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 Borrower shall notify Lender in writing at least 10 Business Days in advance of the time and place of any regularly scheduled meeting, or as soon as reasonably possible of any unscheduled meeting, of the Wellington Unit Threshold is metBoard of Directors or any similar governing body of Borrower or any Subsidiary (including without limitation telephone, conference call, and video meetings), and Lender shall have the Wellington Members may designate one observer (the “Wellington Observer”) right to have a representative attend in a nonvoting observer capacity all meetings of the BoardBoard of Directors of any similar governing body of Borrower or any Subsidiary (including without limitation telephone, conference call, and video meetings), in a nonvoting-observer capacity; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Borrower reserves the right to withhold any committee information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could reasonably be expected to adversely affect the attorney-client privilege between the Borrower and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such representative is a competitor 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 Borrower. Borrower shall provide the Wellington Observer give Lender copies of all notices, minutes, consents, consents and other material that it materials Borrower or any Subsidiary provides to the members of the Boardits directors in connection with said meetings, 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 materials are provided to such membersdirectors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company Borrower reserves the right to exclude the Wellington Observer from withhold any information if access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is information could reasonably necessary be expected to preserve adversely affect the attorney-client privilegeprivilege between the Borrower and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such representative is a competitor of the Borrower. To the extent the Any information and other material furnished provided to Lender shall be subject to the Wellington Observer pursuant to confidentiality provisions of Section 8.3 of 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 suchAgreement.

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 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 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, upon the request of the Agent, 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 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.