Board of Directors – Lender Representation Sample Clauses

Board of Directors – Lender Representation. The Lender shall, so long as the Credit Facility remains outstanding, be entitled to have one individual who is reasonably acceptable to the Borrower serve as a representative (the “Lender Representative”) to attend and participate (but not vote) at meetings (in person and teleconference) of the Board of Directors for the Borrower and any committee thereof including any advisory committee, which is formally constituted by the Board of Directors for the Borrower (each, a “Committee”) and convened or called at any time hereafter. If the Board of Directors or any Committee determines in good faith that the exclusion of the Lender Representative from any meeting or portion thereof or the withholding of any information or materials from the Lender Representative is reasonably necessary to (i) in the good-faith advice of legal counsel, preserve the attorney-client privilege of the Loan Parties with respect to a matter that, if disclosed to the Lender Representative, would jeopardize a Loan Party’s claim of privilege with respect to such matter, or (ii) avoid a conflict of interest, then the Borrower will have the right to exclude the Lender Representative from those portions of any such meeting or withhold those portions of information or materials from the Lender Representative; provided, however, that in any event, the Lender Representative shall receive notice of (A) the occurrence of such meeting at the same time as the Board of Directors of Borrower and (B) the exclusion of such materials (but not the substance thereof). The Lender Representative shall be sent notices of meetings of the Board of Directors of the Borrower and the Committees and provided with copies of all other materials provided to the Board of Directors and the Committees including material relating to financial performance review, business proposals and budgets of the Borrower, at the same time as such documents are sent to the Board of Directors and members of the Committees. The Lender Representative shall also receive copies of minutes of all meetings of the Board of Directors of the Borrower and the Committees and of all resolutions passed by the Board of Directors and the Director Committees promptly following such meetings being held or resolutions being passed, as the case may be. The Lender Representative shall not be entitled to receive director fees or other additional compensation unless otherwise agreed to by the Borrower (e.g. for special projects or initiatives) nor shall th...

Board of Directors – Lender Representation. 8.5.1 So long as any Obligations in excess of $1,000,000 remain outstanding, the Lender shall, at the Lender's option, have the right to appoint one (1) individual as a non-voting observer to the Board (a "Lender Representative"). Subject to the terms of the Board Observer Agreement, the Lender Representative shall be sent notices of and be entitled to attend all meetings of the Board and any committee of the Board, and to receive all documents and information provided to the members of the Board or its committees at the same time such documents and information are sent to such members. 8.5.2 The Lender Representative shall not be entitled to receive director fees or other additional compensation unless otherwise agreed to by the Borrower, in its sole discretion. 8.5.3 In connection with its appointment as a board observer, the Lender shall enter into a customary form of board observer agreement, substantially in the form attached as Exhibit C which shall include, among others, customary confidentiality and non-disclosure covenants (the "Board Observer Agreement") and the Lender Representative shall not be sent notices of or be entitled to attend meetings of the Board or any committee of the Board nor be provided with any other information required to be provided pursuant to this Section 8.5 until such time as the Board Observer Agreement has been executed.