The Observer and each of the ​ acknowledge and agree that the rights of the Observer, in his or her capacity as such, shall be limited to the rights expressly provided herein and that the Observer shall not have any rights as a director or member of any committee of the Board (including the Committee). For the avoidance of doubt, the Observer and each of the ​ acknowledge and agree that the Observer shall # not be counted for purposes of determining whether a quorum is present at any meeting of the Committee, # not have the right to vote on any matter brought before the Committee or to participate in any action by unanimous written consent in lieu of a meeting of the Committee (and no vote or consent of the Observer shall be required for purposes of determining whether any matter has been approved by the Committee), and # not be entitled to any other rights or powers of directors under the certificate of incorporation or bylaws of the Company, the General Corporation Law of the State of Delaware, applicable law or any other agreement to which the Company is a party. The Observer acknowledges and agrees that he or she shall not be entitled to compensation for his or her service as an observer of the Committee.

For so long as the Investor or any of its affiliates beneficially own # any Preferred Units, Warrants or Partnership Units, or # shares of Common Stock equal to at least 25% of the number of Partnership Units that may be issued upon exercise the Warrants (without regard to any vesting or other conditions to which such Partnership Units may be subject) (the “Ownership Requirement”), the Company shall cause one person designated by the Investor to be appointed as a non-voting observer to the Board and the Committees, which Observer shall initially be Marcos Alvarado, and who the Investor shall have the right to replace from time to time in its sole discretion (provided that any Observer appointed hereunder shall be an employee of Sixth Street Partners, LLC or one of its affiliates). Except as set forth herein, the Company shall invite the Observer to attend, in a non-voting observer capacity, all meetings of the Board and any and all Committees (as determined by the Observer from time to time). Except as set forth herein, the Observer shall have the right to speak at and participate in such meetings, but in no event shall the Observer: # be deemed to be a member of the Board or any Committee; # have the right to vote on any matter under consideration by the Board or any Committee or otherwise have any power to cause the Company or any of its subsidiaries to take, or not to take, any action; # have or be deemed to have, or otherwise be subject to, any duties, fiduciary or otherwise, to the Company or its stockholders or any duties, fiduciary or otherwise, otherwise applicable to the directors of the Company; or # have any right or possess any authority to bind the Company or any of its subsidiaries in any way whatsoever. As a non-voting observer, and except as set forth herein, the Observer will also be provided, concurrently with delivery to the directors of the Company and in the same manner delivery is made to them, copies of all notices, agenda, minutes, consents, and all other materials or information, financial or otherwise, that are provided to the directors, including with respect to any Board or Committee meeting or any written consent in lieu of a Board or Committee meeting. If a meeting of the Board or a Committee is conducted via telephone or other electronic medium, except as set forth herein, the Observer may attend such meeting via the same medium. The presence of the Observer shall not be taken into account or required for purposes of establishing a quorum. Notwithstanding anything in this Agreement to the contrary, the Board or any Committee may exclude the Observer from all or any portion of any meeting or discussions, and can withhold or redact materials otherwise distributed to the members of the Board or such Committee, solely to the extent that: # the Board reasonably determines based on the advice of counsel that such action is reasonably necessary to prevent the loss of attorney-client privilege, work product or similar privilege; provided that, in such case, # any such exclusion shall only apply to such portion of such meeting or material which would be required to preserve such privilege and not to any other portion thereof; and # the Observer shall be informed of the general subject matter of the materials or meetings (or portion thereof) from which Observer is excluded to the extent it would not result in the loss of such privilege; or # the Board reasonably determines in good faith that the information being discussed at all or a portion of such meetings or included in such materials, would result in a violation of applicable law; provided that, in any such case, # any such exclusion shall only apply to such portion of such meeting or material which would be required to avoid such conflict, breach of confidentiality or violation of applicable laws, and not to any other portion thereof; and # the Observer shall be informed of the general subject matter of the materials or meetings (or portion thereof) from which the Observer is excluded to the extent it would not result in a violation of applicable laws. The Investor may, temporarily or permanently, at any time and from time to time by written notice to the Company, voluntarily and immediately relinquish its rights under this [Section 1].

Board Observer Rights. On and after the Initial Closing Date, the Purchaser shall have the right in its sole discretion, to designate one person as a non-voting observer on the Board of Directors (the “Board Observer”), as further set forth in the Board Observer Agreement to be entered into at the Initial Closing. The Purchaser may, temporarily or permanently, at any time by written notice to the Company, voluntarily and immediately relinquish its rights under this [Section 6.9].

Agreements of the Company. For so long as the Observer Designation Condition is satisfied, the Company agrees that:

Resignation of the Observer. The Observer may resign at any time by delivering notice in writing or by electronic transmission of such resignation to the Company. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Company. The acceptance of such resignation shall not be necessary to make it effective.

Representations of the Observer. The Observer hereby represents and warrants to the Company that:

that if ​ resigns or withdraws as the Observer or is rendered unable to, or refuses to, serve as the Observer (other than due to the termination of the obligations of the Company under this Agreement), the Icahn Group shall be entitled to designate, a replacement observer (a “Replacement Observer”) that is approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Replacement Observer”) (and if such proposed designee is not an Acceptable Replacement Observer, the Icahn Group shall be entitled to continue designating a Replacement Observer until such proposed designee is an Acceptable Replacement Observer). Any such Replacement Observer who becomes an Acceptable Replacement Observer shall be deemed to be the Observer for all purposes under this Agreement.

The Observer and each of the ​ acknowledge and agree that in the event the Observer Designation Condition is no longer satisfied, the ​ shall no longer be entitled to designate the Observer and the Observer shall automatically cease to be an observer of the Committee.

Survival. The obligations and agreements of the Observer and the ​ contained in this Agreement, and the Company’s right to enforce such obligations and agreements, shall survive the Observer’s ceasing to hold such position and shall survive the termination of this Agreement.

The ​ shall be entitled to designate the Observer to serve as an observer of the Committee. Following the execution of this Agreement by each of the parties hereto, the Company shall cause the Initial Observer to appointed as an observer of the Committee.