Common use of Board Observer Clause in Contracts

Board Observer. (a) L▇▇▇▇▇▇, Inc. shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quarter. So long as Alcentra holds at least 75% of the original principal amount of the Loan advanced on the Closing Date, Alcentra shall be entitled to designate one (1) observer to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof, which observer shall receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all meetings of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described above.

Board Observer. Subject to the provisions of this Section 5.4: (ai) L▇▇▇▇▇▇, Inc. shall hold regular meetings of so long as MCP and its board of directors (or equivalent governing body) Affiliates own in the aggregate at least once per fiscal quarter. So long as Alcentra holds at least 7566-2/3% of the original principal amount of the Loan advanced Shares owned by MCP on the Closing Date, Alcentra shall be entitled to designate one date of this Agreement (1) observer after giving effect to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof, which observer shall receive (at the same time and in the same manner provided transactions pursuant to the directorsRecapitalization Agreement), such number to be adjusted for any stock split, combination or similar change with respect to the Common Stock, (A) notice a designee of and copies of all materials provided MCP (reasonably acceptable to directors in connection with, and the Principal Stockholder) shall be entitled have the right to attend and participate in, at the Loan Parties’ expense, all meetings of the board Board of directors Directors (other than Board of Directors committee meetings) in a nonvoting observer capacity, to receive notice of such meetings and to receive all minutes, consents and other materials, financial or equivalent governing bodyotherwise, which the Company provides to its Board of Directors ("Observer Rights"), (B) MCP shall have reasonable access during normal business hours to consult and advise the management of L▇▇▇▇▇▇the Company and (C) MCP shall have the right to inspect the books and records of the Company, Inc. at MCP's expense, during normal business hours; and (ii) so long as UBS and its Affiliates own in the aggregate at least 66-2/3% of the Shares owned by UBS on the date of this Agreement (after giving effect to the transactions pursuant to the Recapitalization Agreement), such number to be adjusted for any stock split, combination or similar change with respect to the Common Stock, (A) a designee of UBS (reasonably acceptable to the Principal Stockholder) shall have Observer Rights, (B) UBS shall have reasonable access during normal business hours to consult and advise the management of the Company and (C) UBS shall have the right to inspect the books and records of the Company, at UBS's expense, during normal business hours. In the event that OGF loses the right to select one nominee to the Board of Directors by reason of a decline in its Share ownership level as provided above and MCP and UBS each lose their Observer Rights by reason of a decline in its SubsidiariesShare ownership level as provided above, and any committee thereof. Such observer shall also receive (at the same time OF, MCP and UBS and their respective Affiliates in the same manner provided aggregate own at least 33-1/3% of the Shares owned collectively by OF, MCP, UBS and their respective Affiliates on the date of this Agreement (after giving effect to the directors) notice of and copies of all materials provided transactions pursuant to the directors in connection with any actions Recapitalization Agreement), such number to be taken by written consent adjusted for any stock split, combination or similar change with respect to the Common Stock, such Stockholders shall collectively be entitled to (A) one designee (reasonably acceptable to the Principal Stockholder) with Observer Rights, (B) reasonable access during normal business hours to consult and advise the management of the board Company and (C) the right to inspect the books and records of directors (or equivalent governing body) of L▇▇▇▇▇▇the Company, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further Stockholders' expense, during normal business hours. The Company may require as a condition precedent to granting Observer Rights under this Section 5.4 that notwithstanding anything herein each person proposing to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and attend any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described above.Board of Directors and

Board Observer. (a) LDuring the Observer Period, the Investors shall be permitted to appoint ▇▇▇▇▇▇, Inc. shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quarter▇ ▇. So long as Alcentra holds at least 75% of the original principal amount of the Loan advanced on the Closing Date, Alcentra shall be entitled to designate one (1) observer to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof, which ▇ as a Board observer shall receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all meetings of the board of directors (or equivalent governing body) of L▇▇. ▇▇▇▇▇▇▇ or any replacement observer appointed pursuant to paragraph 1(c)(ii) below, Inc. the “Observer”), who during the Observer Period shall, subject to entry into a confidentiality agreement in form and each substance acceptable to the Company, (i) receive copies of its Subsidiariesall documents distributed to the Board (electronically or otherwise) and (ii) be permitted to attend (but not vote at) all meetings of the Board (whether in person, telephonic or otherwise). The foregoing notwithstanding, the Company shall be permitted to exclude the Observer from access to any material, meeting or portion of any material or meeting if (i) the General Counsel of the Company determines in good faith that such exclusion is reasonably necessary in order to preserve any legal privilege or (ii) it is reasonably necessary to enable the Board to in good faith discuss matters relating to this Agreement, the Investors or related matters. The Investors agree that they shall cause the Observer to strictly preserve the confidentiality of any and any committee thereof. Such observer shall also receive (at the same time and in the same manner all information provided to the directors) notice of Observer by the Company and copies of all materials provided to the directors in connection with Board, including any actions to be taken information observed by written consent the Observer at any meeting of the board Board or otherwise. The “Observer Period” shall be the period commencing at the conclusion of directors the 2018 Annual Meeting (the “Initial Observer Date”) and ending on the latest of (i) the day after the second regularly scheduled quarterly meeting of the Board following the date of the 2018 Annual Meeting, (ii) the date that is six (6) months following the Initial Observer Date and (iii) the date on which any two of the Chief Executive Officer of the Company, ▇▇. ▇▇▇▇▇▇ (or equivalent governing bodyany replacement director appointed pursuant to paragraph 1(c)(i) of Lbelow) and ▇▇. ▇▇▇▇▇▇▇▇▇ vote to terminate the Observer Period. Notwithstanding anything set forth in this Agreement, Inc. and each (A) the Observer Period shall terminate no later than the date on which any Investor or Associate, Affiliate or Family Member of its Subsidiariesany Investor takes any action that would be prohibited by the Standstill if taken during the Standstill Period (including, without limitation, nominating or disclosing an intention to nominate one or more persons for election as a director at the 2019 annual meeting of stockholders (the “2019 Annual Meeting”), and (B) the Observer Period shall terminate as of the 2019 Annual Meeting unless any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board two of directors ▇▇. ▇▇▇▇▇▇ (or equivalent governing bodyany replacement director appointed pursuant to paragraph 1(c)(i) of Lbelow), ▇▇. ▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. ▇ and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests Chief Executive Officer of the Loan Parties and Alcentra are reasonably expected Company vote to be adverseextend the Observer Period. The Loan Parties Company shall reimburse Alcentra the Board Observer for all any reasonable and documented out-of-pocket expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any its function as a Board Observer, including travel and lodging expenses incurred to attend meetings described aboveof the Board.

Board Observer. (a) L▇▇▇▇▇▇5.1 The Issuer agrees and undertakes that, Inc. shall hold regular meetings as of its board the Closing Date until such time as the Subscriber is the beneficial holder of directors (or equivalent governing body) at least once per fiscal quarter. So long as Alcentra holds at least 75less than 5% of the original principal amount issued and outstanding common shares in the capital of the Loan advanced on Issuer (the Closing Date“Observer Threshold”), Alcentra the Subscriber shall be entitled to designate appoint one observer (1the “Observer”) observer to the board of directors of the Issuer (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereofthe “Board”), which observer shall be entitled to receive (at notice of and attend all meetings of the same Board, but not to vote thereat, and to receive all information and materials provided by the Issuer to the members of the Board from time to time, as well as such further information as the Observer may reasonably request in order to ensure compliance by the Issuer with its various obligations towards the Subscriber. The Observer shall hold in confidence and trust all information received and shall act in a fiduciary manner with respect to all information so provided in the same manner provided to as if the directors) notice Observer were a director of and copies of all materials provided to directors in connection withthe Issuer, and except that the Observer shall be entitled to attend disclose such information to the Subscriber. Each Observer who has not already done so shall upon written request of the Issuer deliver, in a form acceptable to the Issuer, acting reasonably, a legal, valid, and participate inenforceable document whereby such person agrees to be bound by, and comply with, the terms of the provisions of this Agreement that apply to the Observer. Moreover, the Observer shall be the beneficiary of an indemnification agreement to be entered in its favour into between the Observer and the Issuer. 5.2 Upon the Investor ceasing to satisfy the Observer Threshold, the Subscriber shall notify the Issuer of such fact and, at the Loan Parties’ expense, all meetings option of the board Issuer, the Subscriber will cause the Observer to be removed, it being understood that the right of directors (or equivalent governing body) the Subscriber to appoint an observer as contemplated by Section 5.1 shall be reinstated each time that the Subscriber is once again the beneficial holder of L▇▇▇▇▇▇, Inc. at least 5% of the issued and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at the same time and outstanding common shares in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent capital of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described aboveIssuer.

Board Observer. (a) L▇▇▇▇▇▇, Inc. shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quarter. So long as Alcentra holds the DLJIP Entities shall beneficially own in aggregate at least 7551% of the original principal amount number of shares of the Loan advanced on Senior Preferred Stock beneficially owned by them as of the Closing Datedate of the Amended Agreement, Alcentra (i) the Company shall be entitled to designate one (1) observer to give DLJ Investment Partners II, L.P. written notice of each meeting of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. Board and each of its Subsidiaries, and any committee thereof, which observer shall receive (thereof at the same time and in the same manner provided as notice is given to the directors, (ii) notice the Company will permit one representative of the DLJIP Entities (a "BOARD REPRESENTATIVE") to attend and fully participate in all meetings of the Board and all committees thereof and (iii) the Company shall consult with the Board Representative with respect to any fundamental change in the nature of the Company's business; PROVIDED that the Board Representative shall have no right to vote on any resolutions or other matters upon which members of the Board may vote; and PROVIDED FURTHER that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, the Board Representative shall be given the opportunity to listen and fully participate in such telephonic meeting. The Board Representative shall also be provided with all written materials and other information (including, without limitation, copies of all materials provided minutes of meetings) given to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all with such meetings of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at the same time such materials and in the same manner provided information are given to the directors) notice of and copies of all materials provided . If the Company proposes to the directors in connection with take any actions to be taken action by written consent in lieu of a meeting of the board of directors (Board or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer , the Company shall execute a customary confidentiality agreement on terms reasonably satisfactory give written notice thereof to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to Board Representative promptly following the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion effective date of such meeting, as determined consent describing in good faith, in order to preserve attorneyreasonable detail the nature and substance of such action. The Company shall pay the reasonable out-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of-pocket expenses of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) Board Representative incurred by its observer in connection with attending such board and committee meetings. (b) So long as the DLJIP Entities shall beneficially own in aggregate at least 51% of the number of shares of the Senior Preferred Stock beneficially owned by them as of the date of the Amended Agreement, at any reasonable time during normal business hours and from time to time, but not more frequently than once in any six-month period, upon five (5) days written notice, the Company will permit any one or more of the DLJIP Entities to examine the books and records of the Company; PROVIDED that the DLJIP Entities shall use all reasonable efforts to ensure that any such examination or visit results in a minimum of disruption to the operations of the Company. (c) Prior to receiving any written information or materials referred to in Section 2.06(a), attending any meetings described aboveof the Board or any of its committees, or examining any books or records pursuant to Section 2.06(b), each of the DLJIP Entities shall be required to execute a confidentiality agreement in form and substance satisfactory to the Company and the DLJIP Entities and shall agree to use any such materials or information only for the purpose of evaluating and monitoring the investment of the DLJIP Entities in the Company and Opco and otherwise in compliance with applicable law.

Board Observer. (a) L▇▇▇▇▇▇15.1 Commencing on the date of this agreement, Inc. shall hold regular meetings of its the board of directors (of Opsys have the right to nominate an observer to attend all board meetings of CDT provided that such observer is approved as suitable by CDT, such approval not to be unreasonably withheld or equivalent governing body) delayed. After the exercise of the Opsys UK Option such right shall continue until Opsys ceases to hold an aggregate Shareholding in CDT of at least once per fiscal quarter. So long as Alcentra holds at least 754% of the original principal amount whole of the Loan advanced on issued share capital of CDT. CDT shall provide the Closing Date, Alcentra observer with reasonable prior written notice of all meetings (both formal and informal) of the board of directors of CDT and such observer shall be entitled to designate one (1) all information, papers and accounts presented to such directors in their capacity as directors. The expenses incurred by the observer in attending the meetings shall be for the account of Opsys until the date on which the Opsys UK Option or the Opsys Option is exercised and completed after which time such expenses are payable by and for the account of CDT. 15.2 If the Opsys Option is exercised, the shareholders of Opsys on the date of such exercise shall have the right to appoint an observer subject to the board terms referred to in sub-clause 15.1 above where such right shall continue for such time as such shareholders hold an aggregate shareholding in CDT of directors (or equivalent governing body) at least 4% of L▇▇▇▇▇▇the whole of the issued share capital of CDT. 15.3 Where the Chairman of CDT, Inc. and each of its Subsidiariesacting reasonably, and considers that the observer has a direct commercial conflict relating to any committee thereof, which observer shall receive (matter to be discussed at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all meetings of the board of directors of CDT, or the information to which he is entitled under sub-clause 15.1, then on request by CDT (to be made one week in advance of such meeting or equivalent governing body) of L▇▇▇▇▇▇the date on which the observer would otherwise have been entitled to such information), Inc. and each of its Subsidiaries, and any committee thereof. Such the observer shall also receive (at its discretion) shall either (a) absent itself from such meetings and part of such meetings and or forgo his entitlement to information as the same time and in the same manner provided case may be, or (b) appoint an alternative observer to the directors) notice of and copies of all materials provided meeting, or to receive such information as the directors in connection with any actions case may be, such observer to be taken approved as suitable by written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇CDT, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected approval not to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described aboveunreasonably withheld or delayed.

Board Observer. (a) L▇▇▇▇▇▇, Inc. Borrower shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quartercalendar quarter and shall permit all members of management reasonably requested by Collateral Agent to attend such meetings and be available to discuss the affairs of Borrower and it Subsidiaries. So long as Alcentra holds at least 75% of the original principal amount of the Loan advanced on the Closing Date, Alcentra Collateral Agent shall be entitled to designate one (1) observer to (the “Observer”) of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its SubsidiariesBorrower, and any committee thereof, which observer Observer shall receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend and participate inattend, at the Loan Parties’ Borrower’s expense, all meetings of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiariessuch Loan Party, and any committee thereof. Such observer Collateral Agent shall also receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its SubsidiariesLoan Party, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties Borrower shall reimburse Alcentra Collateral Agent for all reasonable expenses (including all reasonable travel, meal and lodging expenses) incurred by its observer the Observer (and any such additional guests) in connection with attending any meetings described above. If an issue is to be discussed or otherwise arises at any meeting of the board of directors or committee thereof which, in the reasonable good faith judgment of the board of directors, is not appropriate to be discussed in the presence of the Observer in order to preserve an attorney-client privilege or to discuss the Obligations or any other matter involving the relationship between the Borrower and its Subsidiaries, on the one hand, and the Collateral Agent and/or Lenders, on the other hand, then such issue may be discussed without the Observer being present, so long as the Observer is given notice of the occurrence of such judgment by the board of directors and that the Observer is being excused. The Observer shall not be entitled to vote on any matters submitted to the board of directors or any committee. The appointment of the Observer to the board of directors shall not limit the ability of the board of directors to take action without a meeting so long as such action is permissible under applicable law and this Agreement and prompt notice of such action is provided to the Collateral Agent.

Board Observer. (a) L▇▇▇▇▇▇, Inc. shall hold regular meetings of its board of directors (or equivalent governing body) at least once per fiscal quarter. So For so long as Alcentra holds at least 75% of the original principal amount of Obligations are outstanding, the Loan advanced on Purchaser shall have the Closing Date, Alcentra shall be entitled right to designate appoint one representative (1the “Observer”) as a non-voting observer (the “Observer”) to the board of directors of the Borrower (or equivalent governing bodythe “Board”) of L▇▇▇▇▇▇, Inc. and each of its Subsidiariescommittees, which Observer shall be reasonably acceptable to the Borrower. The initial Observer shall be the Purchaser and the Borrower hereby approves the designation of the Purchaser as the initial Observer. Any subsequent Observer shall be designated by written notice from the Purchaser to the Borrower. The Observer shall have the right to attend (which attendance may occur telephonically at the election of the Observer) and participate in all meetings of the Board and any committees thereof. The Observer shall have no right to vote on any matter presented to the Board or any committee thereof, which observer . The Borrower shall receive (give the Observer written notice of each meeting thereof at the same time and in the same manner provided to as the directors) other members of the Board or such committee receive notice of such meetings. The Borrower shall permit the Observer to attend and copies of participate in all materials provided to directors in connection with, and meetings thereof. The Observer shall be entitled to attend receive all written materials and participate inother information given to other members of the Board and such committees in connection with such meeting or otherwise (including, for the avoidance of doubt, such monthly information rights in the same manner and scope prepared for use by management and the Board), at the Loan Parties’ expense, all meetings same time such materials and information are given to the other members of the board of directors (or equivalent governing body) of LBoard and such committees, and the Observer shall keep such materials and information confidential, and shall abide by the Borrower’s ▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent of the board of directors (or equivalent governing body) of L▇ ▇▇▇▇▇▇▇ policy. If the Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meeting of the Board, Inc. and each of its Subsidiaries, and any committee thereof; provided that then the Borrower or such observer Subsidiary shall execute a customary confidentiality agreement on terms reasonably satisfactory give written notice thereof to the board Observer describing the nature and substance of directors (or equivalent governing body) such action and including the text of L▇▇▇▇▇▇, Inc. relating such written consents at the same time as such written consents are provided to the members of the Board. The Borrower shall pay and reimburse the reasonable and documented out-of-pocket costs and expenses of the Observer incurred in connection with traveling to and attending such observer’s attendance at such board meetings; provided further that notwithstanding meetings of the Board and committees thereof. Notwithstanding anything herein contained in this Section 8.14 to the contrary, the board of directors Observer designated hereunder may be excluded from any meeting (or equivalent governing body) of L▇▇▇▇▇▇portion thereof), Inc. or denied access to any materials, if and each of its Subsidiaries, to the extent the Board reasonably and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order faith determines (i) such recusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege privilege, (ii) there exists, with respect to any deliberation or to avoid a board or committee materials, an actual or potential conflict of interest where between the discussions in Observer, and the Borrower or its Subsidiaries, as applicable, or (iii) based on the advice of counsel, such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred recusal is required by its observer in connection with attending any meetings described aboveApplicable Laws.

Board Observer. (a) L▇▇▇▇▇▇As of the Effective Time and until the earlier of (i) December 31, Inc. 2018 and (ii) the date of the first quarterly meeting of the TNK Board following the date on which the average of the closing price of a share of TNK Class A Common Stock for the immediately preceding fifteen (15) trading days is greater than the product of (A) 1.25 and (B) the closing price of a share of TNK Class A Common Stock on the trading day immediately prior to the date of this Agreement, and subject to the terms and conditions set forth in this Section 8.10, the Special Committee shall hold regular have the right to designate a single representative (the “Board Observer”) to attend all meetings of its board the TNK Board in an observer capacity. The Board Observer shall be determined as follows: (x) (1) the Special Committee may propose two candidates who are employees of directors any of TIL’s five largest shareholders (or equivalent governing body) at least once per fiscal quarter. So long such five largest shareholders to be determined as Alcentra holds at least 75% of the original principal amount date of this Agreement) to serve as the Board Observer (following consultation of the Loan advanced on Special Committee with such of TIL’s large shareholders regarding such candidates as the Closing DateSpecial Committee determines appropriate in its sole discretion) and (2) TNK shall choose, Alcentra in its sole discretion but without unreasonable delay, one of the two such candidates proposed by the Special Committee to be the Board Observer to serve as the Board Observer commencing as of the Effective Time or (y) the Special Committee may propose one candidate who is not an employee of, or affiliated with, any of TIL’s five such largest shareholders to serve as the Board Observer commencing as of the Effective Time, subject to (1) TNK’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and (2) TNK’s right to interview the candidate proposed by the Special Committee to be the Board Observer for the purpose of determining whether to grant such consent; provided that if TNK does not consent to the candidate proposed by the Special Committee pursuant to clause (y), the Special Committee may continue to propose candidates to serve as the Board Observer pursuant to clause (x) or clause (y) until TNK chooses or consents to one such Board Observer candidate in accordance with the terms of this Section 8.10(a). In the event that the Board Observer resigns, dies or is otherwise unwilling or unable to continue to serve as the Board Observer, the Special Committee may nominate replacements to serve as the Board Observer following the procedures set forth in the immediately preceding sentence. Notwithstanding the foregoing, TNK shall have no obligation to select or consent to, as applicable, a Board Observer that (A) is affiliated with a competitor of TNK or (B) has been convicted of a felony involving (i) moral turpitude or (ii) a violation of federal, state or foreign securities laws. (b) The Board Observer will not constitute a director of the TNK Board and will not be entitled to designate one (1) observer vote on, or consent to, any matters presented to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its SubsidiariesTNK Board, and will not be counted towards a quorum. For the avoidance of doubt, TNK’s failure to comply with any committee thereof, which observer shall receive of the provisions set forth in this Section 8.10 will not in any way affect the validity of any actions of the TNK Board. TNK will (i) give the Board Observer written notice of each meeting of the TNK Board at the same time and in the same manner as notice is given to members of the TNK Board, (ii) provide the Board Observer with copies of all written materials and other information at the same time such materials and information are furnished to members of the TNK Board, (iii) provide the Board Observer with the same right to attend (whether in person or by telephone or other means of electronic communication) such meetings as is given to the members of the TNK Board, (iv) provide the Board Observer with the same opportunity as the members of the TNK Board to request additional information regarding TNK and communicate with and receive information from members of TNK management and (v) provide the Board Observer information regarding all committees of the Board that the Board Observer reasonably requests. As a condition to TNK’s obligations hereunder, the Board Observer will agree to enter into, comply with, and be bound by, in all respects, the terms and conditions of a Board Observer Agreement in substantially the form attached hereto as Exhibit A (the “Board Observer Agreement”). The Board Observer Agreement will be provided to the directors) notice Board Observer within two days of his or her selection or approval, as applicable, and copies the Board Observer will have all of all materials the rights and privileges provided for under this Section 8.10 and the Board Observer Agreement upon his or her execution and delivery of the Board Observer Agreement to TNK. Notwithstanding any rights to be granted or provided to directors the Board Observer hereunder, the TNK Board may exclude the Board Observer from access to any materials or attendance at any meeting or portion thereof if and to the extent that the TNK Board is advised by outside counsel that (i) such access or attendance is reasonably likely to result in the loss of the attorney-client privilege between TNK or any of its Subsidiaries and their respective counsel, (ii) such withholding or exclusion is required for TNK or its Subsidiaries to comply with any applicable Law or (iii) there is an actual or potential conflict of interest between TNK and/or any of its Subsidiaries, on the one hand, and the Board Observer and/or its Affiliates, on the other hand; provided, however, that TNK will use its reasonable best efforts to provide the Board Observer with access to such materials or other information to the fullest extent possible in a manner that does not have the effects described in clauses (i), (ii) and (iii). TNK shall (1) compensate the Board Observer in the same amount and at the same times as it compensates the members of the TNK Board (provided that (x) the Board Observer shall receive the entire value of its compensation in the form of cash and (y) the Board Observer shall be compensated pro rata for any service performed prior to a payment date if the Board Observer is no longer serving in such position as of such payment date), (2) reimburse such Board Observer for all of his or her of reasonable out-of-pocket expenses incurred by the Board Observer in connection withwith his or her attendance at meetings of the TNK Board (in accordance with the terms of TNK’s travel and expense policy for TNK directors), (3) maintain a D&O Insurance policy for the Board Observer with benefits and levels of coverage no less favorable to the Board Observer than the D&O Insurance policy applicable to the members of the TNK Board, and (4) indemnify and hold harmless such Board Observer in accordance with and pursuant to the Board Observer Agreement. For the avoidance of doubt, the Board Observer shall cease to serve in such capacity upon the date that the Special Committee no longer has a right to designate a Board Observer pursuant to Section 8.10(a) of this Agreement. (c) The provisions of this Section 8.10 are (i) intended to be for the benefit of, and shall be entitled enforceable by, each Board Observer and each member of the Special Committee. The obligations of TNK and the Surviving Company under this Section 8.10 shall not be terminated or modified in such a manner as to attend adversely affect the rights of the Board Observer, the Special Committee or the members of the Special Committee unless (x) such termination or modification is required by applicable Law or (y) the Board Observer and participate inthe members of the Special Committee shall have consented in writing to such termination or modification (it being expressly agreed that the Board Observer and the members of the Special Committee shall be third-party beneficiaries of this Section 8.10). For the avoidance of doubt, the members of the Special Committee may enforce the provisions of this Section 8.10 following the Effective Time (even though the Special Committee shall have ceased to exist at such time), and at the Loan Parties’ expense, all meetings Effective Time the rights of the board Special Committee under this Section 8.10 shall become the personal rights of directors (the former members of the Special Committee, provided, however, that the members of the Special Committee and the Board Observer may not assign, delegate or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each otherwise transfer any of its Subsidiaries, and any committee thereof. Such observer shall also receive (at rights or obligations under this Section 8.10 without the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by prior written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observer’s attendance at such board meetings; provided further that notwithstanding anything herein to the contrary, the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve attorney-client privilege or to avoid a conflict of interest where the discussions in such meeting directly relate to matters pertaining to the Loans as to which the interests of the Loan Parties and Alcentra are reasonably expected to be adverse. The Loan Parties shall reimburse Alcentra for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its observer in connection with attending any meetings described aboveTNK.

Board Observer. The Company shall permit a representative of Chesapeake (athe “Observer”) L▇▇▇▇▇▇, Inc. shall hold regular to attend all meetings of its board the Board of directors Directors and all committees thereof (whether in person, telephonic or equivalent governing bodyother) at least once per fiscal quarter. So long as Alcentra holds at least 75% of in a non-voting, observer capacity and shall provide to Chesapeake the original principal amount of the Loan advanced on the Closing Dateright to receive all notices, Alcentra shall be entitled reports and other communications sent to designate one (1) observer to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇directors, Inc. and each of its Subsidiaries, and any committee thereof, which observer shall receive (at the same time they are transmitted to directors. The Observer may be excluded from any meeting or portion thereof and in the same manner need not be provided to the directors) notice of and copies of all such materials provided to directors in connection with, and shall be entitled to attend and participate in, at the Loan Parties’ expense, all meetings if a majority of the board Board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof. Such observer shall also receive (at Directors reasonably believes that the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors in connection with any actions to be taken by written consent of the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof; provided that such observer shall execute a customary confidentiality agreement on terms reasonably satisfactory to the board of directors (or equivalent governing body) of L▇▇▇▇▇▇, Inc. relating to such observerObserver’s attendance at such board meetings; provided further that notwithstanding anything herein meeting or access to the contrary, the board of directors such information would: (or equivalent governing bodyi) of L▇▇▇▇▇▇, Inc. and each of its Subsidiaries, and any committee thereof may exclude such observer from any portion of such meeting, as determined in good faith, in order to preserve adversely affect attorney-client privilege between the Company and its counsel; (ii) represent confidential or to avoid proprietary business information that could be misused by Chesapeake; or (iii) involve a conflict of interest where between the discussions in such meeting directly relate Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to matters pertaining time, information (“Information”) that may be of interest to the Loans as Company regarding a wide variety of matters including, by way of example only, current and future investments Chesapeake has made, may make, may consider or may become aware of with respect to which other companies that may be competitive with the interests Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such Information to the Company or offer any opportunity relating thereto to the Company. Any one of the Loan Parties individuals named on Schedule 3.2 may act as Chesapeake’s Observer. From time to time, Chesapeake may, upon written notice to and Alcentra are reasonably expected approval by the Company, propose an amendment to be adverseSchedule 3.2 to replace any of the individuals named on Schedule 3.2 with different individuals who may act as Observer. The Loan Parties right of Chesapeake to an Observer shall reimburse Alcentra for all reasonable expenses (including all travel, meal be suspended during the time period in which Chesapeake has exercised its right to direct the election and lodging expenses) incurred by its observer in connection with attending any meetings described aboveappointment of a director under Section 3.4 hereof and such directors hold office.