Common use of The Committee Clause in Contracts

The Committee. PATY shall use its best efforts to effectuate the purposes of Sections 1, 2 and 3, including the creation and maintenance of a Debt Elimination Committee (the “Committee”) of the Board of Directors, in accordance with Section 141 of the Delaware General Corporation Law and Section 2.13 of the Corporation’s By-laws. The Committee shall be comprised exclusively of the PATY Guarantors and Waxman and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations of the Loan. Unless otherwise provided herein, all decisions of the Committee shall require the consent of a majority of the Committees members. Once the obligations of the Loan have been satisfied, the Committee shall be expanded to include such other PATY board member designated by the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee relating to the sale of either (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholders. The Committee shall remain in effect until the later of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Sales.

The Committee. PATY 11.1 Subject to the provisions of this Agreement the management of the Windmill Premises and the Windmill and all matters relating thereto shall use its best efforts be vested in a committee referred to effectuate as the purposes of Sections 1, 2 and 3, including the creation and maintenance of a Debt Elimination Bursledon Windmill Committee (hereinafter called “the “Windmill Committee”) constituted under the provisions of Section 102 of the Board Local Government Xxx 0000. 11.2 The Windmill Committee shall comprise of Directorsa maximum of 2 representatives elected by HCC, in accordance with Section 141 a maximum of 2 representatives elected by EBC and a maximum of 2 representatives elected by BPC. 11.3 If at any time any representative member being an elected member of the Delaware General Corporation Law and Section 2.13 appointing Council shall cease to be a member of the Corporation’s By-laws. The Council by whom he was appointed to the Committee shall be comprised exclusively of the PATY Guarantors and Waxman and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations of the Loan. Unless otherwise provided herein, all decisions his membership of the Committee shall require the consent forthwith determine. 11.4 If by reason of a majority death resignation loss of qualification cesser of membership of the Committees members. Once appointing Council or in any other manner there shall be a vacancy in the obligations number of representatives hereto allowed under the terms of this Agreement for the time being the Council in whose representation the vacancy occurs shall forthwith appoint a representative to fill such vacancy and the person so appointed shall hold office as a member of the Loan Windmill Committee until such time as the person whose place he fills would normally have been satisfied, retired and he shall then retire. 11.5 The Chairman of the Windmill Committee shall be expanded appointed annually by the Windmill Committee at the meeting next after the expiration of one year from the last annual appointment. The Chairmanship shall alternate annually between the parties hereto. The Vice-Chairman shall also be elected annually at the same time as the Chairman and shall always be appointed from that Council which does not provide the Chairman. In the event of a casual vacancy in the Chairmanship or Vice-Chairmanship the Windmill Committee shall elect a Chairman or Vice-Chairman as the case may be from the Authority which provided the outgoing Chairman or Vice-Chairman as the case may be to include hold office until the time when the position would ordinarily become vacant. 11.6 The Windmill Committee shall hold two meetings at least in every year for the transaction of general business and may hold such other PATY board member designated by meetings at such intervals as they shall find necessary or convenient. The Windmill Committee may make standing orders regulating the holders procedure at their meetings and such standing orders if made may provide (inter alia) for the election of a majority Chairman and Vice-Chairman, for a method of PATY Common Stock held voting and as to the quorum and place of meeting. The Windmill Committee shall have power to appoint Sub-Committees from amongst its members for any purpose which in its opinion could better be managed or considered by means of a Sub-Committee and may make standing orders as to the CCS Guarantors membership quorum and place of meetings and generally as to the proceedings of any Sub-Committee. 11.7 The Director of Administration for the time being of BPC shall be the Secretary to the Windmill Committee and shall be delegated the exclusive authority to pursue equity financing opportunities responsible for the specific purposes preparation of raising funds to be used to pay all agenda and minutes. 11.8 The responsibility for the balance financial administration of the Sonenshine Partners Fee and to satisfy Windmill shall be discharged by the Dissenter Liability. Furthermore, County Treasurer in accordance with HCC’s Financial Regulations. 11.9 In accordance with the Committee shall have the exclusive authority to negotiate the terms and conditions provisions of such financings, consistent with its fiduciary duties, for PATY, subject clause 11.1 hereof all matters of policy relating to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors Windmill shall approve any financing transaction presented be determined by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price (including its collection exhibition and education policy). 11.10 Provided always and for the twenty trading days immediately preceding avoidance of doubt it is hereby declared that this clause is intended to provide for the date making and declaration of such sale. The PATY Board of Directors shall approve any financing transaction presented policy by the Windmill Committee relating to the sale of but that any such policies may only be put into effect insofar as they necessitate expenditure if such expenditure is either (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated provided for in the previous sentence, including revenue estimates approved by the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholdersparties hereto in accordance with Clause 11. The Committee shall remain in effect until the later of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Sales.11.11 11.13

The Committee. PATY a. The Committee shall use its best efforts to effectuate consist of: i. The Xxxxxxx and Vice-President, Academic, who shall act as the purposes of Sections 1, 2 and 3, including the creation and maintenance of a Debt Elimination Committee (the “Committee”) chair of the Board of DirectorsCommittee. The Xxxxxxx and Vice-President, in accordance with Section 141 Academic shall be a non-voting member of the Delaware General Corporation Law Committee. ii. Six (6) faculty members, one (1) from each Faculty. Each faculty member on the Committee must be tenured and Section 2.13 hold the rank of Professor or Associate Professor. These faculty members shall be represented by gender and selected jointly by the President of the Corporation’s By-lawsUniversity and the President of the Union for three (3) year overlapping terms. Faculty members who are expected to apply for promotion within three years of their appointment to the Committee may not serve on the Committee. iii. The Xxxx of each Faculty. When the Committee is reaching a decision on the recommendation of any candidate for promotion and/or tenure, the Xxxx of the candidate's Faculty shall participate in all discussions pertaining to any candidate from his/her Faculty and participate as a seventh (7th) voting member of the Committee. b. The Committee shall meet to set deadlines for submissions. The Committee shall be comprised exclusively advise the Deans of the PATY Guarantors and Waxman schedule for its work, and shall direct the Deans to convey this information to all members of faculty. c. All Committee deliberations shall be delegated in camera. When the exclusive authority Committee has discharged its duties, all minutes, letters of reference, reports of internal and external referees, and other pertinent records shall be kept secured by the Secretary to pursue equity financing opportunities the University. If an appeal or grievance is lodged within the time permitted, all the above materials shall be retained for possible use until the matter is settled. After settlement of all appeals and/or grievances, or when no such appeals or grievances are lodged, all confidential materials shall be destroyed. Records submitted by the candidate shall be returned to that person by the Xxxx. d. The Xxxxxxx and Vice-President, Academic shall provide the secretary for the specific purpose Committee. e. Prior to the consideration of raising funds to be used to satisfy the obligations of the Loan. Unless otherwise provided herein, all decisions of the Committee shall require the consent of a majority of the Committees members. Once the obligations of the Loan have been satisfieddossiers, the Committee shall be expanded meet to review the provisions of this Article. This review shall include such other PATY board member designated by the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance discussion of the Sonenshine Partners Fee criteria and to satisfy evidence upon which tenure and promotion decisions are made and the Dissenter Liability. Furthermore, diverse forms of scholarship that exist across the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee relating to the sale of either University (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholders. The Committee shall remain in effect until the later of see Article 21.11 (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished), (2) the balance of the Sonenshine Partners Fee has been paidb), and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Salesc)).

The Committee. PATY 3.1 Subject to the provisions of Part I of this Agreement the management of the Museum Premises and the Museum and all matters relating thereto shall use its best efforts be vested in a committee referred to effectuate as the purposes of Sections 1, 2 and 3, including the creation and maintenance of a Debt Elimination Eastleigh Museum Committee (hereinafter called “the “Museum Committee”) constituted under the provisions of Section 102 of the Board Local Government Xxx 0000. 3.2 The Museum Committee shall comprise of Directorsa maximum of 2 representatives elected by HCC and a maximum of 2 representatives elected by EBC. 3.3 If at any time any representative member being an elected member of the appointing Council shall cease to be a member of the Council by whom he was appointed to the Museum Committee his membership of the Museum Committee shall forthwith determine. 3.4 If by reason of death resignation loss of qualification cesser of membership of the appointing Council or in any other manner there shall be a vacancy in the number of representatives hereto allowed under the terms of Part I of this Agreement for the time being the Council in whose representation the vacancy occurs shall forthwith appoint a representative to fill such vacancy and the person so appointed shall hold office as a member of the Museum Committee until such time as the person whose place he fills would normally have retired and he shall then retire. 3.5 The Chairman of the Museum Committee shall be appointed annually by the Museum Committee at the meeting next convened after the expiration of one year from the last annual appointment. The Chairmanship shall alternate annually between the parties hereto. The Vice-Chairman shall also be elected annually at the same time as the Chairman and shall always be appointed from that Council which does not provide the Chairman. In the event of a casual vacancy in the Chairmanship or Vice-Chairmanship the Museum Committee shall elect a Chairman or Vice-Chairman as the case may be from the Authority which provided the outgoing Chairman or Vice-Chairman as the case may be to hold office until the time when the position would ordinarily become vacant. 3.6 The Museum Committee shall hold two meetings at least in every year for the transaction of general business and may hold such other meetings at such intervals as they shall find necessary or convenient. The Museum Committee may make standing orders regulating the procedure at their meetings and such standing orders if made may provide (inter alia) for the election of a Chairman and Vice-Chairman, for a method of voting and as to the quorum and place of meeting. The Museum Committee shall have power to appoint Sub-Committees from amongst its members for any purpose which in its opinion could better be managed or considered by means of a Sub-Committee and may make standing orders as to the membership quorum and place of meetings and generally as to the proceedings of any Sub-Committee. 3.7 The Director of Administration for the time being of EBC shall be the Secretary to the Museum Committee and shall be responsible for the preparation of all agenda and minutes. 3.8 The responsibility for the financial administration of the Museum shall be discharged by the County Treasurer in accordance with Section 141 HCC’s Financial Regulations. 3.9 In accordance with the provisions of the Delaware General Corporation Law and Section 2.13 clause 3.1 hereof all matters of the Corporation’s By-laws. The Committee shall be comprised exclusively of the PATY Guarantors and Waxman and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations of the Loan. Unless otherwise provided herein, all decisions of the Committee shall require the consent of a majority of the Committees members. Once the obligations of the Loan have been satisfied, the Committee shall be expanded to include such other PATY board member designated by the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee policy relating to the sale Museum shall be determined by the Museum Committee (including its collection exhibition and education policy). 3.10 Provided always and for the avoidance of doubt it is hereby declared that this clause is intended to provide for the making and declaration of policy by the Museum Committee but that any such policies may only be put into effect insofar as they necessitate expenditure if such expenditure is either (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated provided for in the previous sentence, including revenue estimates approved by the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholders. The Committee shall remain parties hereto in effect until the later of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Salesaccordance with Clause 4.

The Committee. PATY The Agency Self-Reporting Committee members shall use its best efforts include two Department officials who will be specifically trained in these matters. The third official shall be designated from the affected operational unit. The Committee’s responsibilities will be to effectuate ensure confidentiality, even-handedness and consistency in handling self-reporting matters in order to ensure the purposes of Sections 1situations are treated similarly. The Committee will be empowered to make timely recommendations regarding the employee’s status. If, 2 and 3at any point, including the creation and maintenance of a Debt Elimination Committee (concludes that the “Committee”) nature of the Board of Directorsemployee’s offense does not create an unacceptable risk to clients and/or co-workers, in accordance with Section 141 or the public trust, then the Committee shall recommend to the Appointing Authority that no further action be taken. Where the Committee determines the nature of the Delaware General Corporation Law and Section 2.13 conviction or plea of guilt pres- ents the possibility of an unacceptable risk to clients and/or co-workers, or the public trust, it may recommend one or more of the Corporationfollowing actions: • Reassignment of the employee within the Appointing Authority’s By-lawsjurisdiction; • Suspension without pay; • Termination. The Committee shall be comprised exclusively have the authority to recommend immediate disciplinary action where the employee fails to comply with the notice requirements set forth above, or where he/she willfully provides information that is inaccurate or misleading. If the Committee determines the reported event necessitates any of the PATY Guarantors and Waxman and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations of the Loan. Unless otherwise provided hereinactions enumerated above, all decisions of the Committee shall require the consent of a majority of the Committees members. Once the obligations of the Loan have been satisfied, the Committee shall be expanded to include such other PATY board member designated by the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee relating to the sale of either (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval wouldit shall, upon the advice request of counselthe employee, reasonably inform an appropriate union representative of the Appointing Authority’s decision and the manner in which the decision shall be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholderseffected. The Committee shall will consider: • Whether the employee’s actions resulting in the conviction or plea of guilt is relevant to his or her employment; • Whether the employee has demonstrated any other behavioral concerns; or • Whether allowing the employee to remain performing his/her specific job duties could give rise to legitimate concern for the safety of other employees, and/or the individuals the agency serves, or could jeopardize the public’s trust in effect until the later Department/Agency. The Committee will have access to the employee’s XXXX report after the convic- tion or plea of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee guilt has been paid, and (3) reported. The Committee will have authority to amend any recommendations with regard to the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability employee should new developments occur or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Salesif additional information is received.

The Committee. PATY 8.01 The Company shall use appoint a Committee to administer the Plan consisting of three or more persons who shall serve without compensation at the Company's pleasure. Vacancies shall be filled by the Company. 8.02 The Committee shall adopt such rules for the conduct of its best efforts business and administration of the Plan as it considers desirable, provided they do not conflict with the Plan. 8.03 The Committee may authorize one or more of its members or any agent to act on its behalf and may contract for legal, medical, accounting, clerical and other services to carry out the purposes of the Plan. The cost of such services and expenses of the Committee may be paid from the Fund or by the Employer, and the Employer may reimburse the Fund for any such payment from the Fund. 8.04 The Committee may construe the Plan, determine the percentage of vesting for each Member, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the purposes Plan and, subject to Section 8.07, such action shall be conclusive. 8.05 The Committee shall keep records reflecting its administration of Sections 1the Plan which shall be subject to audit by the Employer. Employees may examine records pertaining directly to them. 8.06 No member of the Committee shall participate in any decision of the Committee which involves the payment of benefits to him or in which he has a financial interest other than as a Member of the Plan. If the entire Committee is disqualified to act by reason of this Section 8.06 the Company's Board of Directors shall perform as the Committee for such purpose. 8.07 A Member or other person entitled to benefits under the Plan may make a claim for benefits by filing a written request with his Employer. If a claim is wholly or partially denied, 2 the Employer shall furnish the claimant with written notice setting forth in a manner calculated to be understood by the claimant: (a) the specific reason or reasons for the denial; (b) specific reference to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect his claim and 3an explanation why such material or information is necessary; and (d) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after receipt of his claim, including unless special circumstances require an extension of time for processing his claim. If an extension of time for processing is required, the creation Employer shall, prior to the termination of the initial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and maintenance the date by which the Employer expects to render its decision. In no event shall an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. A claimant may request a review of a Debt Elimination denied claim. Such review shall be made by the Committee. Such request shall be in writing and must be delivered to the Committee within sixty (60) days after receipt by the “Committee”claimant of written notification of denial of claim. A claimant or his duly authorized representative may: (a) of the Board of Directorsreview pertinent documents, and (b) submit issues and comments in accordance with Section 141 of the Delaware General Corporation Law and Section 2.13 of the Corporation’s By-lawswriting. The Committee shall notify the claimant of its decision on review not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be comprised exclusively rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the PATY Guarantors and Waxman extension must be furnished to the claimant prior to the commencement of the extension. The Committee's decision on review shall be in writing and shall be delegated the exclusive authority to pursue equity financing opportunities include specific reasons for the decision, as well as specific purpose references to the pertinent Plan provisions on which the decision is based. 8.08 The Committee and its assistants and representatives shall not be liable for any loss to the Fund or any act done or omitted by it, unless due to its own gross negligence, willful misconduct, lack of raising funds good faith or violation of Part 4 of Title I of ERISA. 8.09 In the event and to be used the extent not insured against by any insurance company pursuant to satisfy the obligations provisions of any applicable insurance policy, the Loan. Unless otherwise provided herein, all decisions Company shall indemnify and hold harmless the members of the Committee shall require and their assistants and representatives from any and all claims, demands, suits or proceedings in connection with the consent of a majority of the Committees members. Once the obligations of the Loan have been satisfied, the Committee shall Plan or Trust that may be expanded to include such other PATY board member designated brought by the holders of a majority of PATY Common Stock held Employees, Members or beneficiaries or legal representatives, or by the CCS Guarantors and any other person, corporation, entity, government or agency thereof; provided, however, that such indemnification shall be delegated the exclusive authority not apply to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price person for such warrants must be person's acts of gross negligence or willful misconduct in any event greater than connection with the Plan or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee relating to the sale of either (i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholders. The Committee shall remain in effect until the later of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment SalesTrust.

The Committee. PATY 8.01 The administration of the Plan and the responsibility for carrying out the provisions thereof shall use be placed in the Committee. The members of the Committee shall be appointed by the Board and shall serve at the pleasure of the Board. The Committee shall have all powers necessary or proper for the purpose of administering the Plan and for the performance of its best efforts duties, including (but not by way of limitation) the discretionary authority to effectuate interpret the Plan and to determine eligibility to participate and receive benefits under the Plan, and such other powers hereinafter set forth or granted to the Committee from time to time by the Board. For purposes of Sections 1ERISA, 2 the Committee shall be the Plan "administrator" and 3, including shall be the creation and maintenance of a Debt Elimination Committee ("named fiduciary" with respect to the “Committee”) general administration of the Board Plan. The Committee shall also be the "named fiduciary" with respect to investment of Directorsthe assets of the Trust. 8.02 Subject to the provisions of the Plan, the Committee shall from time to time establish rules for the administration of the Plan and the transaction of its business. The determination or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation or application of the Plan and the rules for the administration of the Plan or the transaction of the Committee's business shall be final, conclusive and binding on all persons having an interest in the Plan. Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with Section 141 the written Plan claims procedures established by the Committee, which procedures are hereby incorporated by reference as a part of the Delaware General Corporation Law and Section 2.13 Plan. 8.03 Each member of the Corporation’s By-lawsCommittee shall serve as a trustee of the Trust established under this Trust Agreement during the period of his or her membership on the Committee. The Committee members, in their capacity as trustees, shall hold all property received by them hereunder subject to the terms of this Trust Agreement and upon the uses and trusts and for the purposes herein set forth. The Committee shall be comprised exclusively responsible only for such property as shall actually be received by them as trustees hereunder. Notwithstanding the foregoing, or any other provision of this agreement, the Committee may appoint a bank (as defined in the Investment Advisers Act of 1940) to act as investment manager of such portion of the PATY Guarantors assets held under this Trust as the Committee may determine from time to time, and Waxman may grant to such bank full discretionary authority to invest and reinvest and to manage, acquire and dispose of the assets subject to its management. Any such appointment of a bank as investment manager may be made pursuant to a trust agreement between the Committee and such bank, whereby the bank is appointed as trustee of an investment trust separate from the Trust hereunder, or may be made pursuant to an investment management and custodial agreement, whereby the bank is appointed as investment manager and custodian of Trust assets, but with title to the assets remaining in the Committee. In either case, the terms of any such appointment shall be such that the bank's authority or responsibility shall be limited to managing, investing and reinvesting the assets of the Trust transferred to it by the Committee, and shall provide for the return to the Committee of any part or all of the assets held by the bank upon request of the Committee, provided that the bank may be authorized to hold a reasonable reserve pending the settlement of its accounts. The relationship of the Committee to any such bank shall be that of named fiduciaries with authority to appoint a bank as investment manager, as trustee or otherwise, for the management of such of the assets held under this Trust as the Committee may make subject to its management. If such appointment is made pursuant to a trust agreement between the Committee and the bank, the bank shall be sole trustee of such trust; the Committee shall not be deemed to be co-trustees with the bank with respect to assets transferred to the bank for its management, nor shall the bank be deemed a co-trustee of the Committee, nor have any authority or responsibility with respect to any portion of the assets of this Trust not delivered to it for management. The Committee shall also have the authority to appoint an investment manager with the power to manage, acquire or dispose of any assets of the Trust (1) any person, firm or corporation registered as an investment adviser under the Investment Advisers Act of 1940, (2) any person, firm or corporation who is not registered as an investment adviser under such act by reason of paragraph (1) of Section 203A of such act, but who is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business, and, at the time it last filed the registration form most recently filed by it with such state in order to maintain its registration under the laws of such state, also filed a copy of such form with the Secretary of Labor, or (3) an insurance company qualified to do business under the laws of more than one state. The Committee may enter into appropriate agreements pertaining to any such appointment, including the authority to appoint a bank to act as custodian of the assets subject to the direction of an investment adviser. 8.04 The Committee shall maintain accounts showing the fiscal transactions of the Plan, and shall keep in convenient form such data as may be deemed necessary for the administration of the Plan. The Committee shall prepare annually and present to the Board (or a committee of the Board designated by the Board) a report showing in reasonable summary the financial condition of the Trust and giving a brief account of the operations of the Plan for the year, and any further information which the Board (or such committee) may require. Such report shall be submitted to the Board (or the committee designated by the Board) and shall be delegated filed in the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations records of the Loan. Unless otherwise provided hereinCommittee. 8.05 Whenever in the administration of the Plan any action by the Committee is required with respect to eligibility or classification of Employees or contributions or benefits, such action shall be uniform in nature as applied to all decisions persons similarly situated, and no such action shall have the effect of discriminating in favor of officers, shareholders or highly compensated employees. 8.06 No member of the Committee shall require have any right to vote or decide upon any matter relating solely to himself under the consent of Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a majority Committee member is so disqualified to act, and the remaining members cannot agree, the Board shall appoint a temporary substitute member to exercise all the powers of the Committees membersdisqualified member concerning the matter in which he is disqualified. Once the obligations The members of the Loan have been satisfiedCommittee shall not receive compensation with respect to their services for the Committee. To the extent required by ERISA or other applicable law, or required by the Employer, members of the Committee shall furnish bond or security for the performance of their duties hereunder. 8.07 The Committee may invest any of the funds or property of this Trust in any type of property, either real or personal, including but not limited to life insurance or annuity contracts, either group or individual, in such form as the Committee may determine and in so doing shall not be limited to the classes of property authorized by the Probate, Estates and Fiduciaries Code of the Commonwealth of Pennsylvania, as amended, nor any other statute, rules or regulations of the Commonwealth of Pennsylvania or any other jurisdiction limiting the investments for the Committee or fiduciaries, but shall be subject to the applicable requirements of ERISA. Any of the statutes, rules or regulations of the Commonwealth of Pennsylvania or any other jurisdiction to the contrary notwithstanding, the Committee may lease or sublease real or personal property or assign a lease or sublease thereof or may take a lease, sublease or an assignment of a lease or sublease of such property for such period of time as the Committee shall deem necessary, convenient or desirable even though such period shall be expanded in excess of any time limitation now or which may hereafter be provided for by law subject to include such other PATY board member designated by the holders any applicable requirements of a majority of PATY Common Stock held by the CCS Guarantors ERISA. The Committee shall have full power and shall be delegated the exclusive authority to pursue equity financing opportunities for purchase and/or to grant, bargain, sell, assign, transfer, convey, exchange or otherwise deal in or dispose of all types of property, whether real, personal or mixed, at such price or prices, upon such terms and with such reservations, restrictions, covenants and conditions (including the specific purposes right to convey real property by a deed containing a covenant of raising funds special or general warranty) as the Committee in their absolute discretion shall deem desirable or advantageous to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter LiabilityTrust. Furthermore, the The Committee shall have the exclusive authority and right to negotiate make commingled, collective or common investments; and to invest and reinvest all or any portion of the terms assets held under this Trust collectively with funds of other pension and conditions profit sharing trusts exempt from tax under Section 501(a) of the Code by reason of qualifying under Section 401(a) of said Code, including, without limitation, power to invest collectively with such financingsother funds through the medium of one or more of the common, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented collective or commingled trust funds which has been or may hereafter be established and maintained by the Committee involving or their affiliates. To the sale extent of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price interest of such common stock and/or the exercise price for such warrants must be this Trust in any event greater than such collective trust, the agreement or equal declaration of trust establishing such collective trust shall be deemed to 90 percent be adopted and made a part of the average closing price for Plan and Trust as if set forth in full herein. Specifically, the twenty trading days immediately preceding Committee may cause assets held under this Trust to be invested as a part of the date of such sale. The PATY Board of Directors shall approve any financing transaction presented funds created by the Master Trust Agreement dated June 1, 1990 between Forest Oil Corporation and State Street Bank and Trust Company (the "Master Trust Agreement"), and any such assets added to such funds at any time shall be subject to all of the provisions of the Master Trust Agreement as the same may be amended from time to time. Further, the Committee relating may cause assets held under this Trust to be invested as a part of the funds created by the Xxxx Xxxxxx Group Trust Agreement, and any such assets added to such funds at any time shall be subject to all of the provisions of the Xxxx Xxxxxx Group Trust Agreement as the same may be amended from time to time. For the purposes herein, the Master Trust Agreement and the Xxxx Xxxxxx Group Trust Agreement, as amended from time to time, are adopted as and made a part of the Plan and Trust. 8.08 The Committee may consult with legal counsel, who may be counsel for an Employer or its own corporate counsel, with respect to the sale meaning or construction of either (i) securities other than PATY Common Stock this Trust Agreement or warrants obligations or duties hereunder, or with respect to purchase PATY Common Stock (as contemplated any action or proceeding or any question of law, and shall be fully protected with respect to any action taken or omitted by them in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon good faith pursuant to the advice of such counsel. 8.09 Except for willful misconduct or willful breach of this Trust, reasonably be expected no member of the Committee shall incur any liability for any act or any failure to cause act pursuant to this Trust except as ERISA may otherwise require. To the Board maximum extent permitted by law, Forest shall indemnify and hold harmless each member of Directors the Committee against any loss or damage which any member of the Committee may sustain or incur as such member of the Committee with respect to breach its fiduciary duties to PATY’s stockholders. the Plan and this Trust. 8.10 The Committee shall remain deduct from and charge against the Trust assets any taxes paid by them, which may be imposed upon the Trust assets or the income thereof, or which the Committee is required to pay upon or with respect to the interest of any person therein. 8.11 All expenses incurred in effect until connection with the later administration of (a) such time that (1) this Trust, including but not limited to the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance compensation of the Sonenshine Partners Fee has been paidmembers of the Committee, administrative expenses and proper charges and disbursements of the Committee, and (3) compensation and other expenses and charges of any actuary, legal counsel, accountant, specialist or other person employed by the Dissenter Reserve Account plus all Dissenter Payments made exceeds Committee, shall be paid from the value Trust unless paid by the Employers; provided, however, that the members of the Net Dissenter Liability or (b) Committee shall receive no compensation except as ERISA may permit. 8.12 The Committee shall keep full accounts of all of their receipts and disbursements. The Committee's books and records with respect to the consummation Trust assets shall be open to inspection by the Employers. Any Participant may demand a record of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment SalesCommittee's accounts with respect to his participation but shall have no right to inquire as to accounts with respect to other persons.

The Committee. PATY 1. The Company shall use its best efforts appoint a Committee to effectuate administer the purposes Plan consisting of Sections 1, 2 and 3, including three or more persons who shall serve without compensation at the creation and maintenance of a Debt Elimination Committee (Company's pleasure. Vacancies shall be filled by the “Committee”) of the Board of Directors, in accordance with Section 141 of the Delaware General Corporation Law and Section 2.13 of the Corporation’s By-lawsCompany. 2. The Committee shall be comprised exclusively adopt such rules for the conduct of its business and administration of the PATY Guarantors Plan as it considers desirable, provided they do not conflict with the Plan. 3. The Committee may authorize one or more of its members or any agent to act on its behalf and Waxman may contract for legal, medical, accounting, clerical and other services to carry out the purposes of the Plan. The cost of such services and expenses of the Committee may be paid from the Fund or by the Employer, and the Employer may reimburse the Fund for any such payment from the Fund. 4. The Committee may construe the Plan, determine the percentage of vesting for each Member, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan and, subject to Section 8.07, such action shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purpose of raising funds to be used to satisfy the obligations conclusive. 5. The Committee shall keep records reflecting its administration of the LoanPlan which shall be subject to audit by the Employer. Unless otherwise provided herein, all decisions Employees may examine records pertaining directly to them. 6. No member of the Committee shall require the consent of a majority participate in any decision of the Committees members. Once Committee which involves the obligations payment of benefits to him or in which he has a financial interest other than as a Member of the Loan have been satisfied, Plan. If the entire Committee shall be expanded is disqualified to include such other PATY board member designated act by reason of this Section 8.06 the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject to the final approval by the PATY Board of Directors of any such transaction. The PATY Company's Board of Directors shall approve any financing transaction presented perform as the Committee for such purpose. 7. A Member or other person entitled to benefits under the Plan may make a claim for benefits by filing a written request with his Employer. If a claim is wholly or partially denied, the Employer shall furnish the claimant with written notice setting forth in a manner calculated to be understood by the Committee involving claimant: a. the sale specific reason or reasons for the denial; b. specific reference to pertinent Plan provisions on which the denial is based; c. a description of any additional material or information necessary for the claimant to perfect his claim and an explanation why such material or information is necessary; and d. appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be furnished to the claimant within ninety (90) days after receipt of his claim, unless special circumstances require an extension of time for processing his claim. If an extension of time for processing is required, the Employer shall, prior to the termination of the PATY Common Stock and/or warrants initial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Employer expects to purchase PATY Common Stock, provided that render its decision. In no event shall an extension exceed a period of ninety (90) days from the sale price end of such common stock and/or the exercise price for such warrants initial ninety (90) day period. A claimant may request a review of a denied claim. Such review shall be made by the Committee. Such request shall be in writing and must be in any event greater than or equal delivered to 90 percent of the average closing price for the twenty trading Committee within sixty (60) days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented after receipt by the Committee relating to the sale claimant of either written notification of denial of claim. A claimant or his duly authorized representative may: (ia) securities other than PATY Common Stock or warrants to purchase PATY Common Stock review pertinent documents, and (as contemplated b) submit issues and comments in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholderswriting. The Committee shall remain notify the claimant of its decision on review not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in effect until which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the later extension must be furnished to the claimant prior to the commencement of (a) such time that (1) the Loan extension. The Committee's decision on review shall be in writing and shall include specific reasons for the decision, as well as specific references to the pertinent Plan provisions on which the decision is repaid based. 8. The Committee and its assistants and representatives shall not be liable for any loss to the Fund or any act done or omitted by it, unless due to its own gross negligence, willful misconduct, lack of good faith or violation of Part 4 of Title I of ERISA. 9. In the event and to the extent not insured against by any insurance company pursuant to the provisions of any applicable insurance policy, the Company shall indemnify and hold harmless the members of the Committee and their assistants and representatives from any and all obligations under claims, demands, suits or proceedings in connection with the Loan and Plan or Trust that may be brought by the Guarantee have been satisfied and extinguishedEmployees, (2) Members or beneficiaries or legal representatives, or by any other person, corporation, entity, government or agency thereof; provided, however, that such indemnification shall not apply to any such person for such person's acts of gross negligence or willful misconduct in connection with the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability Plan or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment SalesTrust.

The Committee. PATY a) The Committee shall use its best efforts consist of persons having a degree of responsibility to effectuate the purposes of Sections 1, 2 and 3, including the creation and maintenance of a Debt Elimination Committee (the “Committee”general community b) of the Board of Directors, in accordance with Section 141 of the Delaware General Corporation Law and Section 2.13 of the Corporation’s By-laws. The Committee shall be comprised exclusively appointed annually by the National Council of the PATY Guarantors and Waxman and Mission on the nomination of the National Director of the Mission who shall be delegated sole arbiter of whether the exclusive authority to pursue equity financing opportunities nominee for the specific purpose Committee satisfies sub-clause (a) of raising funds to be used to satisfy the obligations of the Loanthis Clause 3. Unless otherwise provided herein, all decisions The members of the Committee shall require the consent of a majority may be any or all of the Committees members. Once the obligations said National Council of the Loan have Mission. c) The members of the Committee from the date hereof until the next annual appointment of members of the Committee as provided herein shall be those persons specified in Schedule Three hereof. d) The Committee shall administer and manage the SIMAID Fund in accordance with the Fund Rules and subject to the provisions hereof. e) The Committee may appoint a sub-committee to administer and manage the SIMAID Fund in its stead and delegate all or any of their powers hereunder to such sub-committee consisting of not less than three (3) of the members of the Committee, of which at least one (1) shall be the Chairman of the Committee and all acts, matters and things done or performed by such sub-committee shall be of full force and effect as if they had been satisfieddone or performed by the Committee. f) The Custodian Trustee shall receive, hold, disburse and deal with monies held by it as custodian trustee of the SIMAID Fund as directed by the Committee (or the Sub-Committee appointed in its stead as provided herein). g) The Chairman of the Committee or any sub-committee appointed as provided herein shall be the National Director of the Mission or in his absence the Deputy Chairman of the Committee who shall be a member of the Committee appointed by the National Director of the Mission for that purpose. h) In this Deed including but not limited to the Fund Rules a reference to the Committee shall be expanded to include such other PATY board member designated by the holders of a majority of PATY Common Stock held by the CCS Guarantors and shall be delegated the exclusive authority to pursue equity financing opportunities for the specific purposes of raising funds to be used to pay the balance of the Sonenshine Partners Fee and to satisfy the Dissenter Liability. Furthermore, the Committee shall have the exclusive authority to negotiate the terms and conditions of such financings, consistent with its fiduciary duties, for PATY, subject reference to the final approval by the PATY Board sub-committee appointed pursuant to sub-clause (e) of Directors of any such transaction. The PATY Board of Directors shall approve any financing transaction presented by the Committee involving the sale of the PATY Common Stock and/or warrants to purchase PATY Common Stock, provided that the sale price of such common stock and/or the exercise price for such warrants must be in any event greater than or equal to 90 percent of the average closing price for the twenty trading days immediately preceding the date of such sale. The PATY Board of Directors shall approve any financing transaction presented by the Committee relating to the sale of either (this Clause 3. i) securities other than PATY Common Stock or warrants to purchase PATY Common Stock (as contemplated in the previous sentence, including the proviso) provided the Committee unanimously recommends such sale or (ii) ACS common stock unless such approval would, upon the advice of counsel, reasonably be expected to cause the Board of Directors to breach its fiduciary duties to PATY’s stockholders. The Committee shall remain in effect ensure that all monies received for the SIMAID Fund are paid or transferred to the Custodian Trustee as provided herein until the later of (a) such time that (1) the Loan is repaid and all obligations under the Loan and the Guarantee have been satisfied and extinguished, (2) the balance of the Sonenshine Partners Fee has been paid, and (3) the Dissenter Reserve Account plus all Dissenter Payments made exceeds the value of the Net Dissenter Liability or (b) the consummation of (1) the PATY Standby Sales, (2) the CCS Sonenshine Partners Fee Standby Sales, and (3) the CCS Dissenter Standby Commitment Salesdisbursed.