Common use of BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER Clause in Contracts

BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by Borrower. (b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.

BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right right, from time to time time, to designate a nominee (initially, Xxxxxxx Xxxxxxxxx) to serve as a member of the Board of Directors of Borrower. In Agreement (Continued) -------------------------------------------------------------------------------- the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All reasonable and appropriate costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of or observer, shall be reimbursed by Borrower. (b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.

BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right night from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right night to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right night to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by Borrower. (b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights nights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.

BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right from time to time to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of observer, shall be reimbursed by Borrower. (b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.. -------------------------------------------------------------------------------- 40 45 Agreement (Continued) --------------------------------------------------------------------------------

BOARD REPRESENTATION OR ATTENDANCE BY OBSERVER. (a) Borrower herewith agrees that Agent shall have the right right, from time to time time, to designate a nominee to serve as a member of the Board of Directors of Borrower. In the event of a monetary Default under Section 8.01 hereof, the Agent shall have the right to designate one (1) additional nominee to serve as a member of the Board of Directors of Borrower. Borrower will nominate and use its best efforts to secure the election of such designee(s) as Director(s) of Borrower. During such time as Agent has not exercised such rights, the Agent shall have the right to designate an observer, who shall be entitled to attend and participate (but not vote) in all meetings of the Board of Directors and to receive all notices, reports, information, correspondence and communications sent by Borrower to members of the Board of Directors. All costs and expenses incurred in connection therewith by any such designated Director or observer, or by Agent on behalf of such Director of or observer, shall be promptly reimbursed by Borrower. (b) Any such Director or observer shall, if requested to do so, absent himself or herself from the meeting in the event of, and so long as, the Directors are considering and acting on matters pertaining to any rights or obligations of Borrower or the Lender under this Agreement, the Debentures, the other Loan Documents or the Subsidiary Documents.