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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the ▇▇▇▇▇▇▇▇▇ 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 From the Closing until the Second Threshold Date, at any time at which an Investor Designee is serving as a member of the Parent Board and the Parent Bank Board, the Investor shall be entitled to this Agreement designate, and Parent shall votetake all action necessary to cause the Parent Board and the Parent Bank Board, as applicable, to promptly appoint (i) one Investor Director to serve as a member of the Executive Committee of the Parent Board, (ii) one Investor Director to serve as a member of the Nominating and Corporate Governance Committee of the Parent Board, (iii) one Investor Director to serve as a member of the Risk Committee of the Parent Board and the Parent Bank Board and (iv) one Investor Director to serve as a member of the Investment Committee of the Parent Bank Board; provided, that any Investor Director designated by the Investor to serve as a member of any of the foregoing committees shall, in addition to satisfying the Eligibility Criteria, satisfy and comply with all requirements regarding service as a member of such committee as provided under Applicable Law, the listing requirements and corporate governance rules of NASDAQ or cause any national securities exchange on which shares of Parent Common Stock are then listed (including any heightened independence requirements for service on specific committees) and the practices and policies of such committee, in each case, applicable generally to be voted, its Capital Stock Beneficially Ownedmembers (provided that Parent shall not, and shall use its best efforts to cause its respective Stockholder Group's Designees on the BoardParent Bank Subsidiary, subject to the exercise of their fiduciary obligations, to establish the following committees of the Parent Board and to cause those committees the Parent Bank Board not to, implement any practices, policies or requirements with the intention of disproportionately and adversely impacting the Board to be comprised and have the functions, powers and authorizations, as set forth belowInvestor’s rights hereunder or any Investor Director). (b) The Audit Committee shall consist of five (5) Independent DirectorsFrom the Closing and until the Second Threshold Date, three (3) of whom will be Lender Group Designees named by a majority each of the Lender Group Designees then serving on Executive Committee of the Parent Board, the Nominating and Corporate Governance Committee of the Parent Board, the Risk Committee of the Parent Board and two (2) of whom will be Investor Group Designees named by a majority the Parent Bank Board and the Investment 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 Parent Bank Board shall be Lender Group Designees named by a majority comprised of at least four, but no more than six (or, in the case of any such committee of which the Chairman of the Lender Group Designees then serving on the Parent Board and three (3) of whom shall be Investor Group Designees namedis a member, subject to the following sentence, by a majority of the Investor Group Designees then serving on the Board. Unless a ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the ▇▇▇▇▇▇▇▇▇ 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%seven), 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 Securedmembers.

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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event shall have occurred, it will forfeit all three of its Compensation and Nominating Committee seats. If a ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 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 of five (5) Independent Directors, three (3) of whom will be Lender Group Designees named by a majority of On or prior to 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 lawsEffective Date, the functions regularly Company and the other Parties agree to take all corporate and other actions necessary to cause a LATA Director (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 Boardother than ▇▇▇▇▇▇▇ ▇. Unless a ▇▇▇▇▇▇▇, ▇▇ Forfeiture ▇.) (for so long as he or she qualifies as an Independent Director and is willing to serve as a member of a Committee), 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, 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 each of the Compensation and Nominating Committee shall be Committees. If (i) at any time, the Board determines that a LATA Director (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Designee. At least one ▇.), any member of the Lender Group Designees and at least one Board who is an OPT Director, or any member of the Investor Group Designees Board who is a DB Director and (ii) for so long as no Event of Default has occurred, the 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 Company shall give prompt written notice to the Parties of such determination and the 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ 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 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. Immediately following the execution of this Agreement, the Board will take all action necessary in furtherance of (ai) Each party the appointment of H▇▇▇▇▇▇ 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 H▇▇▇▇▇ to the exercise Compensation Committee of their fiduciary obligations, to establish the following committees Board. Such Committee appointments of H▇▇▇▇▇▇ and H▇▇▇▇▇ shall continue so long as each of H▇▇▇▇▇▇ and H▇▇▇▇▇ is a member of the Board and or as such appointment is otherwise consented to cause those committees by H▇▇▇▇▇▇ and/or H▇▇▇▇▇, respectively; and, if H▇▇▇▇▇▇ and/or H▇▇▇▇▇ should resign from the Board or be rendered unable to serve on the 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 to be comprised and have or the functions, powers and authorizationsCompensation Committee of the Board, as set forth below. (b) The Audit Committee shall consist of five (5) Independent Directorsapplicable, 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 WW Investors shall be Lender Group Designees named by entitled to designate a majority of the Lender Group Designees then serving on the Board and three (3) of whom shall be Investor Group Designees namedReplacement Director to such Committee(s); provided, subject to the following sentencehowever, by a majority of the Investor Group Designees then serving on the Board. Unless a if W▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurredbecomes 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 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 (including any committees of the Board formed after the date of this Agreement); provided, however, that in no event shall either of the New WW Appointees serve on the Conflicts Committee of the Board or any other committee of the Board formed for the purpose of evaluating proposals made by any person or entity to serve as the Company’s external advisor or manager pursuant to the Company’s publicly announced request for proposals (the “RFP”). Until the expiration of the Standstill Period (as defined below), if at least one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the ▇▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Designee. At least one of the Lender Group Designees and at least one of the Investor Group Designees (other than the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event shall have occurred, it will forfeit all three of its Compensation and Nominating Committee seats. If a ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, the ▇▇▇▇▇▇▇▇▇ Designator.

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 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. a LATA Director (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 Boardother than ▇▇▇▇▇▇▇ ▇. 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 ▇▇▇▇▇▇▇, ▇▇ Forfeiture ▇.) (for so long as he or 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, one he or she qualifies as an Independent Director), the BREDS Director (1for 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 appointed, and thereafter to be re-appointed, to serve on each of the three Investor Group Designees on Board’s (i) Audit Committee, (ii) Compensation Committee, and (iii) Nominating and Corporate Governance Committee (each, a “Committee” and collectively, the Compensation and Nominating Committee shall be “Committees”). If (i) at any time, the Board determines that a LATA Director (other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Designee. At least one ▇.), any member of the Lender Group Designees and at least one Board who is an OPT Director, or any member of the Investor Group Designees Board who is a DB Director and (ii) for so long as no Event of Default has occurred, the 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 Company shall give prompt written notice to the Parties of such determination and the 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ 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 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 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 Dickstein Forfeiture Event has ▇▇▇▇▇▇▇▇▇ Forfeiture Event has occurred, one (1) of the three Investor Group Designees on the Compensation and Nominating Committee shall be the ▇▇▇▇▇▇▇▇▇ Dickstein Designee. At least one of the o▇▇ ▇▇ ▇▇▇ Lender Group Designees and at least one of the Investor Group Designees (other than the Dickstein Designee) serving on ▇▇▇ ▇▇▇▇▇▇▇▇▇ Designee) serving on the Compensation ensation 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.