Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. For so long as the Wellington Unit Threshold is met, the Wellington Members may designate one observer (the “Wellington Observer”) to attend in a nonvoting observer capacity all meetings of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer copies of all notices, minutes, consents, and other material that it provides to the members of the Board, any committee of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary at the same time such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege. To the extent the information and other material furnished to the Wellington Observer pursuant to this Section 9.4 constitutes or contains Confidential Information, the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information (under applicable securities laws) about any other entity with publicly traded securities, the Company shall identify such information as such.

Board Observation Rights. For so long Until such time as all Obligations (as defined in the Wellington Unit Threshold is metMaster Security Agreement) have been paid in full, the Wellington Members may designate Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): the Company shall permit one observer (representative of the “Wellington Observer”) Purchasers to attend in a nonvoting observer capacity all meetings of the Boardboard of directors of the Company (the “Board of Directors”) in a non-voting observer capacity, any committee which observation right shall include the ability to observe discussions of the Board of Directors, and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer such representative with copies of all notices, minutes, written consents, and other material materials that it provides to the members of the BoardBoard of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any committee representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and any board of to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or board legal counsel, as necessary), and (ii) the Board of managers (and any committees thereof) Directors may withhold from it certain information or material furnished or made available to the Board of any Material Subsidiary at Directors or exclude it from certain confidential “closed sessions” of the same time Board of Directors if the furnishing or availability of such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any information or material or meeting or portion thereof if the Company believes upon advice of counsel that its presence at such exclusion is reasonably necessary to preserve the “closed sessions” would jeopardize such Company’s attorney-client privilegeprivilege or if the Board of Directors otherwise reasonably so requires. To the extent the information and other material furnished to the Wellington Observer pursuant to The Board Observation Rights set forth in this Section 9.4 constitutes shall automatically terminate and be of no further force or contains Confidential Information, effect upon the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(aindefeasibly payment in full of all Obligations (as defined in the Master Security Agreement); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information (under applicable securities laws) about any other entity with publicly traded securities, the Company shall identify such information as such.

Board Observation Rights. For so long Until such time as the Wellington Unit Threshold is metall Obligations (as defined in each Security Document) for indebtedness have been indefeasibly paid in full, the Wellington Members may designate Creditor Parties will be entitled to the following board observation rights (“Board Observation Rights”): ICF shall permit one observer (representative on behalf of the “Wellington Observer”) Creditor Parties to attend in a nonvoting observer capacity all meetings of the Boardboard of directors of ICF (the “Board of Directors”) in a non-voting observer capacity, any committee which observation right shall include the ability to observe discussions of the Board of Directors, and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer such representative with copies of all notices, minutes, written consents, and other material materials that it provides to the members of the BoardBoard of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Creditor Party agrees, on behalf of itself and any committee representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (a) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to such Creditor Party) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and any board of to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or board legal counsel, as necessary), and (b) the Board of managers (and any committees thereof) Directors may withhold from it certain information or material furnished or made available to the Board of any Material Subsidiary at Directors or exclude it from certain confidential “closed sessions” of the same time Board of Directors if the furnishing or availability of such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any information or material or meeting or portion thereof if the Company believes upon advice of counsel that its presence at such exclusion is reasonably necessary to preserve the “closed sessions” would jeopardize ICF’s attorney-client privilegeprivilege or if the Board of Directors otherwise reasonably so requires. To the extent the information and other material furnished to the Wellington Observer pursuant to The Board Observation Rights set forth in this Section 9.4 constitutes 6.31 shall automatically terminate and be of no further force or contains Confidential Information, effect upon the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent indefeasibly payment in writing to such disclosure or delivery. “Due care” means the same level full of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information all Obligations (under applicable securities lawsas defined in each Security Document) about any other entity with publicly traded securities, the Company shall identify such information as suchfor indebtedness.

Board Observation Rights. For so long Until such time as all Obligations (as defined in the Wellington Unit Threshold is metMaster Security Agreement) have been indefeasibly paid in full, the Wellington Members may designate Purchasers will be entitled to the following board observation rights (“Board Observation Rights”): the Company shall permit one observer (representative of the “Wellington Observer”) Purchasers to attend in a nonvoting observer capacity all meetings of the Boardboard of directors of the Company (the “Board of Directors”) in a non-voting observer capacity, any committee which observation right shall include the ability to observe discussions of the Board of Directors, and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer such representative with copies of all notices, minutes, written consents, and other material materials that it provides to the members of the BoardBoard of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Purchaser agrees, on behalf of itself and any committee representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Purchaser) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and any board of to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or board legal counsel, as necessary), and (ii) the Board of managers (and any committees thereof) Directors may withhold from it certain information or material furnished or made available to the Board of any Material Subsidiary at Directors or exclude it from certain confidential “closed sessions” of the same time Board of Directors if the furnishing or availability of such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any information or material or meeting or portion thereof if the Company believes upon advice of counsel that its presence at such exclusion is reasonably necessary to preserve the “closed sessions” would jeopardize such Company’s attorney-client privilegeprivilege or if the Board of Directors otherwise reasonably so requires. To the extent the information and other material furnished to the Wellington Observer pursuant to The Board Observation Rights set forth in this Section 9.4 constitutes shall automatically terminate and be of no further force or contains Confidential Information, effect upon the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(aindefeasible payment in full of all Obligations (as defined in the Master Security Agreement); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information (under applicable securities laws) about any other entity with publicly traded securities, the Company shall identify such information as such.

Board Observation Rights. For so long Until such time as the Wellington Unit Threshold is metall Obligations have been indefeasibly paid in full, the Wellington Members may designate Creditor Parties will be entitled to the following board observation rights (“Board Observation Rights”): each Company shall permit one observer (representative of the “Wellington Observer”) Creditor Parties to attend in a nonvoting observer capacity all meetings of the Boardboard of directors of such Company (the “Board of Directors”) in a non-voting observer capacity, any committee which observation right shall include the ability to observe discussions of the Board of Directors, and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary, and, in this respect, the Company shall provide the Wellington Observer such representative with copies of all notices, minutes, written consents, and other material materials that it provides to the members of the BoardBoard of Directors, at the time it provides them to such members. The observation right may be exercised in person or via telephone or videophone participation. Each Creditor Party agrees, on behalf of itself and any committee representative exercising the observation rights set forth herein, that so long as it shall exercise its observation right (i) it shall hold in strict confidence pursuant to a confidentiality and non-disclosure agreement (in form and substance satisfactory to each Creditor Party) all information and materials that it may receive or be given access to in connection with meetings of the Board of Directors and any board of to act in a fiduciary manner with respect to all information so provided (provided that this shall not limit its ability to discuss such matters with its officers, directors or board legal counsel, as necessary), and (ii) the Board of managers (and any committees thereof) Directors may withhold from it certain information or material furnished or made available to the Board of any Material Subsidiary at Directors or exclude it from certain confidential “closed sessions” of the same time Board of Directors if the furnishing or availability of such material is provided to such members; provided, however, that the Company reserves the right to exclude the Wellington Observer from access to any information or material or meeting or portion thereof if the Company believes upon advice of counsel that its presence at such exclusion is reasonably necessary to preserve the “closed sessions” would jeopardize such Company’s attorney-client privilegeprivilege or if the Board of Directors otherwise reasonably so requires. To the extent the information and other material furnished to the Wellington Observer pursuant to The Board Observation Rights set forth in this Section 9.4 constitutes shall automatically terminate and be of no further force or contains Confidential Information, effect upon the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent indefeasibly payment in writing to such disclosure or delivery. “Due care” means the same level full of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information (under applicable securities laws) about any other entity with publicly traded securities, the Company shall identify such information as suchall Obligations.

Board Observation Rights. For so long as the Wellington Unit Threshold is met, the Wellington Members may designate one observer (the “Wellington Observer”A) to attend in a nonvoting observer capacity all meetings The board of directors of the BoardParent shall hold a meeting (which may be held by conference call) at least quarterly for the purpose of discussing the business and operations of such Person and its Subsidiaries, any committee including the Borrowers. The Parent shall notify the Administrative Agent of the Board date and any time for each regular and special meeting of its board of directors or board any committee thereof or of managers (and any committees thereof) the adoption of any Material Subsidiary, and, resolutions by written consent (describing in this respect, reasonable detail the Company shall provide nature and substance of such action) at the Wellington Observer copies of all notices, minutes, consents, same time and other material in the same manner that it provides notice is provided to the members directors of the Board, Parent and provide to the Administrative Agent any committee materials delivered to the directors of the Board and any board of directors or board of managers (and any committees thereof) of any Material Subsidiary Parent at the same time such material is materials are provided to such membersdirectors. The Administrative Agent shall be free to contact the directors of the Parent and discuss the pending actions to be taken. (B) The Parent shall permit one authorized representative of the Administrative Agent to attend and participate in all meetings of such Person’s board of directors and any committee thereof, whether in person, by telephone or otherwise (such representative is sometimes referred to herein as the “Observer”). The Parent shall provide the Observer with such notice and other information with respect to such meetings as are delivered to the directors of such Person. If attendance in person by the Parent’s board of directors is required, the Parent shall pay such representative’s reasonable out-of-pocket expenses (including, without limitation, the cost of airfare, meals and lodging) in connection with the attendance at such meetings. (C) The Holders and each Observer to whom observation rights are provided under Section 6.3(z)(B) above, acknowledge and agree that the Parent is a public company whose securities are registered with the SEC, and as such: (i) any information concerning the Parent and the other Borrowers obtained as a result of the exercise of such observation rights shall be deemed Information (as defined in Section 12.18); (ii) any Information concerning the Parent and the other Borrowers obtained as a result of the exercise of such observation rights may constitute material non-public information that the Parent is providing to the Holders and the Observer in reliance upon their agreements hereunder and the Parent’s reliance upon Rule 100(b)(2)(ii) of Regulation FD promulgated under the rules of the SEC; and (iii) the Holders and each Observer shall be subject to the same xxxxxxx xxxxxxx policies adopted by the Parent from time to time, as are applicable to the Parent’s board of directors, and to any restrictions, rules and regulations of the SEC regarding xxxxxxx xxxxxxx, or the use or dissemination of material non-public information, by members of a public company’s board of directors. Prior to acting as an Observer, the Holders shall cause each Observer to acknowledge and agree, in writing, to this Section 6.3(z)(C) and Section 12.18 (regarding confidentiality), and provide a copy of such written agreement to the Parent and the Borrowers; provided, however, that notwithstanding anything to the Company reserves contrary herein, the Administrative Agent and the Holders may elect at any time upon written notice to the Parent and the Borrowers to suspend their rights under paragraphs (A) and (B) of this Section 6.3(z), and from and after the date that is 90 days after the date of such notice until the date of delivery of any subsequent written notice from the Administrative Agent to the Parent and the Borrowers that the Administrative Agent is reinstituting its rights under paragraphs (a) and (b) of this Section 6.3(z), neither the Administrative Agent nor any Observer shall be subject to the xxxxxxx xxxxxxx policies adopted by the Parent that are applicable to the Parent’s board of directors. (D) Notwithstanding the foregoing, the Parent shall have the right to exclude the Wellington Observer from access any portion of its board of director or committee meetings to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is extent reasonably necessary to preserve the its attorney-client privilege. To privilege or attorney-client work product privilege as determined in good faith by the extent board of directors with advice from counsel or with respect to any discussions regarding the information and other material furnished refinancing or restructuring of the Indebtedness owed to the Wellington Observer pursuant to this Section 9.4 constitutes or contains Confidential Information, the Wellington Members covenant that they will use due care to prevent its officers, directors, partners, employees, trustees, counsel, accountants and other representatives from disclosing such Confidential Information to Persons other than their respective authorized employees, counsel, accountants, stockholders, beneficiaries, partners, limited partners and other authorized representatives and any other person permitted under Section 8.1(a); provided, however, that the Wellington Members may disclose or deliver any information should they be advised by counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or should the Company consent in writing to such disclosure or delivery. “Due care” means the same level of care that a Wellington Member would use to protect the confidentiality of sensitive or proprietary information regarding its other investments that are subject to similar confidentiality agreements. Any material to be provided to the Wellington Observer shall be sent solely to the address and department listed next to the signatures of the Wellington Purchasers, and such material shall not be sent to any other Person on behalf of the Wellington Observer without the prior written consent of a member of such department. If any of such material contains material, non-public information (under applicable securities laws) about any other entity with publicly traded securities, the Company shall identify such information as suchHolders.