Common use of Board Observers Clause in Contracts

Board Observers. At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At any time during which there is an outstanding balance on Until the Tranche A Term Loan (as such capitalized term is defined Obligations have been paid in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLCfull, the Lenders party theretoshall have the right to appoint (a) two (2) observers to Issuer's Board of Directors with the authority to attend and receive materials relating to (but not vote at) meetings of Issuer’s Board of Directors (collectively, the “Observers” and Tranche Managereach, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the an “Observer”) to be designated by the CompanyRequired Lenders; provided, that, the appointment rights of any Observer as contemplated above shall be on the basis that: (i) each such appointment shall continue (with full rights of substitution) until such time as there is the payment in full of all Obligations (other than inchoate indemnity obligations) at which point each such appointment shall terminate with immediate effect; (ii) the materials received by any Observer relating to any meeting of Issuer’s Board of Directors will exclude or (to the extent containing any information in relation to any other matters) will be redacted in order to exclude, in each case, (x) any matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to all committees thereof. Such be made to the Lenders or any advice given in respect of any of the foregoing and (y) any other matter which Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in disclosing such matter; (iii) in attending meetings of Issuer’s Board of Directors, any Observer shall be entitled required to attend recuse themselves from all or any portion of such meeting during which the Board of Directors intend to discuss matters related to the rights of, and its obligations to, Lenders, any proposal received from the Lenders, the formulation of any proposal to be made to the Lenders or any advice given in respect of any of the foregoing, or any other matter which the Issuer’s Board of Directors reasonably determines (acting in good faith) that there would be, or there is reasonably likely to be, a conflict of interest between the Lenders and the Credit Parties in discussing such matter if the Observer(s) are present at such meeting; and (iv) each Observer agree to keep all information received or discussed in connection with their attendance at meetings of Issuer’s Board of Directors confidential on substantially the same terms as set out in Section 11.8 (which meetings shall generally be held telephonicallyConfidentiality) but will not be entitled to vote at any Board meeting. Such of this Agreement; provided, further, that, notwithstanding the foregoing, each Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided un-redacted copies of any materials prepared by advisers appointed under the Adviser Engagements which are made available to members of the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Issuer’s Board of Directors regarding the potential sale or other disposal of shares or assets of the Parent or any of its fiduciary duties; Subsidiaries (including, regarding any discussions, negotiations, indications of interest, offers, bids or (cproposals relating thereto) and shall be entitled to avoid the impairment of the Company’s ability to enforce its rights under this Agreement participate in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdingsdiscussions, LLCproposals, except that the Observer may be removed for cause by the evaluations or reviews relating thereto at any meeting of Issuer’s Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the CompanyDirectors.

Board Observers. At any time during which there is From the date of this Agreement until the Closing, a representative (who shall be acceptable to the Company in its reasonable judgment) of each of Sprout and IGC (each an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”"Observer"), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, shall have the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled right to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled of the board of directors of the Company in a nonvoting observer capacity, to receive all consents, proposed consents or Board actions, documents, materials, notice of such meeting and to receive the information and notices (whether or not in writing) provided by the Company to the Boardboard of directors; provided, however, that the Company reserves the right to withhold any information and to exclude such any Observer from access to any material or meeting or portion thereof (only if so long as the Company notifies such Observer is notified of such withholding) if access to such information or attendance at such meeting would in the Board votes in good faith after advice determination of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): the board of directors (a) to preserve adversely affect the attorney-client privilege; privilege between the Company and its counsel or cause the board of directors to breach its fiduciary duties, (b) to prevent result in a breach by conflict of interest or potential conflict of interest with the Board of Directors of its fiduciary duties; Company, or (c) to avoid the impairment of impair the Company’s 's ability to enforce its rights under this Agreement or the Bridge Loan Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office The Company will use its best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only by Tranche Holdings, LLC, except that to the Observer may be removed for cause by the Board of Directors extent necessary set forth in the event of willful misconduct or material breach of any preceding sentence. Each Observer agrees to hold all information received pursuant to this Section 7.14 in confidence, to enter into a reasonable confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an ObserverCompany, and not to use or disclose any of such information to any third party, except to the extent such information is known, or when such information becomes known, to the public (other than as a result of a breach of this sentence by any Observer) (such non-public information, "Confidential Information"); provided, however, that an Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan may disclose Confidential Information (as defined in the Credit Agreement)i) to its attorneys, all travel accountants, consultants, and other reasonable expenses incurred by Tranche Holdings, LLC or its designee professionals in connection with its rights or its Affiliates' investment in the Company, (ii) as may otherwise be required by law, provided that such Observer takes reasonable steps to minimize the extent of any such required disclosure, or (iii) to the extent necessary to enforce against the Company this Agreement or the other agreements contemplated hereby or executed herewith. The Company recognizes that certain of the Observers or their Affiliates are engaged in the business of providing venture capital financing and management advice to companies in which they invest (the "Venture Investors"), and that in their business the Venture Investors may seek to invest in and/or provide advice to companies that may be competitive with the Company. Accordingly, notwithstanding anything to the contrary in this Section 3.1.8 Agreement, the Company understands and agrees that nothing in this Agreement will restrict the Venture Investors from investing or participating in the management of any business or entity which competes or may compete, directly or indirectly, with the Company so long as such Venture Investor does not disclose any Confidential Information to such business or entity or help or otherwise assist such business or entity to use such information in violation hereof. The Company further agrees that, provided a Venture Investor does not disclose Confidential Information to a third-party in violation hereof, such Venture Investor shall be reimbursed by free to use for internal use in its business any information it has obtained or will obtain from the Company; provided, however, that any recipient of such information is similarly restricted with respect to Confidential Information; and provided, further, such Venture Investor shall not disclose any such information to an officer, director, Affiliate, employee, or significant stockholder of any business or entity that competes or may reasonably be deemed to compete, directly or indirectly, with the Company.

Board Observers. At any time during which there is an outstanding balance on Each Obligor agrees that, until payment in full of all Obligations, each of the Tranche A Term Loan Borrower and its Subsidiaries (as such capitalized term is defined in that certain Amended for purposes of this Section 8.15, each a “Board Party” and Restated Credit Agreement dated October 15collectively, 2009 (the “Credit AgreementBoard Parties”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, ) shall allow the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled Agent to designate one representative (1) nonvoting observer (the each a “Board Observer”) to attend and observe in meetings, whether telephonic or in-person, of the Company’s Board board of Directors and to all directors or board of managers, any audit or compensation committees thereof, or any similar governing body of such Board Party, in each case with speaking rights. Such Each Board Party shall (i) give the Agent and each of the Lenders notice of all such meetings, at the same time as furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, (ii) provide to each Board Observer shall be entitled all notices, documents and information furnished to attend the directors or any other attendees of such Board Party, whether at or in anticipation of a meeting, at the same time furnished to such directors or other attendees, (iii) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the attendees of such meeting (if any), (iv) provide each Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at Observer notice of the adoption of any material resolutions and other material actions taken by the board of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of any Board meeting. Such Observer shall be entitled to receive Party, and (v) reimburse the Agent and each of the Lenders for all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided reasonable out of pocket expenses related to the Boardforegoing for their respective Board Observer; provided, however, that the Company Borrower reserves the right to withhold information and to exclude such the Board Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes Parties determine in good faith after (and, with respect to attorney-client privilege and conflicts of interest, advice of counsel, ) that such exclusion is reasonably necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (ai) to preserve the attorney-client privilege; , (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (cii) to avoid a potential conflict of interest (which, without limitation shall include discussions regarding this Agreement and the impairment other Loan Documents) or (iii) that such information is highly confidential or represents a trade secret. The board of directors of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the ObserverBorrower shall meet no fewer than three times per year. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the The Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdingskeep and maintain all information, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdingsnotices, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loanminutes, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel consents and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in materials obtained pursuant to this Section 3.1.8 shall be reimbursed by the Company8.15 confidential in accordance with Section 8.14.

Board Observers. At any time during which there is an outstanding balance on Until a Designation Rights Trigger Event has occurred with respect to the Tranche Class A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLCDHI Common Stock, the Lenders party theretoMD Stockholders shall be permitted to appoint, replace and Tranche Managerremove one non-voting observer to the Board (an “MD Board Observer”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and the Capital Stock Committee). Until a Designation Rights Trigger Event has occurred with respect to the Class B DHI Common Stock, LLCthe SLP Stockholders shall be permitted to appoint, as Administrative Agentreplace and remove one non-voting observer to the Board (an “SLP Board Observer,” together with the MD Board Observer, “Board Observers”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and the Capital Stock Committee), Tranche Holdings, LLC, . Board Observers shall not have the right to vote on any matter and the attendance of the Board Observers shall not be required for purposes of taking any action at any meeting of the Board or its designee, for determining the existence of a quorum. The MD Stockholders and the SLP Stockholders shall be entitled to designate one (1) nonvoting observer (replace any of their respective Board Observers designated by them at any time and from time to time. Notice of meetings of the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer or committee thereof shall be entitled furnished (together with all written materials to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; providedBoard or such committee, howeveras applicable) to each Board Observer no later than, that and using the same form of communication as, notice of meetings of the Board or such committee, as applicable, are furnished to the members of the Board or such committee, as applicable, except to the extent the receipt of such materials would prevent the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the asserting attorney-client privilege; (b) privilege with respect to prevent a breach such materials. Any Board Observer may be required by the Board of Directors of its fiduciary duties; or (c) committee thereof, as applicable, to avoid the impairment temporarily leave a meeting of the Company’s ability Board or such committee, as applicable, if the presence of such Board Observer at such time would prevent the Company from asserting attorney-client privilege with respect to enforce its rights under this Agreement in any bona fide dispute matters discussed before the Board or such committee, as applicable, at such time or if potentially sensitive or confidential business information is being discussed, including information that the Board or such committee reasonably believes could represent a conflict of interest with the Board Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At any time during which there is an outstanding balance on Until a Designation Rights Trigger Event has occurred with respect to the Tranche Class A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLCDTI Common Stock, the Lenders party theretoMD Stockholders shall be permitted to appoint, replace and Tranche Managerremove one non-voting observer to the Board (an “MD Board Observer”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and the Capital Stock Committee). Until a Designation Rights Trigger Event has occurred with respect to the Class B DTI Common Stock, LLCthe SLP Stockholders shall be permitted to appoint, as Administrative Agentreplace and remove one non-voting observer to the Board (an “SLP Board Observer,” together with the MD Board Observer, “Board Observers”) to attend any meetings of the Board or committees thereof (other than the Audit Committee and the Capital Stock Committee), Tranche Holdings, LLC, . Board Observers shall not have the right to vote on any matter and the attendance of the Board Observers shall not be required for purposes of taking any action at any meeting of the Board or its designee, for determining the existence of a quorum. The MD Stockholders and the SLP Stockholders shall be entitled to designate one (1) nonvoting observer (replace any of their respective Board Observers designated by them at any time and from time to time. Notice of meetings of the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer or committee thereof shall be entitled furnished (together with all written materials to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; providedBoard or such committee, howeveras applicable) to each Board Observer no later than, that and using the same form of communication as, notice of meetings of the Board or such committee, as applicable, are furnished to the members of the Board or such committee, as applicable, except to the extent the receipt of such materials would prevent the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the asserting attorney-client privilege; (b) privilege with respect to prevent a breach such materials. Any Board Observer may be required by the Board of Directors of its fiduciary duties; or (c) committee thereof, as applicable, to avoid the impairment temporarily leave a meeting of the Company’s ability Board or such committee, as applicable, if the presence of such Board Observer at such time would prevent the Company from asserting attorney-client privilege with respect to enforce its rights under this Agreement in any bona fide dispute matters discussed before the Board or such committee, as applicable, at such time or if potentially sensitive or confidential business information is being discussed, including information that the Board or such committee reasonably believes could represent a conflict of interest with the Board Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At So long as the Preferred Investors own any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended --------------- Units, BACI, New York Life and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate Northwestern may each select one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled representative to attend all meetings of the Board meetings and each committee thereof, including telephonic meetings, as an observer (which meetings each a "Board Observer"). The Company shall generally be held telephonically) but will not be entitled to vote -------------- give BACI, New York Life and Northwestern written notice of each meeting of the Board and committees thereof at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information the same time and notices (whether or not in writing) provided the same manner as notice is given to the Boarddirectors; provided, howeverthat the failure of the Company to provide -------- such a notice shall not affect the validity of any action taken at that meeting or constitute a Preferred Default. Such Board Observers shall also be provided with all written materials and other information (including minutes of meetings) given to directors in connection with such meetings and any proposed written consents of the Board at the same time such materials and information are given to the directors. If the Company proposes to take any action by written consent in lieu of a meeting of its Board, the Company shall give a copy thereof to BACI, New York Life and Northwestern within three (3) Business Days following the effective date of such consent; provided, that the failure of the Company reserves to -------- provide copies of any written consent shall not affect the validity of any action taken in that written consent. Notwithstanding anything herein, the Company shall have the right not to provide information and to exclude such a Board Observer from access to any material or meeting or portion thereof (only if the Observer is notified delivery of such withholdinginformation or attendance at such meeting by such Board Observer (i) if the would result in disclosure of trade secrets to such Board votes in good faith after advice of counsel, that such exclusion is necessary Observer; (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (aii) to preserve would adversely affect the attorney-client privilegeprivilege between the Company and its counsel (upon advice from such counsel); (biii) to prevent a breach would materially impair deliberations by the Board because of Directors a conflict of interest between the Company or any of its fiduciary dutiesSubsidiaries and the party who appointed such Board Observer; or (civ) upon advice from counsel that such exclusion or failure to avoid the impairment provide information is reasonably necessary to preserve legal or evidentiary privilege with respect to a material matter. Such Board Observers shall not disclose any confidential information disclosed at a board meeting or in connection with any written consent of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche HoldingsBoard and, LLC, except that the Observer may be removed for cause if requested by the Board Company as a condition to attend any meeting or to the delivery of Directors any materials, shall execute a confidentiality agreement in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified form customarily executed by other members of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At any time during which there is an outstanding balance on From the Tranche A Term Loan date of this Agreement until the Closing, a representative (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, who shall be entitled to designate one (1) nonvoting observer (the “Observer”) acceptable to the Company’s Board Company in its reasonable judgment) of Directors each of Sprout, Oxford and to all committees thereof. Such Observer Venrock (each an "Observer") shall be entitled have the right to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled of the board of directors of the Company in a nonvoting observer capacity, to receive all consents, proposed consents or Board actions, documents, materials, notice of such meetings and to receive the information and notices (whether or not in writing) provided by the Company to the Boardboard of directors; provided, however, that the Company reserves the right to withhold any information and to exclude such any Observer from access to any material or meeting or portion thereof (only if so long as the Company notifies such Observer is notified of such withholding) if access to such information or attendance at such meeting would in the Board votes in good faith after advice determination of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): the board of directors (a) to preserve adversely affect the attorney-client privilege; privilege between the Company and its counsel or cause the board of directors to breach its fiduciary duties, (b) to prevent result in a breach by conflict of interest or potential conflict of interest with the Board of Directors of its fiduciary duties; Company, or (c) to avoid the impairment of impair the Company’s 's ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Each Observer may be removed from office only by Tranche Holdingsagrees to hold all information received pursuant to this Section 7.20 in confidence, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any to enter into a reasonable confidentiality agreement with the Company Company, and not to use or its affiliatesdisclose any of such information to any third party, except to the extent such information is known, or when such information becomes known, to the public (other than as a result of a breach of this sentence by any Observer) (such non-public information, "Confidential Information"); provided, however, that an Observer may disclose Confidential Information as may be required by law, after receiving written advice of counsel that such disclosure is required, provided that such Observer takes reasonable steps to minimize the extent of any such required disclosure. The Company recognizes that certain of the Observers or their Affiliates are engaged in the business of providing venture capital financing and management advice to companies in which they invest (the "Venture Investors"), and that in their business the Venture Investors may seek to invest in and/or provide advice to companies that may be competitive with the Company. Accordingly, notwithstanding anything to the contrary in this Agreement, the Company understands and agrees that nothing in this Agreement will restrict the Venture Investors from investing or participating in the management of any business or entity which competes or may compete, directly or indirectly, with the Company so long as such Venture Investor does not disclose any Confidential Information to such business or entity or help or otherwise assist such business or entity to use such information in violation hereof. The Company further agrees that, provided a Venture Investor does not disclose Confidential Information to a third-party in violation hereof, such Venture Investor shall be free to use for internal use in its business any information it has obtained or will obtain from the Company; provided, however, that any recipient of such information is similarly restricted with respect to Confidential Information; and provided, further, such Venture Investor shall not disclose any such information to an officer, director, Affiliate, employee, or significant stockholder of any business or entity that competes or may reasonably be removed for cause until after Tranche Holdingsdeemed to compete, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdingsdirectly or indirectly, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At any time during which there is an outstanding balance on the Tranche A Term Loan (Separate from its rights to designate one or more CDPI Nominees as such capitalized term is defined set forth in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”Section 3.2(1), among Xxxxxx Communications Companyfor so long as the CDPI Group owns, LLCcontrols or directs, Xxxxxx Publishing Groupdirectly or indirectly, LLC, at least 10% of the Lenders party thereto, Proportionate Voting Interest in the issued and Tranche Manager, LLC, as Administrative Agentoutstanding Shares (on a non-diluted basis), Tranche Holdings, LLC, or its designee, CDPI shall be entitled have the right to designate one (1) nonvoting individual as a non-voting observer to the Board (the a “Board Observer”), which Board Observer shall be (as of the Effective Date) to [●]. The Board Observer designated by CDPI may only be removed and replaced with the Company’s prior consent of CDPI. For the avoidance of doubt, such Board Observer need not be independent of Directors and to all committees thereofCDPI. Such The Board Observer shall be entitled to attend meetings of the Board and to receive all information provided to the members of the Board (including notices and minutes of previous meetings of the Board); provided, that (which a) the Board Observer shall be entitled to attend executive sessions and meetings of any committee of the Board and to receive all information provided in connection with such sessions and meetings to the members of the Board or its committees (including minutes of previous sessions or meetings), in each case, only if invited by the chairperson of the Board or applicable body or committee; (b) the Board Observer shall generally be held telephonically) but will not be entitled to vote at on any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided matter submitted to the BoardBoard or any of its committees nor to offer any motions or resolutions to the Board or such committees; provided, however, that (c) the Company reserves Corporation may withhold information or materials from the right to Board Observer and exclude such the Board Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if if, as determined by the Board votes in good faith after advice of counselfaith, that access to such exclusion is necessary information or materials or attendance at such meeting would (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (ai) to preserve adversely affect the attorney-client privilege; (b) to prevent a breach by or work product privilege between the Board of Directors of Corporation and its fiduciary dutiescounsel; or (cii) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person; and (d) the impairment Board Observer shall be subject to the same obligations as the Directors with respect to confidentiality, conflicts of the Company’s ability interest and misappropriation of corporate opportunities (and shall provide, prior to enforce its rights under this Agreement in attending any bona fide dispute with the Observer. Such Observer meetings or receiving any information or materials, such agreements, undertakings or assurances to such effect as may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause reasonably requested by the Corporation). For the avoidance of doubt, the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdingssubject to any fiduciary duty to the Corporation or any duty or personal liability imposed on directors or officers under applicable Law as it relates to salaries, LLC has been notified wages or otherwise with respect to the Corporation or any of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the CompanySubsidiaries.

Board Observers. At any time during which there is an outstanding balance on So long as Google together with its Affiliates continues to hold at least twenty-five percent (25%) of the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15Series C Preferred Shares originally issued by the Company to Google, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, Google shall be entitled to designate appoint one (1) nonvoting observer (the an “Observer”) to attend all meetings of the Company’s Board and all subcommittees of Directors and the Board, in a nonvoting observer capacity. So long as Lightspeed together with its Affiliates continues to all committees thereof. Such Observer hold at least twenty-five percent (25%) of the Series C Preferred Shares originally issued by the Company to Lightspeed, Lightspeed shall be entitled to appoint one (1) Observer to attend all meetings of the Board meetings (which meetings and all subcommittees of the Board, in a nonvoting observer capacity. The Company shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such give each Observer shall be entitled to receive copies of all notices, minutes, consents, proposed consents or Board actions, documents, materials, information and notices (whether or not other materials that the Company provides to the Company’s directors at the same time and in writing) the same manner as provided to the Boardsuch directors; provided, however, that the Company reserves the right to exclude such Observer shall agree to hold in confidence and trust all information so provided. An Observer may be excluded from access that portion of a meeting of the Board or a subcommittee thereof to any material or the extent that (i) the Board has reasonably determined in good faith that such Observer’s presence at such meeting or portion thereof would reasonably be expected to result in the disclosure of trade secrets to a competitor of the Group Companies or (only if ii) counsel to the Observer Company has determined that there is notified of such withholding) if the Board votes in good faith after advice of counsel, a reasonable likelihood that such exclusion is necessary (taking into account any confidentiality agreements that Observer’s presence at such Observer has executed meeting or is willing to execute): (a) to preserve portion thereof would result in the loss of the Company’s attorney-client privilege; (b) provided that to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided extent practical such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified in writing by the Company at least forty-eight (48) hours prior to the meeting of the Board’s intent exclusion and grounds on which the exclusion is based and provided further that the Company shall in good faith endeavor to remove ensure that meetings of the Board or committees thereof are conducted in such person for cause and is given Tranche Holdings, LLC a reasonable amount of time manner as to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time minimize those portions during which there is an outstanding balance on such Observer shall be excluded, with a view to allowing each Observer to attend and observe such meetings to the Tranche A Term Loan (as defined in the Credit Agreement), maximum extent possible. Each Observer shall be entitled to be reimbursed for all travel and other reasonable out-of-pocket expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Companyattending board or committee meetings.

Board Observers. At So long as the Preferred Investors own any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended Units, BACI, New York Life and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate Northwestern may each select one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled representative to attend all meetings of the Board meetings and each committee thereof, including telephonic meetings, as an observer (which meetings each a "Board Observer"). The Company shall generally be held telephonically) but will not be entitled to vote give BACI, New York Life and Northwestern written notice of each meeting of the Board and committees thereof at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information the same time and notices (whether or not in writing) provided the same manner as notice is given to the Boarddirectors; provided, howeverthat the failure of the Company to provide such a notice shall not affect the validity of any action taken at that meeting or constitute a Preferred Default. Such Board Observers shall also be provided with all written materials and other information (including minutes of meetings) given to directors in connection with such meetings and any proposed written consents of the Board at the same time such materials and information are given to the directors. If the Company proposes to take any action by written consent in lieu of a meeting of its Board, the Company shall give a copy thereof to BACI, New York Life and Northwestern within three (3) Business Days following the effective date of such consent; provided, that the failure of the Company reserves to provide copies of any written consent shall not affect the validity of any action taken in that written consent. Notwithstanding anything herein, the Company shall have the right not to provide information and to exclude such a Board Observer from access to any material or meeting or portion thereof (only if the Observer is notified delivery of such withholdinginformation or attendance at such meeting by such Board Observer (i) if the would result in disclosure of trade secrets to such Board votes in good faith after advice of counsel, that such exclusion is necessary Observer; (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (aii) to preserve would adversely affect the attorney-client privilegeprivilege between the Company and its counsel (upon advice from such counsel); (biii) to prevent a breach would materially impair deliberations by the Board because of Directors a conflict of interest between the Company or any of its fiduciary dutiesSubsidiaries and the party who appointed such Board Observer; or (civ) upon advice from counsel that such exclusion or failure to avoid the impairment provide information is reasonably necessary to preserve legal or evidentiary privilege with respect to a material matter. Such Board Observers shall not disclose any confidential information disclosed at a board meeting or in connection with any written consent of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche HoldingsBoard and, LLC, except that the Observer may be removed for cause if requested by the Board Company as a condition to attend any meeting or to the delivery of Directors any materials, shall execute a confidentiality agreement in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified form customarily executed by other members of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

Board Observers. At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15___, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors of the Partnership’s General Partner and to all committees thereof. Such Observer shall be entitled to attend all General Partner’s Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any General Partner’s Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or General Partner’s Board actions, documents, materials, information and notices (whether or not in writing) provided to the General Partner’s Board; provided, however, that the Company General Partner’s Board reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the General Partner’s Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the General Partner’s Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the CompanyGeneral Partner’s Board’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the General Partner’s Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company Partnership or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the General Partner’s Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.an

Board Observers. At any The Investors who, at the time during which there is an in question, hold a majority of the outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 shares of Series B Preferred Stock (the “Credit AgreementSeries B Designators”)) shall be entitled to designate two individuals reasonably acceptable to the Company (each, among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, an “Observer”) and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, RockPort shall be entitled to designate one (1) nonvoting observer (the “Observer”) , each to the Company’s Board receive prior notice of Directors and to all committees thereof. Such Observer shall be entitled to attend all meetings of the Board meetings (which meetings in a nonvoting capacity. The Company shall generally be held telephonically) but will not be entitled give the Observers copies of all notices, minutes, consents and other material that it provides to vote at any Board meeting. Such Observer shall be entitled to receive all consentsits directors, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such any Observer from access to any material or meeting or portion thereof (only if necessary to protect highly confidential trade secret information or if the Observer is notified of such withholding) if the Board votes in good faith after Company believes based upon advice of counsel, from counsel that such exclusion is reasonably necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) . Observers may participate in discussions of matters brought to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer but shall not be removed for cause until after Tranche Holdings, LLC has been notified entitled to vote. Each of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right parties entitled to designate an Observerobserver hereunder shall designate, and may replace, its Observer with or without cause in its sole discretion by providing written notice to the Company, provided that any replacement Observer so shall be reasonably acceptable to the Company. An observer designated will automatically and without further action be removed by Applied Ventures, LLC (“Applied Ventures”) pursuant to that certain letter from the Board. At any time during which there is an outstanding balance on Company to Applied Ventures dated January 14, 2008, shall be considered one of the Tranche A Term Loan (as defined in Observers designated by the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in Series B Designators pursuant to this Section 3.1.8 3 and such letter shall continue to govern the rights of such observer. The first of the two Observers designated by the Series B Designators shall initially be the Applied Ventures designee, and the second will be designated following the Effective Date. The initial Observer of RockPort shall be reimbursed by the CompanyXxx Xxxxxx.

Board Observers. At any time during which there is an outstanding balance on Each Obligor agrees that, until payment in full of all Obligations, each of the Tranche A Term Loan Borrower and its Subsidiaries (as such capitalized term is defined in that certain Amended for purposes of this Section 8.15, each a “Board Party” and Restated Credit Agreement dated October 15collectively, 2009 (the “Credit AgreementBoard Parties”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, ) shall allow the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled Agent to designate one representative (1) nonvoting observer (the each a “Board Observer”) to attend and observe in meetings, whether telephonic or in-person, of the Company’s Board board of Directors and to all directors or board of managers, any audit or compensation committees thereof, or any similar governing body of such Board Party, in each case with speaking rights. Such Each Board Party shall (i) give the Agent and each of the Lenders notice of all such meetings, at the same time as furnished to the attendees, directors, managers, officers, stockholders or members, as applicable, of such Board Party, (ii) provide to each Board Observer shall be entitled all notices, documents and information furnished to attend the directors or any other attendees of such Board Party, whether at or in anticipation of a meeting, at the same time furnished to such directors or other attendees, (iii) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the attendees of such meeting (if any), (iv) provide each Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at Observer notice of the adoption of any material resolutions and other material actions taken by the board of directors or board of managers, any audit or compensation committees thereof, or any similar governing body of any Board meeting. Such Observer shall be entitled to receive Party, and (v) reimburse the Agent and each of the Lenders for all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided reasonable out of pocket expenses related to the Boardforegoing for their respective Board Observer; provided, however, that the Company Borrower reserves the right to withhold information and to exclude such the Board Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes Parties determine in good faith after (and, with respect to attorney-client privilege and conflicts of interest, advice of counsel, ) that such exclusion is reasonably necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (ai) to preserve the attorney-client privilege; , (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (cii) to avoid a potential conflict of interest (which, without limitation shall include discussions regarding this Agreement and the impairment other Loan Documents) or (iii) that such information is highly confidential or represents a trade secret. The board of directors of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the ObserverBorrower shall meet no fewer than three times per year. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the The Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdingskeep and maintain all information, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdingsnotices, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loanminutes, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel consents and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in materials obtained pursuant to this Section 3.1.8 shall be reimbursed by the Company8.15 confidential in accordance with Section 8.14. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.