Common use of Committee Representation Clause in Contracts

Committee Representation. (a) Each party to this Agreement shall vote, or cause to be voted, its Capital Stock Beneficially Owned, and shall use its best efforts to cause its respective Stockholder Group's Designees on the Board, subject to the exercise of their fiduciary obligations, to establish the following committees of the Board and to cause those committees of the Board to be comprised and have the functions, powers and authorizations, as set forth below. (b) The Audit Committee shall consist of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and two (2) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularly (c) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the Xxxxxxxxx Designee) serving on the Compensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions of (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees of such type including, without limitation, to make recommendations to the Board with respect to the Company's credit arrangements, the issuance of equity and long term debt instruments and other financial matters. (e) (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), the Lender Group will forfeit one Audit Committee seat. If the Plan Secured

Committee Representation. (a) Each party to this Agreement shall vote, or cause to be voted, its Capital Stock Beneficially Owned, and shall use its best efforts to cause its respective Stockholder Group's Designees on the Board, subject to the exercise of their fiduciary obligations, to establish the following committees of the Board and to cause those committees of the Board to be comprised and have the functions, powers and authorizations, as set forth below. (b) The Audit Committee shall consist of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and two (2) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularlyregularly administered by committees of such type including, without limitation, (A) to review the professional services and independence of the Company's independent auditors and the scope of the annual external audit as recommended by the independent auditors, (B) to ensure that the scope of the annual external audit by the independent auditors of the Company is sufficiently comprehensive, (C) to review, in consultation with the independent auditors and the internal auditors, the plan and results of the annual external audit, the adequacy of the Company's internal control systems and the results of the Company's internal audits, (D) to review with management and the independent auditors, the Company's annual financial statements, financial reporting practices and the results of each external audit, and (E) to consider the qualification of the Company's independent auditors, to make recommendations to the Board as to their selection and to review the relationship between such independent auditors and management. (c) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the Xxxxxxxxx Designee) serving on the Compensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions ofof law, the functions regularly administered by committees of such type including, without limitation, the power to review and recommend to the Board the compensation and benefit arrangements for the officers of the Company, the administering of the stock option plans and executive compensation programs of the Company, including bonus and incentive plans applicable to officers and key employees of the Company and to recommend to the Board nominees for election as Directors. (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees of such type including, without limitation, to make recommendations to the Board with respect to the Company's credit arrangements, the issuance of equity and long term debt instruments and other financial matters. (e) . (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), the Lender Group will forfeit one Audit Committee seat. If the Plan SecuredSecured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), the Lender Group will forfeit two Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%), the Lender Group will forfeit all three of its Audit Committee seats. (ii) If the Plan Secured Lender Group shall decrease its Beneficial Owner ship of Common Equivalent Shares by more than (331/3%), the Lender Group will forfeit one Compensation and Nominating Committee seat. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), the Lender Group will forfeit both of its Compensation and Nominating Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), it will forfeit one Compensation and Nominating Committee seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), it will forfeit two Compensation and Nominating Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%) and a Xxxxxxxxx Forfeiture Event shall have occurred, it will forfeit all three of its Compensation and Nominating Committee seats. If a Xxxxxxxxx Forfeiture Event has not occurred, none of the Compensation and Nominating Committee seats forfeited by the Investor Group under this Section 2.3(e)(ii) shall be the Compensation and Nominating Committee seat of the Xxxxxxxxx Designee. (iii) If the Plan Secured Lender Group shall decrease its Beneficial Owner ship of Common Equivalent Shares by more than (331/3%), the Lender Group will forfeit one Finance Committee seat. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), the Lender Group will forfeit both of its Finance Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), it will forfeit one Finance Committee seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), it will forfeit two Finance Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%), it will forfeit all three of its Finance Committee seats. (f) If a Stockholder Group's right to committee representation decreases under Section 2.3(e) hereof, each party to this Agreement shall use its respective best efforts to cause the required number of the Designees of that Stockholder Group to resign their Committee(s) assignments. (g) The parties to this Agreement shall not, and shall use their best efforts to cause their respective Designees not to, take any action to create any committee of the Board other than as provided in this Agreement without the unanimous written agreement of the Investor Group Designator, the Lender Group Designator and, unless and until a Xxxxxxxxx Forfeiture Event has occurred, the Xxxxxxxxx Designator.

Committee Representation. Immediately following the execution of this Agreement, the Board will take all action necessary in furtherance of (ai) Each party the appointment of Hxxxxxx to this Agreement shall vote, or cause to be voted, its Capital Stock Beneficially Owned, and shall use its best efforts to cause its respective Stockholder Group's Designees on the Audit Committee of the Board, subject and (ii) the appointment of Hxxxxx to the exercise Compensation Committee of their fiduciary obligationsthe Board. Such Committee appointments of Hxxxxxx and Hxxxxx shall continue so long as each of Hxxxxxx and Hxxxxx is a member of the Board or as such appointment is otherwise consented to by Hxxxxxx and/or Hxxxxx, respectively; and, if Hxxxxxx and/or Hxxxxx should resign from the Board or be rendered unable to establish serve on the following Board by reason of death or disability prior to the end of the Standstill Period while serving on either the Audit Committee of the Board or the Compensation Committee of the Board, as applicable, then WW Investors shall be entitled to designate a Replacement Director to such Committee(s); provided, however, if Wxxxx Xxxxxxxxxxx becomes a Replacement Director approved by the Board, she shall not be appointed to any of the Audit Committee of the Board, the Compensation Committee of the Board, the Governance Committee or the Conflicts Committee of the Board. For the avoidance of doubt, the Board and applicable committees of the Board and to cause those may, but shall not be required to, consider either or both of the New WW Appointees for membership on any other committees of the Board to be comprised and have the functions, powers and authorizations, as set forth below. (b) The Audit Committee shall consist of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority including any committees of the Lender Group Designees then serving Board formed after the date of this Agreement); provided, however, that in no event shall either of the New WW Appointees serve on the Board and two (2) of whom will be Investor Group Designees named by a majority Conflicts Committee of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularly (c) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority Board or any other committee of the Lender Group Designees then serving on Board formed for the Board and three (3) purpose of whom shall be Investor Group Designees named, subject evaluating proposals made by any person or entity to serve as the Company’s external advisor or manager pursuant to the following sentence, by a majority Company’s publicly announced request for proposals (the “RFP”). Until the expiration of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event has occurredStandstill Period (as defined below), if at least one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the Xxxxxxxxx Designee) serving on the Compensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions of (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving New WW Appointees remains on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees Company shall not establish an executive committee of the Board without the approval of such type including, without limitation, to make recommendations to the Board with respect to the Company's credit arrangements, the issuance of equity and long term debt instruments and other financial matters. (e) (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by New WW Appointee or New WW Appointees if more than one (331/3%), it will forfeit one Audit Committee Seat. If 1) of the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), it will forfeit both of its Audit Committee seats. If New WW Appointees remains on the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), the Lender Group will forfeit one Audit Committee seat. If the Plan SecuredBoard.”

Committee Representation. (a) Each party On or prior to this Agreement shall votethe Effective Date, the Company and the other Parties agree to take all corporate and other actions necessary to cause a LATA Director (other than Xxxxxxx X. Xxxxxxx, Xx.) (for so long as he or cause she qualifies as an Independent Director and is willing to serve as a member of a Committee (as defined below)), any OPT Director elected to the Board (for so long as he or she qualifies as an Independent Director and is willing to serve as a member of a Committee), any DB Director elected to the Board (for so long as he or she qualifies as an Independent Director and is willing to serve as a member of a Committee), the iStar Director (for so long as he or she is willing to serve as a member of a Committee and, for so long as no Event of Default has occurred, he or she qualifies as an Independent Director), the BREDS Director (for so long as he or she is willing to serve as a member of a Committee and, for so long as no Event of Default has occurred, he or she qualifies as an Independent Director) and the Group Director (and any successor thereto) to be voted, its Capital Stock Beneficially Ownedappointed, and shall use its best efforts thereafter to cause its respective Stockholder Group's Designees be re-appointed, to serve on each of the Board’s (i) Audit Committee, subject to (ii) Compensation Committee, and (iii) Nominating and Corporate Governance Committee (each, a “Committee” and collectively, the exercise of their fiduciary obligations“Committees”). If (i) at any time, to establish the following committees Board determines that a LATA Director (other than Xxxxxxx X. Xxxxxxx, Xx.), any member of the Board and to cause those committees who is an OPT Director, or any member of the Board to be comprised who is a DB Director and have the functions, powers and authorizations, (ii) for so long as set forth below. (b) The Audit Committee shall consist no Event of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and two (2) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularly (c) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event Default has occurred, one (1) the Board determines that a member of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one Board who is an iStar Director or a member of the Lender Group Designees Board who is a BREDS Director does not qualify as an Independent Director, the Company shall give prompt written notice to the Parties of such determination and at least one of the Investor Group Designees basis therefor. Upon making such determination (or receiving notice thereof), the Company, OPT, DB, iStar or BREDS (as applicable) shall cause the LATA Director (other than the Xxxxxxxxx Designee) serving on the Compensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exerciseXxxxxxx X. Xxxxxxx, subject to applicable provisions of (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of lawXx.), the functions regularly administered by committees of such type includingOPT Director, without limitationthe DB Director, the iStar Director or the BREDS Director, as applicable, to make recommendations to the Board with respect to the Company's credit arrangementsresign from all Committees as soon as reasonably practical. For avoidance of doubt, the issuance of equity and long term debt instruments and other financial matters. (e) (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%)OPT Director, the Lender Group will forfeit one Audit iStar Director and the BREDS Director shall not be required to serve as a member of any Committee, (ii) the OPT Director, the iStar Director and the BREDS Director may resign from any Committee seat. If at any time, and (iii) OPT may waive its rights to have the Plan SecuredOPT Director serve on any Committee, and any such waiver, if given, shall be in writing, may be rescinded by OPT at any time and shall be effective until rescinded by OPT, the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, such other period as is otherwise set forth therein.

Committee Representation. (a) Each party On or prior to this Agreement shall votethe Effective Date, or cause the Company and the other Parties agree to be voted, its Capital Stock Beneficially Owned, take all corporate and shall use its best efforts other actions necessary to cause its respective Stockholder Group's Designees increase the number of directors on the Board’s (i) Audit Committee, subject (ii) Compensation Committee, and (iii) Nominating and Corporate Governance Committee (each, a “Committee” and collectively, the “Committees”) to permit the exercise of their fiduciary obligations, to establish the following committees of the Board and to cause those committees of the Board iStar Director to be comprised and have the functions, powers and authorizations, as set forth belowappointed to each such Committee. (b) The Audit Committee shall consist On or prior to the Effective Date, the Company and the other Parties agree to take all corporate and other actions necessary to cause a LATA Director (other than Xxxxxxx X. Xxxxxxx, Xx.) (for so long as he or she qualifies as an Independent Director and is willing to serve as a member of five (5) Independent Directorsa Committee), three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on any OPT Director elected to the Board (for so long as he or she qualifies as an Independent Director and two is willing to serve as a member of a Committee), any DB Director elected to the Board (2) for so long as he or she qualifies as an Independent Director and is willing to serve as a member of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of lawsCommittee), the functions regularly iStar Director (c) The Compensation and Nominating for so long as he or she is willing to serve as a member of a Committee shall consist and, for so long as no Event of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event Default has occurred, one he or she qualifies as an Independent Director) and the Group Director (1and any successor thereto) to be appointed, and thereafter to be re-appointed, to serve on each of the three Investor Group Designees Committees. Notwithstanding the foregoing, at such time that holders of Series D Preferred Stock elect a BREDS Director or an iStar Director, the Company and the other Parties agree to take all corporate and other actions necessary to cause the BREDS Director and the iStar Director (for so long as they are each willing to serve as a member of a Committee and, for so long as no Event of Default has occurred, they each qualify as an Independent Director) to be appointed, and thereafter to be re-appointed, to serve on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one each of the Lender Group Designees and Committees. If (i) at least one of any time, the Investor Group Designees Board determines that a LATA Director (other than Xxxxxxx X. Xxxxxxx, Xx.), any member of the Xxxxxxxxx DesigneeBoard who is an OPT Director, or any member of the Board who is a DB Director and (ii) serving on for so long as no Event of Default has occurred, the Compensation and Nominating Committee shall be Board determines that a member of the Board who is an iStar Director or a member of the Board who is a BREDS Director does not qualify as an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions of (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees Company shall give prompt written notice to the Parties of such type includingdetermination and the basis therefor. Upon making such determination (or receiving notice thereof), without limitationthe Company, OPT, DB, iStar or BREDS (as applicable) shall cause the LATA Director (other than Xxxxxxx X. Xxxxxxx, Xx.), the OPT Director, the DB Director, the iStar Director or the BREDS Director, as applicable, to make recommendations to the Board with respect to the Company's credit arrangementsresign from all Committees as soon as reasonably practical. For avoidance of doubt, the issuance of equity and long term debt instruments and other financial matters. (e) (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%)OPT Director, the Lender Group will forfeit one Audit iStar Director and the BREDS Director shall not be required to serve as a member of any Committee, (ii) the OPT Director, the iStar Director and the BREDS Director may resign from any Committee seat. If at any time, and (iii) OPT may waive its rights to have the Plan SecuredOPT Director serve on any Committee, and any such waiver, if given, shall be in writing, may be rescinded by OPT at any time and shall be effective until rescinded by OPT, the next annual meeting of the Company’s stockholders at which directors of the Company are elected or, if expressly stated in such waiver, such other period as is otherwise set forth therein.

Committee Representation. (a1) Each party to this Agreement shall vote, or cause to be voted, its Capital Stock Beneficially Owned, and shall use its best efforts to cause its respective Stockholder Group's Designees on the Board, subject to the exercise of their fiduciary obligations, to establish the following committees of the Board and to cause those committees of the Board to be comprised and have the functions, powers and authorizations, as set forth below. (b2) The Audit Committee shall consist of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and two (2) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularly (c3) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the Xxxxxxxxx Designee) serving on the Compensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions of (d4) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees of such type including, without limitation, to make recommendations to the Board with respect to the Company's credit arrangements, the issuance of equity and long term debt instruments and other financial matters. (e) 5) (i1) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/333 1/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/366 2/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), the Lender Group will forfeit one Audit Committee seat. If the Plan SecuredSecured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), the Lender Group will forfeit two Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%), the Lender Group will forfeit all three of its Audit Committee seats. (2) If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (33 1/3%), the Lender Group will forfeit one Compensation and Nominating Committee seat. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (66 2/3%), the Lender Group will forfeit both of its Compensation and Nominating Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), it will forfeit one Compensation and Nominating Committee seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), it will forfeit two Compensation and Nominating Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%) and a Xxxxxxxxx Forfeiture Event shall have occurred, it will forfeit all three of its Compensation and Nominating Committee seats. If a Xxxxxxxxx Forfeiture Event has not occurred, none of the Compensation and Nominating Committee seats forfeited by the Investor Group under this Section 2.3(e)(ii) shall be the Compensation and Nominating Committee seat of the Xxxxxxxxx Designee. (3) If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (33 1/3%), the Lender Group will forfeit one Finance Committee seat. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (66 2/3%), the Lender Group will forfeit both of its Finance Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), it will forfeit one Finance Committee seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), it will forfeit two Finance Committee seats. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%), it will forfeit all three of its Finance Committee seats.

Committee Representation. (a) Each party to this Agreement shall vote, or cause to be voted, its Capital Stock Beneficially Owned, and shall use its best efforts to cause its respective Stockholder Group's Designees on the Board, subject to the exercise of their fiduciary obligations, to establish the following committees of the Board and to cause those committees of the Board to be comprised and have the functions, powers and authorizations, as set forth below. (b) The Audit Committee shall consist of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and two (2) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Audit Committee shall exercise, subject to applicable provisions of laws, the functions regularlyregularly administered by committees of such type including, without limitation, (A) to review the professional services and independence of the Company's independent auditors and the scope of the annual external audit as recommended by the independent auditors, (B) to ensure that the scope of the annual external audit by the independent auditors of the Company is sufficiently comprehensive, (C) to review, in consultation with the independent auditors and the internal auditors, the plan and results of the annual external audit, the adequacy of the Company's internal control systems and the results of the Company's internal audits, (D) to review with management and the independent auditors, the Company's annual financial statements, financial reporting practices and the results of each external audit, and (E) to consider the qualification of the Company's independent auditors, to make recommendations to the Board as to their selection and to review the relationship between such independent auditors and management. (c) The Compensation and Nominating Committee shall consist of five (5) Directors, two (2) of whom shall be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees named, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a Xxxxxxxxx Dickstein Forfeiture Event has occurredxxxxxxxx, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the Xxxxxxxxx Dickstein Designee. At least one of the oxx xx xxx Lender Group Designees and at least one of the Investor Group Designees (other than the Xxxxxxxxx Dickstein Designee) serving on the Compensation xxx Xxxxensation and Nominating Committee shall be an Independent Director. The Compensation and Nominating Committee shall exercise, subject to applicable provisions ofof law, the functions regularly administered by committees of such type including, without limitation, the power to review and recommend to the Board the compensation and benefit arrangements for the officers of the Company, the administering of the stock option plans and executive compensation programs of the Company, including bonus and incentive plans applicable to officers and key employees of the Company and to recommend to the Board nominees for election as Directors. (d) The Finance Committee shall consist of five (5) Directors, two (2) of whom will be Lender Group Designees named by a majority of the Lender Group Designees then serving on the Board and three (3) of whom will be Investor Group Designees named by a majority of the Investor Group Designees then serving on the Board. The Finance Committee shall exercise, subject to applicable provisions of law, the functions regularly administered by committees of such type including, without limitation, to make recommendations to the Board with respect to the Company's credit arrangements, the issuance of equity and long term debt instruments and other financial matters. . (e) (i) If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than (331/333 1/3%), it will forfeit one Audit Committee Seat. If the Investor Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than sixty six and two thirds percent (662/366 2/3%), it will forfeit both of its Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than twenty five percent (25%), the Lender Group will forfeit one Audit Committee seat. If the Plan SecuredSecured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than fifty percent (50%), the Lender Group will forfeit two Audit Committee seats. If the Plan Secured Lender Group shall decrease its Beneficial Ownership of Common Equivalent Shares by more than seventy five percent (75%), the Lender Group will forfeit all three of its Audit Committee seats.