Common use of Non-Voting Observers Clause in Contracts

Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, shall have the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in Subsection 6.4(c)). The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed.

Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above)), including as of the Effective Time, PAG, shall have the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in Subsection 6.4(c)). For the sake of clarity, as of the Effective Time, PAG has the right to a Non-Voting Observer. The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed. (ii) For the avoidance of doubt, any failures to comply with this Subsection 6.4(j) shall not affect in any way the validity of any actions taken by the Advisory Committee.

Non-Voting Observers. (ia) Each PartnerIn addition to its other rights under this Agreement, Eos shall be entitled to have up to two (2) non-voting observers at any Board meeting (collectively, the “Eos Observers”) who shall be designated in advance of such Board meeting by Eos, by notice to the Corporation prior to such Board meeting (and who shall also be subject to removal for no reason or any reason whatsoever by Eos by notice to the Corporation). (b) In addition to its other rights under this Agreement, the Management Stockholders shall be entitled to have up to two (2) non-voting observers at any Board meeting (collectively, the “Management Observers”) who shall be designated in advance of such Board meeting by the Management Stockholders, by notice to the Corporation prior to such Board meeting (and who shall also be subject to removal for no reason or any reason whatsoever by the Management Stockholders by notice to the Corporation). (c) In addition to its other rights under this Agreement, RCC shall be entitled to have up to two (2) non-voting observers at any Board meeting (collectively, the “RCC Observers” and, together with its Affiliatesthe Eos Observers and the Management Observers, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, shall have the right to a non-voting observer (the “Non-Voting ObserverObservers”) at all duly called who shall be designated in advance of such Board meeting by RCC, by notice to the Corporation prior to such Board meeting (and convened meetings of who shall also be subject to removal for no reason or any reason whatsoever by RCC by notice to the Advisory Committee Corporation). (as provided for in Subsection 6.4(c)). The Non-Voting d) Each Observer shall be entitled to receive be present at all materials meetings of the Board (and information distributed to each committee thereof) (each, a “Corporation Governing Body”), as well as at all meetings of the board of directors (or similar governing body) of all direct and indirect Subsidiaries of the Corporation (and each committee thereof) (each, a “Subsidiary Governing Body”). The Corporation shall notify each Observer of each meeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and place of such meeting, in the same manner and at the same times as the members of such Corporation Governing Body or Subsidiary Governing Body, as the Advisory Committee case may be, are notified. (e) Each Observer shall (i) have the same access to information concerning the business and operations of the Corporation and its Subsidiaries, including notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in such capacitydiscussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies and (iii) in connection be provided with such duly called copies of all notices, minutes, consents, and convened meetings (including written forms of consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member meetings of the Advisory Committee, except Corporation Governing Bodies and the Subsidiary Governing Bodies and all other material that the General Partner may exclude Corporation or any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided its Subsidiaries provides to members of any Corporation Governing Body or Subsidiary Governing Body as such, in each case at the Advisory Committeesame time or times as such notices, if the General Partner reasonably determines that the participation of the Non-Voting Observerminutes, consents or forms are issued or circulated by or to, or access to the applicable informationsuch other material is provided to, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributedmembers.

Non-Voting Observers. (i) Each Partner, Member that (together with its Affiliates) holds, that does not as of the Effective Date, at least 7.5% of the then outstanding Common Shares (excluding Incentive Shares) shall have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent two observers (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) and only for so long as such Partner, Member continues to hold at least 7.5% of the then outstanding Common Shares (excluding Incentive Shares)) and (ii) each Member that (together with its Affiliates) holds, owns a Percentage Interest as of not less than five percent (5%) (which for 9:00 a.m. Eastern time on the purposes record date of this determination shall include a pro rata portion each annual meeting, at least 7.5% of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings then outstanding Common Shares (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, Incentive Shares) shall have the right to a non-voting appoint one observer (each such observer appointed pursuant to subclause (i) and (ii), a “Board Observer” and collectively, the “Non-Voting ObserverBoard Observers”) at all duly called and convened meetings to the Board of Managers and, to the extent applicable, to the governing bodies of each of the Advisory Committee Company’s Significant Subsidiaries (as provided for in Subsection 6.4(c)collectively, the “Boards”). The Non-Voting Subject to Section 5.11(c), each Board Observer shall be entitled to attend and speak at all meetings of the Boards, and shall receive all reports, meeting materials, notices and other materials as and when provided to the Managers or members of the other Boards. (b) No Board Observer shall have the power to vote or consent to any matter presented to the Boards, to take any action proposed to be taken by the Boards, or to otherwise participate in the management of or direct the actions of the Company or its Significant Subsidiaries. The initial Board Observers are set out in Schedule 5.11(c). Neither the failure to give proper notice to the Board Observers, nor the failure of a Board Observer to attend a meeting of any of the Boards will invalidate any actions of any Board that are otherwise duly taken. (c) Notwithstanding the foregoing, a Board Observer may be excluded from having access to any Board materials and information distributed to may be excluded from any portion of any meeting of any Board of Managers if, upon the affirmative vote of the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu Board of such meetings) and shall have access to Managers or the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committeeother Boards, if as applicable, that are not Affiliated with the General Partner reasonably determines that the participation of the Non-Voting Board Observer, or access such exclusion is reasonably necessary to the applicable information, could reasonably be expected to (1) result in a waiver of preserve the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account Company or the execution of a common interest agreement) with respect to applicable Significant Subsidiary or is deemed necessary for any matters to be discussed or any matters included reason in the information discretion of the Board of Managers. As a condition of participating in any meeting or receiving any materials or notices, each Board Observer shall be required to be distributed; (2) expose to any Non-Voting execute a written acknowledgement that such Board Observer (who represents or is affiliated with a competitor subject to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter confidentiality requirements set forth in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributedSection 11.14.

Non-Voting Observers. (ia) Each PartnerIn addition to its other rights under this Agreement, together with its Affiliates, that does not each Investor shall be entitled to have the right up to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent one (5%1) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, shall have the right to a non-voting observer (the “Non-Voting "Observer”") at all duly called who shall be designated by such Investor, in its sole discretion, by notice to the Corporation from time to time (and convened meetings of who shall also be subject to removal for no reason or any reason whatsoever by such Investor by notice to the Advisory Committee Corporation from time to time). (as provided for in Subsection 6.4(c)). The Non-Voting b) Each Observer shall be entitled to receive be present at all materials meetings of the Board (and information distributed to each committee thereof) (each, a "Corporation Governing Body"), as well as at all meetings of the board of directors (or similar governing body) of all direct and indirect Subsidiaries of the Corporation (and each committee thereof) (each, a "Subsidiary Governing Body”). The Corporation shall notify each Observer of each meeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and place of such meeting, in the same manner and at the same times as the members of such Corporation Governing Body or Subsidiary Governing Body, as the Advisory Committee case may be, are notified. (c) Each Observer shall (i) have the same access to information concerning the business and operations of the Corporation and its Subsidiaries, including, but not limited to, notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in such capacitydiscussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies, and (iii) in connection be provided with such duly called copies of all notices, minutes, consents, and convened meetings (including written forms of consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member meetings of the Advisory Committee, except Corporation Governing Bodies and the Subsidiary Governing Bodies and all other material that the General Partner may exclude Corporation or any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided its Subsidiaries provides to members of any Corporation Governing Body or Subsidiary Governing Body as such, in each case at the Advisory Committeesame time or times as such notices, if the General Partner reasonably determines that the participation of the Non-Voting Observerminutes, consents or forms are issued or circulated by or to, or access to the applicable informationsuch other material is provided to, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributedmembers.

Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes purpose of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above and the members of the PAG Consolidated Group) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above), including as of the Effective Time, PAG), shall have the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in Subsection 6.4(c)). For the sake of clarity, as of the Effective Time there are no Non-Voting Observers. The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed. (ii) For the avoidance of doubt, any failures to comply with this Subsection 6.4(j) shall not affect in any way the validity of any actions taken by the Advisory Committee.

Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes purpose of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above and the members of the PAG Consolidated Group) and shall have the right, only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than at least such five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any)Percentage Interest, but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, shall have the right to designate a non-voting observer (the “Non-Voting Observer”) at to attend all duly called and convened meetings of the Advisory Committee (as provided for in pursuant to Subsection 6.4(c)). For the sake of clarity, as of the Effective Time there are no Non-Voting Observers. The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a 41 competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the such Non-Voting Observer may be excluded from any meeting of the Advisory Committee, or portions thereof, or deny denied access to any information provided to the members of the Advisory Committee, if such members there is Majority Approval, reasonably determine, determined in a closed session, to exclude of the exclusion of such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed. (ii) For the avoidance of doubt, any failures to comply with this Subsection 6.4(j) shall not affect in any way the validity of any actions taken by the Advisory Committee.

Non-Voting Observers. (i) Each Partner, together with its Affiliates, that does not have the right to appoint a member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of not less than five percent (5%) (which for the purposes purpose of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP PTL GP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, but with respect to PAG, excluding shall exclude Partnership Interests held directly or indirectly by the other Penske PartnersPartners (other than its interest through PTL GP as described above and the members of the PAG Consolidated Group) and shall have the right, only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than at least such five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any)Percentage Interest, but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, shall have the right to designate a non-voting observer (the “Non-Voting Observer”) at to attend all duly called and convened meetings of the Advisory Committee (as provided for in pursuant to Subsection 6.4(c)). For the sake of clarity, as of the Effective Time there are no Non-Voting Observers. The Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any information or portions thereof provided to members of the Advisory Committee, if the General Partner reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s counsel and, if applicable, taking into account the execution of a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor to the Partnership, a customer, supplier or other business partner of the Partnership or a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the such Non-Voting Observer may be excluded from any meeting of the Advisory Committee, or portions thereof, or deny denied access to any information provided to the members of the Advisory Committee, if such members there is Majority Approval, reasonably determine, determined in a closed session, to exclude of the exclusion of such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributed. (ii) For the avoidance of doubt, any failures to comply with this Subsection 6.4(j) shall not affect in any way the validity of any actions taken by the Advisory Committee.

Non-Voting Observers. (a) In addition to their other rights under this Agreement, (i) the Eos Entities shall be entitled to have an unlimited number of non-voting observers and (ii) if, pursuant to Section 2.1(d), the Management Stockholders appoint a Management Director other than W. Xxxxxx Xxxxxx, III or Xxxx X. Xxxxxx, each such Management Director shall be entitled to have one (1) non-voting observer (collectively, the “Observers”) who shall be designated by the applicable Eos Entity, or the Management Director, as applicable, in its sole discretion, by notice to the Corporation from time to time (and who shall also be subject to removal for no reason or any reason whatsoever by such Eos Entity or Management Director, as applicable, by notice to the Corporation from time to time). (b) Each PartnerObserver shall be entitled to be present at all meetings of the Board (and each committee thereof that the designating director is a member of) (each, together with a “Corporation Governing Body”), as well as at all meetings of the board of directors (or similar governing body) of all direct and indirect Subsidiaries of the Corporation (and each committee thereof that the designating director is a member of) (each, a “Subsidiary Governing Body”). The Corporation shall notify each Observer of each meeting of each Corporation Governing Body and each meeting of each Subsidiary Governing Body, including the time and place of such meeting, in the same manner and at the same times as the members of such Corporation Governing Body or Subsidiary Governing Body, as the case may be, are notified. (c) Each Observer shall (i) have the same access to information concerning the business and operations of the Corporation and its AffiliatesSubsidiaries, including, but not limited to, notes, minutes and consents, at the same times as the members of each Corporation Governing Body or Subsidiary Governing Body may receive access to such information, (ii) be entitled to participate in discussions of the affairs, finances and accounts of, and consult with, and make proposals and furnish advice to, the Corporation Governing Bodies and the Subsidiary Governing Bodies, and the members of the Corporation Governing Bodies and the Subsidiary Governing Bodies and the Corporation shall use its reasonable best efforts to cause the officers of the Corporation and its Subsidiaries to take such proposals or advice seriously and give due consideration thereto, provided, that does not have the right nothing herein is intended to appoint a member require compliance with any such proposal or advice or to impose liability for any failure so to comply, and (iii) be provided with copies of all notices, minutes, consents, and forms of consents in lieu of meetings of the Advisory Committee pursuant Corporation Governing Bodies and the Subsidiary Governing Bodies and all other material that the Corporation or any of its Subsidiaries provides to Subsection 6.4(a)members of any Corporation Governing Body or Subsidiary Governing Body as such, but holds a Percentage Interest of not less than five percent (5%) (which for in each case at the purposes of this determination shall include a pro rata portion same time or times as such notices, minutes, consents or forms are issued or circulated by or to, or such other material is provided to, such members. A majority of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners) and only for so long as such Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent (5%) (which for the purposes of this determination shall include a pro rata portion of the Partnership Interest held by LJ VP based upon the Partner’s and its Affiliates’ ownership interests in Holdings (if any), but, with respect to PAG, excluding Partnership Interests held directly or indirectly by the other Penske Partners), including as of the Effective Time, PAG, Board shall have the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened exclude any Observer from portions of meetings of the Advisory Committee (as provided for in Subsection 6.4(c)). The Non-Voting Board or omit to provide any Observer shall be entitled to receive all materials and with certain information distributed to the if such members of the Advisory Committee Board believe that (in such capacityi) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the Non-Voting Observer were a member of the Advisory Committee, except that the General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of the Advisory Committee, or deny access to any such information or portions thereof provided to members of the Advisory Committee, if the General Partner could be reasonably determines that the participation of the Non-Voting Observer, or access to the applicable information, could reasonably be expected to (1) result in a waiver of adversely affect the attorney-client privilege between the Corporation and its counsel, or (based on ii) such disclosure is prohibited by an agreement with a third party; provided, however, that in the advice case of the Partnership’s counsel andpreceding clause (ii), the Corporation will use commercially reasonable efforts to provide such documentation, which requirement shall be satisfied if applicable, taking into account the execution of Observer is offered the opportunity to obtain such documentation by executing or otherwise becoming a common interest agreement) with respect to any matters to be discussed or any matters included in the information to be distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a competitor party to the Partnershipconfidentiality restrictions on substantially the same terms (including any standstill provisions) as are applicable to the Corporation. Notwithstanding anything to the contrary contained in this Agreement, an Observer may not use or disclose any information received by such Observer, unless and except to the extent that such use or disclosure could have been made by a customer, supplier or other business partner director of the Partnership or Corporation in compliance with all laws and duties applicable to a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a contract or understanding with any Person or Affiliate of director as such Person represented by the Non-Voting Observer is being described, discussed or voted upon, any information related to under such contract or understanding and/or (B) the Partnership’s business operations, objectives, opportunities, competitive positioning and/or prospects related to any such Person or any matter in which such Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause the Partnership to violate obligations with respect to confidential or proprietary information of third parties, provided that a Non-Voting Observer shall not be so excluded unless all other Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or receipt of such information, or portions thereof, would result in a violation of such third party obligations are also excluded; or (4) pose an actual or potential conflict of interest for the Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer, director, partner, member, consultant or fiduciary at another company that competes with the Partnership or is primarily engaged in a business in a substantially related industry, a majority of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from any meeting of the Advisory Committee, or portions thereof, or deny access to any information provided to the members of the Advisory Committee, if such members reasonably determine, in a closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the information included in the matters to be discussed and/or distributedcircumstances.