The Observer and each of the [[MHR Entities:Organization]] 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 [[MHR Entities:Organization]] 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.

Until the Observer ceases to serve in such capacity, the Observer, in his or her capacity as such, shall be entitled to: # receive written notice of all meetings of the Committee, # attend all meetings of the Committee, whether in person or by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other, # be reimbursed for reasonable and documented out-of-pocket expenses incurred in connection with attending such meetings in person, # receive a copy of all materials which are furnished to other members of the Committee, in their capacities as such, at the same time and in the same manner as such materials are furnished to the members of the Committee, # participate in all discussions conducted at such meetings, and # receive copies of the minutes of all such meetings of the Committee as and when such copies are distributed to the members of the Committee; provided, however that the Observer may be excluded from any meeting or portion thereof, and the Observer need not be given such materials, if # a majority of the members of the Committee who are Non-MHR Directors, or # an officer of the Company responsible for providing such notice or materials, determines # that excluding the Observer or failing to give such notices, information or reports to the Observer is necessary or advisable to # preserve attorney-client, work product or similar privilege, # comply with the terms and conditions of confidentiality agreements with third parties, or # applicable law or # that there exists, with respect to the subject of a meeting or the notices, information or reports provided to the Committee, an actual or potential conflict of interest between the Company, on the one hand, and the Observer or the [[MHR Entities:Organization]], on the other hand.