Common use of Board Observation Clause in Contracts

Board Observation. For so long as the TCW/Crescent Purchasers and TCW/Crescent Lenders collectively hold no less than 4% of the Common Units (calculated by including any securities of the TCW/Crescent Purchasers and TCW/Crescent Lenders exercisable or convertible into Common Units), the Company shall allow the TCW Representative to be present (whether in person or by telephone) at all meetings of the Board and all meetings of the Executive Committee of such Board, if any; provided that, the TCW Representative shall not be entitled to vote at such meetings; and further provided that, the TCW Representative shall not be entitled to attend such meetings if the Board determines that the attendance of the TCW Representative would jeopardize the attorney-client privilege or if information is being discussed at such meeting relating to any of the Company's or its Subsidiaries' strategy, negotiating positions or similar matters relating to any of the TCW/Crescent Purchasers or TCW/Crescent Lenders. The Company shall send to the TCW Representative all of the notices, information and other materials that are distributed to the members of the Board including copies of the minutes of all meetings of the Board and all notices, information and other materials that are distributed by or to the members of the Board with respect to the meetings of the Executive Committee of the Board; provided, however, that, upon the request of the TCW Representative, the Company shall refrain from sending such notices, information and other materials to the TCW Representative for so long as the TCW Representative shall request. If the Company proposes to take any action by written consent in lieu of a meeting of the Board, the Company shall give notice thereof to the TCW Representative at the same time and in the same manner as notice is given to the members of the Board. The TCW/Crescent Purchasers and TCW/Crescent Lenders shall provide to the Company the identity and address of, or any change with respect to the identity or address of, the TCW Representative. The Company shall reimburse the TCW Representative for the reasonable out-of-pocket expenses of such representative incurred in connection with the attendance at such meetings.

Board Observation. For so long as the TCW/Crescent Obligations are outstanding, the Purchasers and TCW/Crescent Lenders collectively hold no less than 4% shall have the right to appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇ (or another ▇▇▇▇ Capital representative acceptable to the Purchasers), by written notice to the Borrower from time to time, as an observer (the “Observer”) to the board of directors or similar governing body of the Common Units Borrower and each of its Subsidiaries (calculated by including any securities the “Board”). The Observer shall have the right to attend (which attendance may occur telephonically at the election of the TCW/Crescent Purchasers Observer) and TCW/Crescent Lenders exercisable or convertible into Common Units), the Company shall allow the TCW Representative to be present (whether participate in person or by telephone) at all meetings of the Board and all meetings of the Executive Committee of such Board, if any; provided that, the TCW Representative any committees thereof. The Observer shall not be entitled have no right to vote at such meetings; and further provided that, the TCW Representative shall not be entitled on any matter presented to attend such meetings if the Board determines that the attendance of the TCW Representative would jeopardize the attorney-client privilege or if information is being discussed at such meeting relating to any of the Company's or its Subsidiaries' strategy, negotiating positions or similar matters relating to any of the TCW/Crescent Purchasers or TCW/Crescent Lenderscommittee thereof. The Company Borrower shall send to give the TCW Representative all Observer written notice of each meeting thereof at the notices, information same time and in the same manner as the other materials that are distributed to the members of the Board including copies or such committee receive notice of such meetings. The Borrower shall permit the minutes of Observer to attend and participate in all meetings thereof. The Observer shall be entitled to receive all written materials and other information given to other members of the Board and all noticessuch committees in connection with such meeting or otherwise, at the same time such materials and information and other materials that are distributed by or given to the other members of the Board with respect and such committees, and the Observer shall keep such materials and information confidential, and shall abide by the Borrower’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. To the extent requested by the Borrower, the Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the meetings of Borrower and the Executive Committee of the Board; provided, however, that, upon the request of the TCW Representative, the Company shall refrain from sending such notices, information and other materials to the TCW Representative for so long as the TCW Representative shall requestObserver. If the Company Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meeting of the Board, then the Company Borrower shall give written notice thereof to the TCW Representative at Observer describing the same time nature and in substance of such action and including the same manner as notice is given to the members text of the Boardsuch written consents. The TCW/Crescent Purchasers Borrower shall pay and TCW/Crescent Lenders shall provide to the Company the identity and address of, or any change with respect to the identity or address of, the TCW Representative. The Company shall reimburse the TCW Representative for the reasonable and documented out-of-pocket costs and expenses of such representative the Observer incurred in connection with traveling to and attending such meetings of the attendance Board and committees in accordance with the Borrower’s policies with respect to such reimbursements for board members in effect at the time. Notwithstanding anything contained in this Section 8.15 to the contrary, the Observer designated hereunder may be excluded from any meeting (or portion thereof), or denied access to any materials, if and to the extent the Board reasonably and in good faith determines (i) such meetingsrecusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege, (ii) there exists, with respect to any deliberation or board or committee materials, an actual or potential conflict of interest between the Observer, and the Borrower or its Subsidiaries, as applicable, or (iii) based on the advice of counsel, such recusal is required by Applicable Laws.

Board Observation. For so long as the TCW/Crescent Obligations are outstanding, the Purchasers and TCW/Crescent Lenders collectively hold no less than 4% shall have the right to appoint M▇▇▇▇▇ ▇▇▇▇ Jr. (or another H▇▇▇ Capital representative acceptable to the Purchasers), by written notice to the Borrower from time to time, as an observer (the “Observer”) to the board of directors or similar governing body of the Common Units Borrower and each of its Subsidiaries (calculated by including any securities the “Board”). The Observer shall have the right to attend (which attendance may occur telephonically at the election of the TCW/Crescent Purchasers Observer) and TCW/Crescent Lenders exercisable or convertible into Common Units), the Company shall allow the TCW Representative to be present (whether participate in person or by telephone) at all meetings of the Board and all meetings of the Executive Committee of such Board, if any; provided that, the TCW Representative any committees thereof. The Observer shall not be entitled have no right to vote at such meetings; and further provided that, the TCW Representative shall not be entitled on any matter presented to attend such meetings if the Board determines that the attendance of the TCW Representative would jeopardize the attorney-client privilege or if information is being discussed at such meeting relating to any of the Company's or its Subsidiaries' strategy, negotiating positions or similar matters relating to any of the TCW/Crescent Purchasers or TCW/Crescent Lenderscommittee thereof. The Company Borrower shall send to give the TCW Representative all Observer written notice of each meeting thereof at the notices, information same time and in the same manner as the other materials that are distributed to the members of the Board including copies or such committee receive notice of such meetings. The Borrower shall permit the minutes of Observer to attend and participate in all meetings thereof. The Observer shall be entitled to receive all written materials and other information given to other members of the Board and all noticessuch committees in connection with such meeting or otherwise, at the same time such materials and information and other materials that are distributed by or given to the other members of the Board with respect to and such committees, and the meetings of Observer shall keep such materials and information confidential, and shall abide by the Executive Committee of the Board; provided, however, that, upon the request of the TCW Representative, the Company shall refrain from sending such notices, information and other materials to the TCW Representative for so long as the TCW Representative shall requestBorrower’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. If the Company Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meeting of the Board, then the Company Borrower shall give written notice thereof to the TCW Representative at Observer describing the same time nature and in substance of such action and including the same manner as notice is given to the members text of the Boardsuch written consents. The TCW/Crescent Purchasers Borrower shall pay and TCW/Crescent Lenders shall provide to the Company the identity and address of, or any change with respect to the identity or address of, the TCW Representative. The Company shall reimburse the TCW Representative for the reasonable and documented out-of-pocket costs and expenses of such representative the Observer incurred in connection with traveling to and attending such meetings of the attendance at Board and committees. Notwithstanding anything contained in this Section 8.15 to the contrary, the Observer designated hereunder may be excluded from any meeting (or portion thereof), or denied access to any materials, if and to the extent the Board reasonably and in good faith determines (i) such meetingsrecusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege, (ii) there exists, with respect to any deliberation or board or committee materials, an actual or potential conflict of interest between the Observer, and the Borrower or its Subsidiaries, as applicable, or (iii) based on the advice of counsel, such recusal is required by Applicable Laws.