Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. Each of Administrative Agent (for so long as Administrative Agent or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) shall have the right to designate its own representative to: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directors) of each Loan Party and each committee thereof (such notice to be given in the same manner and at the same time as notice is given to the members of such body and/or committee); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of such body and/or committee at the same time and in the same manner as the same is furnished or made available to such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussed. If any action is proposed to be taken by such body and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, furnish or cause to be furnished such representative with a copy of each such written consent promptly after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lender. Such representative shall not constitute a member of such body and/or committee and shall not be entitled to vote on any matters presented at meetings of such body and/or committee or to consent to any matter as to which the consent of any such body and/or committee shall have been requested. The Loan Parties will pay (or reimburse) upon request by any such representative for all reasonable out-of-pocket expenses incurred by such representative in connection with attending such meetings.

Board Observation Rights. Each of Administrative Agent (During any time that, and only for so long as Administrative Agent as, the Subscriber or any of its affiliates holds any debt of the Company or any of its affiliates in an Affiliate aggregate principal amount of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) at least $50 million, the Subscriber shall have the right to designate its own representative to: appoint one nonvoting board observer (athe “Observer”) receive prior written notice with respect to the board of all meetings (both regular and special) directors of Company or any direct or indirect parent of the governing body (including any Company whose board of directors) of each Loan Party directors makes managerial decisions for the Company and each committee thereof (such notice the Guarantors under the notes to be given in issued under the same manner Second Lien Note Purchase Agreement (the “Board”), or to any committee thereof, such right to include the right to receive all information and at the same time as notice is given materials provided to the members of such body and/or committee); (b) be entitled the Board, in their capacity as such, or to any committee thereof, and to attend (orall regularly scheduled meetings of the Board, at or of any committee thereof; provided that the option of Observer may be denied access to such representative, monitor by telephone) all such meetings; meetings and/or materials and (c) receive all notices, information if and reports which are furnished or made available to the members of such body and/or committee at the same time and in the same manner as the same is furnished or made available to such members, except that these observers may be excluded from access to any meeting or portion thereof extent (as well as the distribution of materials and minutes related theretoi) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorneyany Board attorney- or accountant-client privilege or if matters (ii) the agenda for such meeting or such information or materials provided to the Board would result in a breach of conflict of interest to any Agent confidentiality or Lender are being discussed. If any action is proposed to be taken by such body and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, furnish or cause to be furnished such representative with a copy of each such written consent promptly after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves would present a conflict of interest with interest, including, without limitation, any Agent such meeting or Lenderinformation or materials that relate to the notes to be issued pursuant to the First Lien Notes Purchase Agreement, of even date herewith, or the notes to be issued pursuant to the Second Lien Note Purchase Agreement. Such representative Notwithstanding the foregoing, (i) the Observer shall receive notice promptly in advance of any meeting of a Board, or any committee thereof, that the Observer is wholly or partially excluded from, and (ii) any written materials and other information, including portions of the minutes of a meeting of a Board, or any committee thereof, that are withheld from the Observer, shall specifically and solely relate to the information that the Observer is excluded from and not any other information. The Observer shall not constitute a member of such body and/or committee have any voting rights and shall not be entitled to vote on any matters presented at meetings of such body and/or committee or to consent subject to any matter as fiduciary duties applicable to which the consent directors of any such body and/or committee shall have been requestedthe Board. The Loan Parties will pay (or reimburse) upon request by any such representative for all reasonable outObserver shall sign a non-of-pocket expenses incurred by such representative in connection with attending such meetingsdisclosure agreement reasonably acceptable to the Subscriber and the Company.

Board Observation Rights. Each of Administrative Agent and/or its designees (for so long as Administrative Agent or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a including any Lender) shall have the right to designate its own representative right, on behalf of itself and/or the other Lenders, to: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directorsdirectors (or other comparable body) and/or the equity holders of each Loan Party Credit Party, and each committee thereof of any such board of directors (or other comparable body) (such notice to be given delivered or mailed to Agent as specified in the same manner and this Agreement at the same time as notice is given to the members of any such body board of directors (or other comparable body) and/or committeecommittee and/or equity holders); (b) be entitled to attend all such meetings (ortelephonically or in person, at the option of such representative, monitor by telephoneAgent’s or its designee’s discretion) all such meetingsin a nonvoting capacity; and (c) receive all notices, information information, reports and reports minutes of meetings, which are furnished (or made available available) to the members of any such body board of directors (or other comparable body) and/or committee and/or equity holders at the same time and in the same manner as the same is furnished (or made available available) to such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan . Each Credit Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any shall provide Agent or Lender are being discussed. If its applicable designees with a copy of any action that is proposed to be taken by such body board of directors (or other comparable body) and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, furnish or cause to be furnished such representative with a copy of each such written consent promptly meeting not later than ten (10) Business Days after it has become been signed by a sufficient number of signatories to make it effective. Agent or, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lender. Such representative as applicable, Agent’s designees shall not constitute a member of any such body board of directors (or other comparable body) and/or committee and shall not be entitled to vote on any matters presented at meetings of any such body board of directors (or other comparable body) and/or committee or to consent to any matter as to which the consent of any such body board of directors (or other comparable body) and/or committee shall have been requested. The Loan Parties will pay Notwithstanding the foregoing, Agent, and or its designee may be excluded from receiving any such information and materials (or reimbursethe relevant portions thereof) upon request by any such representative for all reasonable out-of-pocket expenses incurred by such representative in connection with or from attending such meetingsmeetings (or the relevant portions thereof) pursuant to this Section 4.18 to avoid a conflict of interest, to protect attorney-client privilege or with respect to highly confidential information.

Board Observation Rights. Each of Administrative Agent (for so long as Administrative Agent The Board may, by written agreement and on the terms and conditions set forth therein, permit one or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) shall more Persons to have the right to designate its own appoint a representative towho shall: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directors) of each Loan Party Board and each committee thereof of the Board (such notice to be given in the same manner and delivered or mailed at the same time as notice is given to the members of such body the Board and/or committee); (b) be entitled to attend (or, at in the option case of such representativetelephone meetings, monitor by telephonemonitor) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of the Board and/or committee; (d) be entitled to participate in all discussions conducted at such body and/or committee at meetings and (e) receive as soon as available (but in any event prior to the same time and in next succeeding board meeting) copies of the same manner as the same is furnished or made available to minutes of all such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedmeetings. If any action is proposed to be taken by such body the Board and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, Company will use reasonable efforts to give written notice thereof to such representatives. The Company will furnish or cause to be furnished such representative representatives with a copy of each such written consent promptly within a reasonable amount of time after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lenderbeen signed by its last signatory. Such representative representatives shall not constitute a member Directors or members of such body the Board and/or committee and shall not be entitled to vote on any matters presented at meetings of such body the Board and/or committee or to consent to any matter as to which the consent of any such body the Board and/or committee shall have been requested. The Loan Parties will pay (or reimburse) upon request by Notwithstanding anything to the contrary in this Section 5.1(h), any such representative for must first agree in writing to hold in confidence and trust and to act in a fiduciary manner with respect to all reasonable out-of-pocket expenses incurred by Company information to be so provided and the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board determines, in connection with attending its sole discretion, that access to such meetingsinformation or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

Board Observation Rights. Each of Administrative Agent (for so long as Administrative Agent i) The Board may, by written agreement and on the terms and conditions set forth therein, permit one or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) shall more Persons to have the right to designate its own appoint a representative towho shall: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directors) of each Loan Party Board and each committee thereof of the Board (such notice to be given in the same manner and delivered or mailed at the same time as notice is given to the members of such body the Board and/or committee); (b) be entitled to attend (or, at in the option case of such representativetelephone meetings, monitor by telephonemonitor) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of the Board and/or committee; (d) be entitled to participate in all discussions conducted at such body and/or committee at meetings and (e) receive as soon as available (but in any event prior to the same time and in next succeeding board meeting) copies of the same manner as the same is furnished or made available to minutes of all such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedmeetings. If any action is proposed to be taken by such body the Board and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, LLC will use reasonable efforts to give written notice thereof to such representatives. The LLC will furnish or cause to be furnished such representative representatives with a copy of each such written consent promptly within a reasonable amount of time after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lenderbeen signed by its last signatory. Such representative representatives shall not constitute a member members of such body the Board and/or committee and shall not be entitled to vote on any matters presented at meetings of such body the Board and/or committee or to consent to any matter as to which the consent of any such body the Board and/or committee shall have been requested. The Loan Parties will pay (or reimburse) upon request by Notwithstanding anything to the contrary in this Section 5.1(h)(i), any such representative for must first agree in writing to hold in confidence all reasonable out-of-pocket expenses incurred LLC information to be so provided unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 5.1(h)(i) by such representative Member), (b) is or has been independently developed or conceived by such Member without use of the LLC’s confidential information, or (c) is or has been made known or disclosed to such Member by a third party without any obligation of confidentiality; provided, however, that a Member may disclose confidential information (w) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with attending monitoring its investment in the Company; (x) to any prospective purchaser of any Units or Interest from such meetingsMember, if such prospective purchaser agrees to be bound by the provisions of this Section 5.1(h)(i); (y) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Member in the ordinary course of business, provided that such Member informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (z) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Member promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Further notwithstanding anything to the contrary in this Section 5.1(h)(i), the LLC reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board determines, in its sole discretion, that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the LLC and its counsel or result in disclosure of trade secrets or a conflict of interest. (ii) Notwithstanding anything in this Agreement to the contrary, and in lieu of Section 5.1(h)(i), Innventus Fund, shall be entitled to a non-voting Board observer as provided in this Section 5.1(h)(ii). As long as Innventus Fund owns an aggregate of at least 500,000 combined Class B-1 Units and Class B-2 Units (as may be adjusted for splits or recapitalizations from time to time), the Company shall invite a representative of Innventus Fund to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at substantially the same time as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided in accordance with Section 5.1 of this Agreement; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

Board Observation Rights. Each of Administrative Agent Comvest Capital II, L.P. (for so long as Administrative Agent “Comvest”) or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) its designee shall have the right to designate its own representative right, on behalf of the Lenders, to: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directorsdirectors (or other comparable body) and/or the equity holders of each of the Loan Party Parties, as applicable, and each committee thereof of any such board of directors (or other comparable body) (such notice to be given delivered or mailed to Comvest as specified in Section 10.Q] of the same manner and Credit Agreement at the same time as notice is given to the members of any such body board of directors (or other comparable body) and/or committeecommittee and/or equity holders but in no event later than two (2) Business Days prior to the date of such meeting); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; and (c) receive all notices, information information, reports and reports minutes of meetings, which are furnished (or made available available) to the members of any such body board of directors (or other comparable body) and/or committee and/or equity holders at the same time and in the same manner as the same is furnished (or made available available) to such members, except that these observers may ; and (d) be excluded from access entitled to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan Party determines participate in good faith upon advice of in-house or outside counsel that all discussions conducted at such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedmeetings. If any action is proposed to be taken by any such body board of directors (or other comparable body) and/or committee by written consent in lieu of a meeting, the Borrower willLoan Parties, as applicable, will (if Comvest has then elected to receive MNPI as provided in Section 4) give written notice thereof to Comvest or its applicable designee, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon Administrative Agent’s request, which any member of any such board of directors (or other comparable body) and/or committee receives the same. Each Loan Party will furnish Comvest or cause to be furnished such representative its applicable designee with a copy of each such written consent promptly not later than five (5) days after it has become been signed by a sufficient number of signatories to make it effective. Comvest or, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lender. Such representative as applicable, Comvest’s designee shall not constitute a member of any such body board of directors (or other comparable body) and/or committee and shall not be entitled to vote on any matters presented at meetings of any such body board of directors (or other comparable body) and/or committee or to consent to any matter as to which the consent of any such body board of directors (or other comparable body) and/or committee shall have been requested. The Loan Parties will pay (reimburse Comvest or reimburse) upon request by any such representative its designee, as applicable, for all reasonable out-of-pocket expenses incurred by such representative in connection with attending such meetingsmeetings and/or exercising any rights under this Section 5. Nothing set forth in this Section 5 shall be deemed to apply or affect the rights of Comvest or any other affiliate of Comvest as an equity holder of any Loan Party. Notwithstanding the foregoing, if any Loan Party receives advice from legal counsel that there is a substantial risk that discussing a specified matter in the presence of a person who is not a member of its board of directors (or other comparable body), or sending specified board materials to such person, would result in such Loan Party’s loss of attorney-client privilege with respect to a specified matter or create a conflict of interest, such Loan Party may exclude Comvest or, as applicable, Comvest’s designee from the portion of a board meeting where such matter will be discussed or exclude such board materials from the materials sent to Comvest or, as applicable, Comvest’s designee, or both, provided that such Loan Party shall promptly notify Comvest or, as applicable, Com vest’s designee that any exclusion from a board meeting or materials distributed to its board of directors (or other comparable body) was effected to preserve its attorney-client privilege or avoid conflicts of interest.

Board Observation Rights. Each Cause Comvest (provided that, in the event that none of Administrative Agent (for so long as Administrative Agent Comvest, its Affiliates and or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest shall be deemed to be a reference to such Lender) shall to have the right to designate its own representative toone representative, who shall: (a) receive prior written notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders, and the committee members, as applicable) of all meetings (both regular and special) of the governing body (including any board of directorsdirectors (or other comparable body) and of the equityholders of each Loan Party and each committee thereof of any such board of directors (such notice to be given in the same manner and at the same time as notice is given to the members of such body and/or committeeor other comparable body); (b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; and (c) receive all notices, information information, reports and reports minutes of meetings, which are furnished (or made available available) to the members of any such body board of directors (or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in the same manner as the same is furnished (or made available available) to such membersmembers and equityholders; and (d) be entitled to participate in all discussions conducted at such meetings; provided, except however, that these observers if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or, upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and such representative of Comvest may be excluded from access to any meeting or portion thereof (as well as the distribution of applicable portions of related materials and minutes or related thereto) if the applicable Loan Party determines in good faith upon advice of in-house draft resolutions or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedconsents. If any action is proposed to be taken by any such body board of directors (or other comparable body), equityholders and/or committee by written consent in lieu of a meeting, the Parent and the Borrower willshall give, upon Administrative Agent’s request, furnish or shall cause to be furnished given, written notice thereof to such representative with of Comvest, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other comparable body), equityholders and/or LEGAL02/39661241v2LEGAL02/39709302v6 committee receives the same. The Parent and the Borrower shall furnish, or shall cause to be furnished, to such representative a copy of each such written consent promptly not later than five (5) days after it has become been signed by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, unless Borrower shall hold a scheduled meeting of Borrower’s executive officers to review Borrower’s business and operations, and the applicable Loan Party determines rights of Comvest and each Lender, and the limitations thereon, set forth in good faith that such provision is reasonably likely this Section 5.13 with respect to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lender. Such representative shall not constitute a member of such body and/or committee and shall not be entitled to vote on any matters presented at meetings of Borrower’s board of directors shall apply mutatis mutandis with respect to each such body and/or committee or to consent to any matter as to which the consent meeting of any such body and/or committee shall have been requested. The Loan Parties will pay (or reimburse) upon request by any such representative for all reasonable out-of-pocket expenses incurred by such representative in connection with attending such meetingsBorrower’s executive officers.

Board Observation Rights. Each of Administrative Agent (for so long as Administrative Agent or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) The Required Holders shall have the right to designate its own appoint one representative towho shall: (a) receive prior written notice of all meetings (both regular and special) of the governing body boards of directors (including any board of directorsor similar body) of each Loan Party the Company and its Subsidiaries and each committee thereof of any such board (such notice to be given as specified in the same manner and Section 8.01 at the same time as notice is given to the members of any such body board and/or committee); (b) be entitled to attend (or, at in the option case of such representativetelephone meetings, monitor by telephonemonitor) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of any such body board and/or committee at the same time and in the same manner as the same is furnished or made available to such members and (d) receive, at the same time and in the same manner as the same is furnished to such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as copies of the distribution minutes of materials and minutes related thereto) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that all such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedmeetings. If any action is proposed to be taken by any such body board and/or committee by written consent in lieu of a meeting, the Borrower willCompany will use reasonable efforts to give written notice thereof to such representative, upon Administrative Agent’s request, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given to the members of any such board and/or committee. The Company will furnish or cause to be furnished such representative with a copy of each such written consent promptly not later than five days after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lenderbeen signed by its last signatory. Such representative shall not constitute a member of any such body board and/or committee and shall not be entitled to vote on any matters presented at meetings of any such body board and/or committee or to consent to any matter as to which the consent of any such body board and/or committee shall have been requested. The Loan Parties will pay Co-Issuers shall reimburse such designated representative of the Holders (or reimburse) the employers of such representative), promptly upon request by any such representative receipt of an invoice therefore, for all the reasonable out-of-pocket costs and expenses incurred by of such representative in attending such meeting. The foregoing provisions of this Section 4.01(n) are subject in all respects to the right of the members of such board to exclude such representative from portions of meetings of the board or omit to provide such representative with certain information if such members believe in good faith that such exclusion or omission is necessary in order to (i) avoid a conflict of interest in connection with attending such meetingsthe board’s discussion of its financing arrangements under this Agreement, (ii) fulfill the contractual obligations of the Company or any of its Subsidiaries with respect to confidential or proprietary information of third parties or (iii) preserve attorney-client privilege.

Board Observation Rights. Each of Administrative Agent (for so long as Administrative Agent i) The Board may, by written agreement and on the terms and conditions set forth therein, permit one or an Affiliate of Administrative Agent are either Administrative Agent or a Lender) and CM Capital (for so long as CM Capital or an Affiliate of CM Capital is a Lender) shall more Persons to have the right to designate its own appoint a representative towho shall: (a) receive prior written notice of all meetings (both regular and special) of the governing body (including any board of directors) of each Loan Party Board and each committee thereof of the Board (such notice to be given in the same manner and delivered or mailed at the same time as notice is given to the members of such body the Board and/or committee); (b) be entitled to attend (or, at in the option case of such representativetelephone meetings, monitor by telephonemonitor) all such meetings; and (c) receive all notices, information and reports which are furnished or made available to the members of the Board and/or committee; (d) be entitled to participate in all discussions conducted at such body and/or committee at meetings and (e) receive as soon as available (but in any event prior to the same time and in next succeeding board meeting) copies of the same manner as the same is furnished or made available to minutes of all such members, except that these observers may be excluded from access to any meeting or portion thereof (as well as the distribution of materials and minutes related thereto) if the applicable Loan Party determines in good faith upon advice of in-house or outside counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or if matters of conflict of interest to any Agent or Lender are being discussedmeetings. If any action is proposed to be taken by such body the Board and/or committee by written consent in lieu of a meeting, the Borrower will, upon Administrative Agent’s request, LLC will use reasonable efforts to give written notice thereof to such representatives. The LLC will furnish or cause to be furnished such representative representatives with a copy of each such written consent promptly within a reasonable amount of time after it has become effective, unless the applicable Loan Party determines in good faith that such provision is reasonably likely to affect the attorney-client privilege upon advice of in-house or outside counsel or that such matter involves a conflict of interest with any Agent or Lenderbeen signed by its last signatory. Such representative representatives shall not constitute a member members of such body the Board and/or committee and shall not be entitled to vote on any matters presented at meetings of such body the Board and/or committee or to consent to any matter as to which the consent of any such body the Board and/or committee shall have been requested. The Loan Parties will pay (or reimburse) upon request by Notwithstanding anything to the contrary in this Section 5.1(h)(i), any such representative for must first agree in writing to hold in confidence all reasonable out-of-pocket expenses incurred LLC information to be so provided unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 5.1(h)(i) by such representative Member), (b) is or has been independently developed or conceived by such Member without use of the LLC’s confidential information, or (c) is or has been made known or disclosed to such Member by a third party without any obligation of confidentiality; provided, however, that a Member may disclose confidential information (w) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with attending monitoring its investment in the Company; (x) to any prospective purchaser of any Units or Interest from such meetingsMember, if such prospective purchaser agrees to be bound by the provisions of this Section 5.1(h)(i); (y) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Member in the ordinary course of business, provided that such Member informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (z) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Member promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Further notwithstanding anything to the contrary in this Section 5.1(h)(i), the LLC reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board determines, in its sole discretion, that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the LLC and its counsel or result in disclosure of trade secrets or a conflict of interest.