From the 6/4/2020 loan agreement.
“(h)Board Observer. For so long as any Balance remains outstanding, Borrower shall ensure that the Lender Designee (i) is invited and permitted to attend (for the purpose of observing in a non-voting capacity) all meetings of the board of directors of Borrower and its committees and (ii) receives all notices, information and other materials provided to Borrower’s directors or other committee members in connection with such meetings at the same time and in the same manner as provided to such directors or committee members. Notwithstanding the foregoing, Borrower may, by giving prior or concurrent written notice to Lender, exclude the Lender Designee from attending any meeting of the board of directors and its committees, or relevant portion thereof, and/or from receiving any such notices, information and other materials provided to Borrower’s directors and committee members (as applicable), if and to the extent that, in the reasonable opinion of Borrower and Borrower’s counsel (i) such attendance or receipt of such information or materials would jeopardize or infringe any attorney-client privilege, attorney work product or other similar privilege or protection belonging to Borrower, (ii) the topic of such meeting or content of such information or materials (or, in each case, relevant portion thereof) relates to a matter in which the interests of Lender and Borrower are in conflict with each other (including, without limitation, with respect to any actual, threatened or potential dispute between Lender and Borrower arising under or relating to the Note Documents or the Definitive Agreements); or (iii) permitting such attendance or disclosure of information or materials would breach Borrower’s duty of confidentiality to any other Person, provided that such duty was not undertaken for the purpose of excluding the Lender Designee and that, if requested by Lender in writing for a legitimate business purpose, Borrower takes commercially reasonable efforts to seek a waiver of such duty (such efforts not to require Borrower to pay any amount to the Person(s) to whom such duty is owed).”
