refrain from taking any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consenthereunder or under any other Loan Document.

Board Observation Rights. From and after The Administrative Agent shall be entitled to designate one observer (the Restatement Date, Holdings shall permit one authorized representative designated by the Requisite Lenders and notified in writing to Holdings (each, a “PLBY Board Observer”) to attend and participate any regular meeting (a “BOD Meeting”) of the Board of Directors of the Lead Borrower or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the capacity of a non-voting observer) in all meetings of Holdings’ 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 “PLBY Board”), whether in person, by telephone, Lead Borrower or otherwiseany of its Subsidiaries at any such meetings. Holdings The Board Observer shall provide such PLBY Board Observers be timely notified of the same 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 such meetings proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Lead Borrower and copies any of all its Subsidiaries at such meeting materials distributed 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 PLBY Board concurrently with provision 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 notice meeting (regular or special and materials to the PLBY Board; provided, however, that each such PLBY whether telephonic or otherwise). The Board Observer (i) prior to attendance shall keep such materials and participation at meetings of the PLBY Board, shall be subject to customary background checks, execution of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered to such PLBY Board Observer in confidence confidential in accordance with but subject to the provisions Section 12.19 of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of any legal matter regarding, the Loans or the Credit Documents, or (C) during any executive session of the PLBY Boardthis Agreement. The Credit Parties Borrowers shall reimburse the PLBY Board Observer for all reasonable and documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting 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 any BOD Meetings relating to topics which (i) are subject to attorney-client privilege, or (ii) present a conflict of interest for the PLBY Board. If it is proposed Board Observer; provided, however, that any action be taken by written consent in lieu of a meeting of the PLBY Board, Holdings shall provide such PLBY Board Observers a copy of the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers Lead Borrower shall be free required to contact provide the members Board Observer with written notice that the Lead Borrower is electing to withhold portions of materials from the PLBY Board and discuss Observer or to exclude the proposed written consent.Board Observer from portions of BOD Meetings as permitted by this sentence. 87

Board Observation Rights. From and after the Restatement Date, Holdings Each Credit Party shall permit one authorized a representative designated by the Requisite Required Lenders and notified in writing to Holdings (each, a the “PLBY Board ObserverLender Representative”) to attend and participate (in the capacity of in, as a non-voting observer) in , all meetings of Holdings’ the 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 “PLBY Board”)outstanding balance of the Loans, whether in personthat 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, by telephone, or otherwisethe Required Lenders may designate any representative to serve as the Lender Representative. Holdings Each Credit Party shall provide such PLBY Board Observers agree to give the Lender Representative the same notice of all such meetings and copies of all such meeting materials distributed to members of such Board of Directors at the PLBY Board concurrently with provision of same time as such notice and materials are given to the PLBY Board; providedmembers of the applicable Board of Directors, however, that each such PLBY Board Observer (i) prior and the Lender Representative will be given the opportunity to attendance and participation at participate in any telephonic meetings of the PLBY Board, each Board of Directors. Each Credit Party shall be subject agree to customary background checks, execution cause its Board of a customary non-disclosure agreement, and execution of any other documentation reasonably required by the Borrower, (ii) shall hold all information and materials disclosed or delivered Directors to such PLBY Board Observer in confidence in accordance with but subject to the provisions of Section 10.17 and (iii) may be excluded from access to any material (or such materials may be redacted) or meeting or portion thereof (A) if the PLBY Board determines in good faith, with advice from legal counsel, that such exclusion is reasonably necessary to preserve 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, (B) if such material relates to, or such meeting or portion thereof involves discussions regarding, the refinancing or restructuring of, or interpretation of 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 documented out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the PLBY Boardmeet 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 of any committee thereof, the PLBY Boardrelevant Credit Party shall agree to give written notice thereof to the Lender Representative at least five (5) Business Days’ prior to the effective date of such consent describing in reasonable detail the nature and substance of such action. Notwithstanding anything herein to the contrary, Holdings the Lender Representative may be excused by the relevant Board of Directors from attending any portion of a Board of Directors or committee meeting (i) to the 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 material importance to be discussed during a portion of any meeting as determined by the Board of Directors in good faith or (ii) during which matters relating to the Loan Documents are to be discussed. In addition, no person who serves as the Lender Representative shall provide such PLBY Board Observers have a copy of fiduciary duty to the written consent at the time such written consent is distributed to members of the PLBY Board. The PLBY Board Observers shall be free to contact the members of the PLBY Board and discuss the proposed written consentBorrower.