The [[MHR Entities:Organization]] 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.

Use and Disclosure of Proprietary Information. Observer shall hold in confidence and shall not disclose to any person, other than the Company’s directors, officers, employees, agents or representatives, any Proprietary Information. Observer shall not use such Proprietary Information other than for the purpose of monitoring his ownership in the Company and providing certain strategic advice to the Company’s Board of Directors, and Observer shall not use or exploit such Proprietary Information for his own benefit or the benefit of another without the prior written consent of the Company. Observer shall adhere to procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and Observer shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. Observer will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation.

The Observer agrees to maintain the confidentiality of all Confidential Information and acknowledges and agrees that the disclosure of such information could cause irreparable harm to the Company and its stockholders. Accordingly, the Observer agrees not to use any Confidential Information for any purpose other than in the exercise of his or her rights as an observer of the Committee as provided in this Agreement. The Observer agrees that, without the prior written consent of the Company, he or she will not disclose any Confidential Information to any person or entity (including any MHR Entity); provided, that the Observer may disclose Confidential Information to Representatives of the [[MHR Entities:Organization]] who have a reasonable need to know such information solely for the purpose of allowing the [[MHR Entities:Organization]] to monitor its investment in the Company and only so long as such Representatives and [[MHR Entities:Organization]] are bound to hold such information on a confidential basis. The Observer and each of the [[MHR Entities:Organization]] acknowledge and agree that they shall be jointly and severally liable for any breach of this Section 2(b) by the Observer.

Entire Agreement. This Warrant Agreement, including all Exhibits hereto, together with the Purchase Agreement, the Registration Rights Agreement, the Board Observer Agreement and the Certificate of Designations constitute the entire agreement of the Parties with respect to the specific subject matter covered hereby and thereby, and supersedes in their entirety all other agreements or understandings between or among the parties with respect to such specific subject matter.

becomes known to Observer through disclosure by sources other than the Company having the legal right to Observer’s knowledge, to disclose such Proprietary Information;

In addition to the directors designated pursuant to Section 1(a) and Section 1(b), the Company hereby grants observer rights to one additional person designated by CI-II. As a condition to such appointment such observer shall be required to sign a confidentiality agreement in form reasonably satisfactory to the Company. Further the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or if the observer is involved in any matter with a competitor of the Company.

“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

Board Report. The Arranger shall have been informed of the conclusions of the report of the causes of the restatement of the Borrower’s earnings commissioned by the Borrower’s Board of Directors, and the Arranger shall be satisfied, in its sole discretion, with the conclusions of such report.

The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. At the request of a majority of the Preferred Directors (as defined in the Company’s Certificate of Incorporation), the Company shall cause to be established, as soon as practicable after such request, and will maintain an audit and/or compensation committee, as applicable, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee, except with respect to any committee of the Board of Directors formed for the purpose of acting as the administrator of the Company’s 2010 Special Stock Incentive Plan, and each committee of the Board of Directors, if any, shall include at least one of the Preferred Directors.