Common use of Board Observation Rights Clause in Contracts

Board Observation Rights. As long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) give Agent notice of all such meetings, at the same time as furnished to the members of such governing body, (ii) provide to the Board Observer all notices and board packages furnished to the members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing body, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoing.

Board Observation Rights. As long as Until such time that the HPS Lenders, collectively, have assigned more than 50% of the aggregate outstanding principal amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) the HPS Lenders, collectively, as of the aggregate amount of Second Amendment Effective Date to Lenders that are not HPS Lenders, the sum of (a) Loan Parties and the Term Parent Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower Guarantors shall allow one non-voting representative designated designated, from time to time, by Agent HPS to attend and participate solely as a non-voting observer in all meetings and other activities of the board of directors (or equivalent governing body other similar body) (the “Board of Directors”) of each of Parent, Holdings and the Borrower (each such Personmeeting, excluding all committees a “Board Meeting”; and sub-committees thereof (eachsuch representative, a “Board Observer”); provided, provided that such any Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) unless such representative is a director, manager, officer or employee of HPS, be subject to the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) not be entitled to vote on, consent to or otherwise approve any activity or policy taken or adopted by the board of directors or any committee thereof. The Borrower shall, and shall cause Parent and Holdings, to (A) give Agent the Board Observer notice of all such meetings, Board Meetings at the same time and in the same manner as such notice is furnished to the members of such governing bodythe Board of Directors, (iiB) provide to the Board Observer all notices notices, documents and board packages information (including proposed written consents) furnished to the members of such governing body, whether at or in anticipation the Board of a meeting, an action by written consent or otherwise, Directors of at the same time and in the same manner furnished to the members of such governing bodymembers, (iiiC) notify permit the Board Observer and permit such Board Observer to participate by telephone inin each Board Meeting, emergency meetings of such governing body, and (ivD) provide the Board Observer copies of the minutes of all such meetings Board Meetings at the time such minutes are furnished to the members of the Board of Directors, (E) cause regularly-scheduled Board Meetings to be held at least once per calendar quarter and (F) provide the Board Observer with copies of all written consents duly passed by the board of directors (or other similar body) or, to the extent the same are shared with other directors not on such governing committee (or other similar body), any committee of the board of directors (or other similar body) of Parent, Holdings or the Borrower. Xxxxxxxx shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred in connection with the Board Observer’s attendance at the Board Meetings. The Borrower shall indemnify the Board Observer to the same extent provided by Parent, Holdings or the Borrower to its directors. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude it is understood and agreed that the Board Observer may be excluded from any portion of a Board Meeting or from receiving any meeting or telephone call portion of the materials distributed to the members of the board of directors to the extent (i1) consisting of an executive sessionreasonably necessary to preserve legal privilege, (ii2) when any conflict of interest may arise (or be perceived to arise), including as to any discussion and/or materials (I) concerning the governing body discusses sale of Parent or any of its Subsidiaries or a material portion of the assets thereof, (II) relating to an actual or potential transaction with a Lender or any Affiliate thereof or other matter in which any Lender or any Affiliate thereof may be involved (including as to discussions or materials regarding this Agreement and the other Loan Documents or the Second Lien Note Purchase Agreement and the Note Documents (as defined therein)), (III) including the Board Observer in the same would adversely affect Parent and/or its applicable subsidiary under applicable Requirements of Law or (IV) relating to the strategy, negotiating positions or similar matters relating to this Agreementthe relationship of Parent or any of its subsidiaries or Affiliates, on the Other Documentsone hand, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent Lenders or any of their Affiliates and/or the LendersPurchasers under the Second Lien Note Purchase Agreement and/or any of their Affiliates, on the other hand, or (iii3) if required by confidentiality obligations of Parent or any of its Subsidiaries to third parties including Governmental Authorities (so long as such restriction exists or has been negotiated in good faith by Parent and to not for the extent Parent Holdco purpose of excluding or Borrower reasonably believes that limiting the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for ). The Board Observer, and the minutes and written consents delivered to the Board Observer or affect pursuant to this Section 5.18, shall be subject to the attorney/client or a similar privilege confidentiality provisions of any of Section 9.13; provided that (1) the Loan Parties Board Observer may disclose such information and materials to HPS, the HPS Lenders and their respective directors, officers, managers, employees, legal advisorscounsel and financial advisors on a “need to know” basis solely in connection with the transactions contemplated hereby, (2) without limiting clause (1) above, the carve-outs set forth in clauses (a) and (e) of Section 9.13 shall not apply, and (y3) withhold from the Board Observer information delivered to the governing body prior to any shall execute a written acknowledgment (which may be by email) of such meeting to the extent such information relates to any confidentiality obligations in favor of the foregoingBorrower.

Board Observation Rights. As long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective DateThe Borrower shall, and shall cause each of Parent Holdco and Borrower shall its Subsidiaries to, allow one non-voting representative two (2) representatives designated by Agent the Lender (such representatives, the “Board Observers”) to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Personthe Borrower and each of its Subsidiaries, excluding including all committees and sub-sub- committees thereof thereof. The Borrower shall, and shall cause each of its Subsidiaries to, (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (ia) give Agent the Lender notice of all such meetings, at the same time as furnished to the members directors, managers, or partners, as applicable, of such governing bodyBorrower or the applicable Subsidiary, (iib) provide to the each Board Observer all notices notices, documents and board packages information furnished to the members directors, managers, members, or partners, as applicable, of such governing bodyeach entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing bodydirectors, managers, members, or partners, as applicable, (iiic) notify the each Board Observer and permit each such Board Observer to participate by telephone in, emergency meetings of each such governing bodybody and all committees and sub-committees thereof, and (ivd) provide the each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such the applicable governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (iie) when cause regularly-scheduled meetings of the applicable governing body discusses any matters relating bodies to this Agreementbe held, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or and (iiif) if and to the extent Parent Holdco there are any in person meetings of any governing body of Borrower or Borrower reasonably believes that any of its Subsidiaries (or any committee or sub-committee thereof), the Board Observer’s presence Observers shall be permitted to attend such meeting in person. The Borrower shall reimburse the Lender for the reasonable costs and expenses incurred by such Board Observers in connection with attendance at or participation in meetings, in an amount not to exceed such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoing.Observers’ actual travel costs.6.15

Board Observation Rights. As long as The Company will, and will cause Parent to, give the aggregate amount Holders actual notice of all regular meetings and all special meetings of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is Company’s and the Parent’s Boards of Directors and all committees thereof, will permit at least forty percent one (40%1) person designated from time to time by the MassMutual Investors as a whole and up to two (2) persons designated from time to time by RSTW to attend such meetings as observers, and will provide each Holder with all information provided to the directors of the aggregate amount Company and/or the Parent. Such regular meetings will be held at least quarterly and at least a majority of the sum members of (a) Board of Directors must be present at such meetings. The Company will, and will cause the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrowerto, as applicable, reimburse at least one (1) person designated from time to time by the MassMutual Investors as a whole and up to two (2) persons designated from time to time by RSTW for reasonable out-of-pocket expenses incurred traveling to and attending such meetings. Each Holder agrees that such Holder and its designees shall not disclose any confidential information obtained in connection with this Section 6.25 to any Person (other than Persons in a confidential relationship with such Holder) unless such Person has agreed in writing to maintain such information confidential; provided, however, that nothing herein shall be deemed to prevent the disclosure of any confidential information if such disclosure is (i) give Agent notice of all such meetingsrequired to be made in a judicial, at the same time as furnished to the members of such governing bodyadministrative or governmental proceeding, (ii) provide to the Board Observer all notices and board packages furnished to the members of such governing body, whether at required by any applicable law or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing bodyregulation, (iii) notify the Board Observer and permit such Board Observer made to participate by telephone in, emergency meetings any governmental agency or regulatory body having or claiming authority over any aspect of such governing bodyHolder’s or its Affiliates’ businesses in connection with the exercise of such authority or claimed authority, and (iv) provide the Board Observer copies subject to subpoena, (v) made on a confidential basis as such Holder deems reasonably necessary or appropriate to any of the minutes of all such meetings at the time such minutes are furnished its investors, any bank or financial institution and/or counsel to the members or other representatives of such governing body. Notwithstanding the foregoinginvestors, Parent Holdco bank or Borrower shall be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lendersfinancial institution, or (iiivi) if and made to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege proposed future purchaser of any Senior Subordinated Notes or Warrant; provided, that, such proposed purchaser executes a confidentiality agreement in favor of the Loan Parties and their legal advisorsCompany or the Parent, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoingas applicable.

Board Observation Rights. As long as The Required Holders shall have the aggregate amount right to appoint one representative who shall: (a) receive written notice of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent all meetings (40%both regular and special) of the aggregate amount boards of directors (or similar body) of the sum Company and its Subsidiaries and each committee of any such board (a) such notice to be given as specified in Section 8.01 at the Term Loan funded by GC-Cap same time as notice is given to the members of any such board and/or its Affiliates on the Original Closing Date plus committee); (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent be entitled to attend and participate (or, in all meetings and other activities the case of the board of directors or equivalent governing body of such Persontelephone meetings, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (imonitor) give Agent notice of all such meetings; (c) receive all notices, information and reports which are furnished to the members of any such board and/or committee at the same time and in the same manner as the same is furnished to such members and (d) receive, at the same time and in the same manner as the same is furnished to the members of such governing bodymembers, (ii) provide to the Board Observer all notices and board packages furnished to the members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing body, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer copies of the minutes of all such meetings meetings. If any action is proposed to be taken by any such board and/or committee by written consent in lieu of a meeting, the Company will use reasonable efforts to give written notice thereof to such representative, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time such minutes are furnished as notice is given to the members of any such governing bodyboard and/or committee. Notwithstanding the foregoing, Parent Holdco or Borrower The Company will furnish such representative with a copy of each such written consent not later than five days after it has been signed by its last signatory. Such representative shall not constitute a member of any such board and/or committee and shall not be entitled to (x) exclude the Board Observer from vote on any portion matters presented at meetings of any meeting such board and/or committee or telephone call to consent to any matter as to which the consent of any such board and/or committee shall have been requested. The Co-Issuers shall reimburse such designated representative of the Holders (or the employers of such representative), promptly upon receipt of an invoice therefore, for the reasonable out-of-pocket costs and expenses of such representative in attending such meeting. The foregoing provisions of this Section 4.01(n) are subject in all respects to the right of the members of such board to exclude such representative from portions of meetings of the board or omit to provide such representative with certain information if such members believe in good faith that such exclusion or omission is necessary in order to (i) consisting avoid a conflict of an executive sessioninterest in connection with the board’s discussion of its financing arrangements under this Agreement, (ii) when fulfill the governing body discusses contractual obligations of the Company or any matters relating of its Subsidiaries with respect to this Agreement, the Other Documents, the Revolving Loan Documents, confidential or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, proprietary information of third parties or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the preserve attorney/-client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoingprivilege.

Board Observation Rights. As long as (a) During the aggregate amount period commencing upon the execution and delivery of this Agreement and ending on the Board Rights Termination Date (defined below), the Crestwood Entities shall grant the Purchasers, collectively, the option and right, exercisable, upon written approval of a majority of the then outstanding Term Loans held Preferred Units held, directly or indirectly, by GC-Cap and/or its Affiliates is the Purchasers (in the aggregate), by delivering a written notice signed by such Purchasers of such appointment to the Crestwood Entities (the “Observer Notice”), to appoint a single representative, who shall be employed by one of the Purchasers (or their Affiliates) at least forty percent the time of such appointment (40%the “Board Observer”), to attend all meetings (including telephonic) of the aggregate amount full Board in an observer capacity. The Observer Notice shall be delivered to the Crestwood Entities prior to the Board Observer’s attendance of any meeting of the sum full Board. The Board Observer shall not constitute a member of (a) the Term Loan funded by GC-Cap and/or its Affiliates on Board and shall not be entitled to vote on, or consent to, any matters presented to the Original Closing Date plus (b) Board. For the Term Loan funded by GC-Cap and/or its Affiliates on avoidance of doubt, the Restatement Effective Date, each of Parent Holdco and Borrower Board Observer shall allow one non-voting representative designated by Agent have no right to attend and participate in all meetings and other activities any meeting of any committee of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof full Board (each, a “Board ObserverCommittee”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrowerhowever, as applicable, the Crestwood Entities shall (i) give Agent the Board Observer written notice of all the applicable meeting or action taken by written consent of such meetings, Committee at the same time and in the same manner as furnished notice is given to the members of such governing body, Committee and (ii) with respect to the Audit Committee and the Compensation Committee of the Board, provide to the Board Observer with copies of all notices written materials and board packages furnished other information (including, without limitation, copies of minutes of meetings or written consents of such Committee) given to the members of the Audit Committee and the Compensation Committee in connection with such governing body, whether at meetings or in anticipation of a meeting, an action actions taken by written consent or otherwise, at the same time furnished to the members of such governing body, (iii) notify the Board Observer materials and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes information are furnished to the such members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude Audit Committee and the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoingCompensation Committee.

Board Observation Rights. As long as Each of USHG and the aggregate amount Company (i) shall cause one representative of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent Purchasers to be permitted to attend and participate in observe all meetings and other activities of the board Boards of directors or equivalent governing body Directors of such Person, excluding each of USHG and its Subsidiaries and all committees and sub-committees thereof thereof, (each, a “Board Observer”); provided, that such Board Observer ii) shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) give Agent cause the Purchasers to be given notice of all such meetings, at the same time as furnished to the directors of the applicable Corporation, (iii) shall cause the reasonable out-of-pocket costs and expenses of the Purchasers' representative to be paid, (iv) shall cause such representative to be compensated at the same level as the most highly compensated non-employee member of each of USHG's and its Subsidiaries' Boards of Directors for his service as such (regardless of whether the compensation of such non-employee member for his services as a director is paid in the form of a directors' fee or consultant's fee or other type of fee or compensation), (v) shall indemnify the Purchasers' representative to the same extent as members of such governing bodyBoards of Directors (to the extent permitted by law), (iivi) provide shall cause to be provided to the Board Observer Purchasers' representative all notices notices, documents and board packages information furnished to the members directors of such governing body, the applicable Corporation whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing bodydirectors, (iiivii) notify shall cause the Board Observer Purchasers' representative to be notified of, and permit such Board Observer permitted to participate by telephone in, emergency meetings of such governing bodyBoards of Directors and all committees thereof, and (ivviii) provide shall cause the Board Observer Purchasers' representative to be provided with copies of the minutes of all such meetings at the time such minutes are furnished to the members directors of the applicable Corporation, (ix) shall cause regularly-scheduled meetings of the Boards of Directors of each Corporation to be held no less frequently than three times a year at regular intervals, provided that only one such governing body. Notwithstanding meeting need be in person and the foregoingother two may be by telephone conference call, Parent Holdco or Borrower shall be entitled to (x) exclude upon the request of the Purchasers, shall obtain and maintain in force directors' and officers' liability insurance in an amount reasonably acceptable to the Purchasers, (xi) shall cause the creation and maintenance on USHG's Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreementaudit committee composed solely of outside directors, the Other Documents, responsibility of which shall be to fulfill all functions recommended by the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Auditing Standards Board Observer’s presence at or participation in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties AICPA as well as monitoring and their legal advisorsreviewing all major accounting policies and auditor relationships of such Corporation, and (yxii) withhold from shall cause the creation and maintenance on USHG's Board Observer information delivered of a compensation committee composed solely of outside directors, the responsibility of which shall be to monitor and review compensation plans, stock option plans, other Plans, annual performance objectives for senior executives, and the governing body prior to any such meeting to the extent such information relates to any achievement of the foregoingthese performance objectives.

Board Observation Rights. As For so long as the aggregate amount any of the then outstanding Term Loans held Notes are outstanding, (a) York Street Mezzanine Partners, L.P., as a Purchaser (or any Affiliate that is a holder of Notes designated in writing by GC-Cap and/or its Affiliates is at least forty percent York Street Mezzanine Partners, L.P.) shall have the right to designate one observer to the Board of Directors of the Company. Such observer shall be entitled (40%i) to receive contemporaneously the same notice and other materials in respect of all meetings (both regular and special) (or written consents) of the aggregate amount Board of Directors of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, Company and each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees committee thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall (i) give Agent notice of all such meetings, at the same time as are furnished to the members of said Board of Directors or such governing bodycommittees, (ii) provide to attend all meetings of the Board Observer all notices of Directors of the Company and board packages furnished to the members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to the members of such governing body, each committee thereof and (iii) notify to participate in all discussions conducted at meetings (or with respect to actions to be taken by written consent) of the Board Observer of Directors of the Company and permit each committee thereof; provided, however, such observer shall not constitute a member of such Board Observer to participate by telephone in, emergency meetings of such governing body, Directors or any committee thereof and (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall not be entitled to (x) exclude the Board Observer from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses vote on any matters relating presented to this Agreementsaid Board of Directors or any committee thereof. Notwithstanding anything to the contrary, the Other Documentsrights granted to the observer (including the right to receive all materials, the Revolving Loan Documentsnotices, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lendersminutes, or (iiiconsents and forms of consents in lieu of meetings) shall be temporarily suspended if and to the extent Parent Holdco or Borrower reasonably believes that extent, in the reasonable opinion of the Board Observerof Directors of the Company, the observer’s presence attendance at or participation in any such meeting or telephone conference portion thereof (i) violates any law or company policy regarding conflicts of interest with interested members of such Board of Directors as applied generally to meetings of the Board of Directors of the Company, or (ii) otherwise could violate the fiduciary duties of the Board of Directors of the Company, or constitute a waiver of any attorney-client privilege that may exist in connection with such meeting or any portion thereof) may create a conflict , as advised by outside counsel to the Company. The reasonable travel and out-of-pocket expenses incurred by any such observer in attending any such meetings shall be reimbursed by the Company. Following an underwritten public offering of interest for the common stock of the Company, York Street Mezzanine Partners, L.P., as Purchaser shall no longer have the right to appoint an observer to the Board Observer or affect the attorney/client or a similar privilege of any Directors of the Loan Parties and their legal advisorsCompany. In the event that York Street Mezzanine Partners, and (y) withhold from L.P. or an Affiliate thereof shall no longer be a Purchaser hereunder, the Board Observer information delivered rights of York Street Mezzanine Partners, L.P. to appoint an observer pursuant to this Section 5.18 shall continue to be vested in any successor holder of the Notes, subject to the governing body prior to approval of the Company, any such meeting approvals not to the extent such information relates to any of the foregoingbe unreasonably withheld or delayed.

Board Observation Rights. As long as the aggregate amount of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and The Borrower shall allow one non-voting (1) representative designated by the Administrative Agent (the “Board Representative”) to attend and participate in all an observer capacity any annual or quarterly meetings and other activities of the board Board of directors Directors or equivalent any similar governing body of such Person, excluding all committees and sub-committees thereof (each, a “Board Observer”); provided, that such Board Observer shall have executed a customary confidentiality agreementBorrower. Parent Holdco or Borrower, as applicable, Borrower shall (i) give Agent the Board Representative notice of all such annual and quarterly meetings, at the same time as furnished to the members attendees, directors, officers or stockholders, as applicable, of such governing bodyBorrower, (ii) provide to the Board Observer Representative all notices notices, documents and board packages information furnished to the members attendees, directors, officers or stockholders, as applicable, of such governing bodyBorrower, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the same time furnished to such directors, officers, or stockholders, as applicable; provided, that, with respect to monthly meetings of the members Board of Directors, the Borrower shall only be required pursuant to this clause (ii) to deliver to the Board Representative the monthly information packet provided to the Board of Directors in connection with such governing bodymonthly meeting, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and (iv) provide the Board Observer Representative copies of the minutes of all such annual and quarterly meetings at the time such minutes are furnished to the members attendees of such governing bodymeeting (if any) and (iv) reimburse the Board Representative for all reasonable expenses and all reasonable out of pocket expenses related to the foregoing for the Board Representative. The Board Representative shall be free during the period prior to the meeting to contact the directors or officers, as applicable, of Borrower and its Subsidiaries and discuss the pending actions to be taken. Notwithstanding the foregoing, Parent Holdco the Board Representative may be excused by the Borrower’s Board of Directors from attending any portion of a board meeting and certain materials may be withheld or Borrower redacted from distribution under this Section 8.19 to the extent that (i) such attendance or disclosure would jeopardize the Borrower’s ability to assert the attorney-client privilege with respect to matters discussed or disclosed, or (ii) matters discussed or disclosed relate to a matter involving a conflict of interest with the Administrative Agent or its Board Representative, in each case as determined by the Borrower’s Board of Directors in good faith. As of the Closing Date, the Board Representative will be Mxxxxxx Xxxxxx, provided, however, that the Administrative Agent shall be entitled to (x) exclude the designate a different representative to serve as Board Observer Representative from any portion of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating time to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation time in such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoingits reasonable discretion.

Board Observation Rights. As (a) For so long as the aggregate amount Agent and its affiliates beneficially own at least 4.99% of the then outstanding Term Loans held by GC-Cap and/or its Affiliates is at least forty percent Common Stock, the Agent shall be entitled to designate one board representative (40%) of the aggregate amount of the sum of (a) the Term Loan funded by GC-Cap and/or its Affiliates on the Original Closing Date plus (b) the Term Loan funded by GC-Cap and/or its Affiliates on the Restatement Effective Date, each of Parent Holdco and Borrower shall allow one non-voting representative designated by Agent to attend and participate in all meetings and other activities of the board of directors or equivalent governing body of such Person, excluding all committees and sub-committees thereof (each, a “Marathon Board Observer”); provided, that such . The Marathon Board Observer shall have executed a customary confidentiality agreement. Parent Holdco or Borrower, as applicable, shall be entitled to (i) give Agent receive prior written notice of all meetings (both regular and special) of the Board and each committee thereof (such meetings, notice to be delivered or mailed as specified in the Bylaws of the Company at the same time as furnished notice is given to the directors and/or members of such governing bodya board committee, as applicable); (ii) provide attend (or, at the option of the Marathon Board Observer, monitor by telephone or videoconference) all such meetings at the Company’s sole cost and expense, and the Company shall ensure that appropriate arrangements are made such that the Marathon Board Observer will be able to hear and see, as applicable, everyone during any meeting of the Board at which the Marathon Board Observers participate by telephone or videoconference; (iii) receive all notices, information and reports which are furnished or made available to the Board Observer all notices and board packages furnished to (solely in the capacity of the Board members of such governing body, whether at or in anticipation of a meeting, an action by written consent or otherwise, as directors) at the same time and in the same manner as the same is furnished or made available to the members of such governing bodyBoard or committee members, (iii) notify the Board Observer and permit such Board Observer to participate by telephone in, emergency meetings of such governing body, and as applicable; (iv) provide participate in all discussions conducted at Board meetings; and (v) receive (to the Board Observer extent and when so provided to the directors) copies of the minutes of all Board meetings. If the Board or any of its committees proposes to take an action by written consent in lieu of a meeting, the Company shall (A) provide a copy of such meetings consent to the Marathon Board Observer (such notice shall be delivered or mailed as specified in the Bylaws of the Company at the same time such minutes are as notice is given to the directors and/or committee members, as applicable); and (B) cause to be furnished to the members of such governing body. Notwithstanding the foregoing, Parent Holdco or Borrower shall be entitled to (x) exclude the Marathon Board Observer from any portion a copy of any meeting or telephone call (i) consisting of an executive session, (ii) when the governing body discusses any matters relating to this Agreement, the Other Documents, the Revolving Loan Documents, or Parent Holdco’s or Borrower’s relationship with the Agent or the Lenders, or (iii) if and to the extent Parent Holdco or Borrower reasonably believes that the Board Observer’s presence at or participation in each such meeting or telephone conference (or any portion thereof) may create a conflict of interest for the Board Observer or affect the attorney/client or a similar privilege of any of the Loan Parties and their legal advisors, and (y) withhold from the Board Observer information delivered to the governing body prior to any such meeting to the extent such information relates to any of the foregoingwritten consent promptly after it has become effective.