Representation on TransContinental Board. Each Holder agrees that the bylaws of TransContinental shall provide that the TransContinental Board shall at all times consist of five (5) members in accordance with the TransContinental Stockholders Agreement. Of the four (4) members of the TransContinental Board which TCR Holding has the right to designate pursuant to the TransContinental Stockholders Agreement, each Holder shall cause the members of the TCR Holding Board to vote and otherwise take or cause to be taken all such other action as may be necessary so that two (2) members of the TransContinental Board shall be individuals designated by TARC, exclusively and in its sole discretion (the "TARC TransContinental Board Designees"), and two (2) members shall be individuals designated by the TCW Funds, exclusively and in their sole discretion (the "TCW TransContinental Board Designees"). Any Person so entitled to designate a member of the TransContinental Board also shall be entitled, exclusively and in such Person's sole discretion, to designate such member for removal from the TransContinental Board. Each Holder shall cause the members of the TCR Holding Board to vote and otherwise take or cause to be taken all such other action as may be necessary to cause the removal of any member of the TransContinental Board so designated for removal. The TCW Funds shall be entitled to select which TransContinental Board member shall serve as Chairman of the TransContinental Board. Unless a Notes Trigger Event, a Preferred Stock Trigger Event or an Employment Trigger Event has occurred and is continuing, TARC shall be entitled to select which TransContinental Board member shall serve as the Vice Chairman of the TransContinental Board. The TCW Funds shall be entitled to designate one non-voting representative to attend meetings of the TransContinental Board and committees thereof.
