Common use of Board Nominees Clause in Contracts

Board Nominees. (1) From and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 33.3% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee and (b) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 10%, but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% of the entire Board of Directors immediately after such election, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. (2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent (in accordance with Article 14) of a Majority in Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To the extent required by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director to qualify as an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listing.

Board Nominees. (1) From During the Term of this Agreement and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold Investor Group holds a Beneficial Ownership Minimum Interest, the Investor Group may recommend to the Company's nominating committee and the Company's nominating committee shall recommend to the Company's Board of Common Interest that is equal to at least 50%Directors, a the number of Carlyle Nominees that, if elected, would comprise one director less than Investor Group Designees determined in the lowest whole number that would exceed 33.3% manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the entire Board to the stockholders for election as directors at each annual meeting of Directors immediately after stockholders for which an election is held for such election, but in no event less than one such Carlyle Nominee and class of directors. (bi) For so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to Investor Group owns at least 10eighty percent (80%) of the Maximum Interest, the Investor Group may recommend three (3) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, at any time during the Term of this Agreement, the Investor Group shall hold at least sixty-six percent (66%) but is less than 50eighty percent (80%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% ) of the entire Board of Directors Maximum Interest, immediately after upon such election, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use occurrence the Investor Group shall cause all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. (2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or Investor Group Designees serving on the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature excess of the action number of Investor Group Designees described in Section 3.2(b)(ii) to be taken by the General Partner or resign from the Board of Directors, and effective as of the anticipated date thereof. Upon receipt of such noticeoccurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the next most recently elected or appointed Investor Group Designee; (in accordance with Article 14ii) For so long as the Investor Group owns at least sixty-six percent (66%) but less than eighty percent (80%) of a Majority in Interest the Maximum Interest, the Investor Group may name two (2) Investor Group Designees, each to be recommended and nominated upon the expiration of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided6 58 term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, however, that if at any time during the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely mannerTerm of this Agreement, the Carlyle Nominating Limited Partners Investor Group shall be deemed to have designated any incumbent Carlyle Nominees in hold at least a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. Minimum Interest but less than sixty-six percent (366%) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To Maximum Interest, immediately upon such occurrence the extent required by law or Investor Group shall cause all the rules of the principal securities exchange Investor Group Designees serving on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members in excess of the General Partner’s senior management shall at all times satisfy number of Investor Group Designees described in Section 3.2(b)(iii) to resign from the standard Board of independence necessary for a director to qualify Directors, effective as an “Independent Director” as such term (or any replacement term) is used under of the rules and listing standards date of such principal securities exchangeoccurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, as such rules the order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and listing standards proceeding to the next most recently elected or appointed Investor Group Designee; (iii) If the Investor Group owns less than sixty-six percent (66%) of the Maximum Interest, the Investor Group may be amended from time to time name one (the “Independence Standard”1) in order to maintain such listingInvestor Group Designee.

Board Nominees. (1) From and Notwithstanding anything to the contrary in this Agreement, after the closing Initial Public Offering the number of Holdings Nominees that may be designated by Holdings or any Person designated by Holdings pursuant to Section 3.01(a)(i) shall be reduced and the number of other directors shall be increased, based on the percentage of the initial public offering of REIT Shares, at each stockholders’ meeting total Shares of the General Partner at which Company then beneficially owned by the MacAndrews Stockholders so that the Holdings Nominees constitute: (i) a majority of the directors will be elected, on the General Partner will cause to be included in each slate Board (and if the number of directors proposedon the Board is even, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less more than the lowest whole number that would exceed 33.350% of the entire Board number of Directors immediately after such election, but in no event directors on the Board) if the MacAndrews Stockholders beneficially own greater than 50% of the outstanding Shares of the Company; (ii) one less than one such Carlyle Nominee a majority of the directors on the Board (and (bif the number of directors on the Board is even, 50% of the number of directors on the Board) so long as if the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 10%, MacAndrews Stockholders beneficially own greater than 25% but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% of the entire outstanding Shares of the Company; (iii) one-third of the directors on the Board of Directors immediately after such election, (rounded down to the nearest whole number) if the MacAndrews Stockholders beneficially own greater than 10% but in no event less than one such Carlyle Nominee25% of the outstanding Shares of the Company; and (iv) no directors if the MacAndrews Stockholders beneficially own less than 10% of the outstanding Shares of the Company. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to Holdings shall cause the election appropriate number of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees Holdings Nominees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. (2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, resign as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent (in accordance with Article 14) of a Majority in Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order required to comply with applicable disclosure rules including without limitation any information required this Section 3.02 upon the earlier to occur of a proposed nominee under (i) the Bylaws date on which the current term of the General Partner. resigning Holdings Nominee ends, and (4ii) 12 months from the occurrence of such event. To the extent required deemed reasonably necessary by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board to comply with Applicable Governance Rules (including with respect to composition of committees), Holdings shall designate Independent Directors as Holdings Nominees; provided that directors who are affiliated with a MacAndrews Party shall not Carlyle Nominees or members of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director be automatically deemed not to qualify as an “be Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listingDirectors.

Board Nominees. (1) From During the Term of this Agreement and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold Investor Group holds a Beneficial Ownership of Common Interest that is equal Minimum Interest, the Investor Group may recommend to at least 50%the Company's nominating committee and the Company's nominating committee shall recommend to the Board, a the number of Carlyle Nominees that, if elected, would comprise one director less than Investor Group Designees determined in the lowest whole number that would exceed 33.3% manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the entire Board to the stockholders for election as directors at each annual meeting of Directors immediately after stockholders for which an election is held for such election, but in no event less than one such Carlyle Nominee and class of directors. (bi) For so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to Investor Group owns at least 10eighty percent (80%) of the Initial Equity Stake, the Investor Group may recommend three (3) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this (ii) For so long as the Investor Group owns at least sixty-six percent (66%) but is less than 50eighty percent (80%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% ) of the entire Board of Directors immediately after such electionInitial Equity Stake, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. Investor Group may name two (2) To facilitate Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination rights set forth aboveunder this Section 3.2(b). If, at any time during the Term of this Agreement, the General Partner will notify Investor Group shall hold at least a Minimum Interest but less than sixty-six percent (66%) of the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by Initial Equity Stake, immediately upon such occurrence the General Partner or Investor Group shall cause all the Investor Group Designees serving on the Board in excess of Directors for the purpose number of nominatingInvestor Group Designees described in Section 3.2(b)(iii) to resign from the Board, electing or designating directors, which, in effective as of the case date of a proxy statement, information statement or registration statement in which nominees for director would be named, such occurrence. In the event that more than one Investor Group Designee shall be delivered by required to resign pursuant to this Section, the General Partner order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the Carlyle Nominating Limited Partners no later next most recently elected or appointed Investor Group Designee; (iii) If the Investor Group owns less than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature sixty-six percent (66%) of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such noticeInitial Equity Stake, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent Investor Group may name one (in accordance with Article 141) of a Majority in Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another PersonInvestor Group Designee. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To the extent required by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director to qualify as an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listing.

Board Nominees. (1) From and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be electedelected (other than in connection with a Preferred Share Director Election Right), the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 33.3% of the entire Board of Directors immediately after such electionelection (excluding any Director elected pursuant to a Preferred Share Director Election Right), but in no event less than one such Carlyle Nominee and (b) so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to at least 10%, but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% of the entire Board of Directors immediately after such electionelection (excluding any Director elected pursuant to a Preferred Share Director Election Right), but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. (2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent (in accordance with Article 14) of a Majority in Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To the extent required by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director to qualify as an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listing.

Board Nominees. (1) From During the Term of this Agreement and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold Investor Group holds a Beneficial Ownership of Common Interest that is equal Minimum Interest, the Investor Group may recommend to at least 50%the Company's nominating committee and the Company's nominating committee shall recommend to the Board, a the number of Carlyle Nominees that, if elected, would comprise one director less than Investor Group Designees determined in the lowest whole number that would exceed 33.3% manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the entire Board to the stockholders for election as directors at each annual meeting of Directors immediately after stockholders for which an election is held for such election, but in no event less than one such Carlyle Nominee and class of directors. (bi) For so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to Investor Group owns at least 10eighty percent (80%) of the Initial Equity Stake, the Investor Group may recommend three (3) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, at any time during the Term of this Agreement, the Investor Group shall hold at least sixty-six percent (66%) but is less than 50eighty percent (80%) of the Initial Equity Stake, a immediately upon such occurrence the Investor Group shall cause all the Investor Group Designees serving on the Board in excess of the number of Carlyle Nominees thatInvestor Group Designees described in Section 3.2(b)(ii) to resign from the Board, if electedeffective as of the date of such occurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, would comprise one director the order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the next most recently elected or appointed Investor Group Designee; (ii) For so long as the Investor Group owns at least sixty-six percent (66%) but less than the lowest whole number that would exceed 20% eighty percent (80%) of the entire Board of Directors immediately after such electionInitial Equity Stake, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. Investor Group may name two (2) To facilitate Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination rights set forth aboveunder this Section 3.2(b). If, at any time during the Term of this Agreement, the General Partner will notify Investor Group shall hold at least a Minimum Interest but less than sixty-six percent (66%) of the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by Initial Equity Stake, immediately upon such occurrence the General Partner or Investor Group shall cause all the Investor Group Designees serving on the Board in excess of Directors for the purpose number of nominatingInvestor Group Designees described in Section 3.2(b)(iii) to resign from the Board, electing or designating directors, which, in effective as of the case date of a proxy statement, information statement or registration statement in which nominees for director would be named, such occurrence. In the event that more than one Investor Group Designee shall be delivered by required to resign pursuant to this Section, the General Partner order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the Carlyle Nominating Limited Partners no later next most recently elected or appointed Investor Group Designee; (iii) If the Investor Group owns less than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature sixty-six percent (66%) of the action to be taken by the General Partner or the Board of Directors, and the anticipated date thereof. Upon receipt of such noticeInitial Equity Stake, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent Investor Group may name one (in accordance with Article 141) of a Majority in Interest of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another PersonInvestor Group Designee. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To the extent required by law or the rules of the principal securities exchange on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director to qualify as an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listing.

Board Nominees. (1a) From The Company will use its best efforts to cause the Board of Directors to nominate and after recommend the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or Company's stockholders and use its Board best efforts to effect the election as directors of Directors (a) two (2) individuals designated by Warburg, for so long as Warburg owns beneficially (within the Carlyle Limited Partners hold a Beneficial Ownership meaning of Common Interest that is equal to Rule 13d-3 under the Exchange Act) at least 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 33.375% of the entire Board shares of Directors immediately after such election, but in no event less than one such Carlyle Nominee Common Stock issued to Warburg pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Shares) and (b) one (1) individual designated by Warburg, for so long as Warburg owns beneficially (within the Carlyle Limited Partners hold a Beneficial Ownership meaning of Common Interest that is equal to such Rule 13d-3) at least 10%, but is less than 50%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 2025% of the entire shares of Common Stock issued to Warburg pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Shares). Any director elected by the holders of the Series B Preferred Stock shall be deemed to be a director satisfying the requirements of this Section 5 .1. Any vacancy created by the death, disability, retirement or removal of such individual shall be filled by an individual similarly designated by Warburg and acceptable to the Company's Board of Directors immediately after such election, but acting in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereongood faith. (2b) To facilitate Warburg hereby designates Messrs. Jonathan Leff and Stewart Hen as the nomination rights set forth aboveinitial directors to be elxxxxx xx xxx holdexx xx xhe Series B Preferred Stock to commence their term immediately upon the Initial Closing. (c) Prior to the Initial Closing, the General Partner will notify Bylaws of the Carlyle Nominating Limited Partners in writing Company shall have been amended to provide for a reasonable period of time in advance of any action to be taken by the General Partner or the Board of Directors consisting of nine members. Promptly following the Initial Closing, Warburg and the Company shall agree upon and designate a mutually acceptable candidate for the purpose election as such additional member of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the General Partner or the Board of Directors, whereupon the Company shall use its best efforts to cause its Board of Directors to fill the vacancy on the Board created by its expansion to nine members with the individual so designated, and thereafter to use its best efforts to cause its Board of Directors to nominate and recommend to the anticipated date thereof. Upon receipt stockholders of the Company the election of such notice, individual (or such other individual as the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent (in accordance with Article 14Company and Warburg shall thereafter agree from time to time) of a Majority in Interest of the Carlyle Nominating Limited Partners for so long as soon as reasonably practicable thereafter; provided, however, that if the Carlyle Nominating Limited Partners Warburg shall have failed continue to designate Carlyle Nominees in a timely manner, the Carlyle Nominating Limited Partners shall be deemed to have designated any incumbent Carlyle Nominees in a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. (3) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To the extent required by law or the rules of the principal securities exchange represented on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members by at least one member of the General Partner’s senior management shall at all times satisfy the standard of independence necessary for a director to qualify as an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of such principal securities exchange, as such rules and listing standards may be amended from time to time (the “Independence Standard”) in order to maintain such listingBoard.

Board Nominees. (1) From During the Term of this Agreement and after the closing of the initial public offering of REIT Shares, at each stockholders’ meeting of the General Partner at which directors will be elected, the General Partner will cause to be included in each slate of directors proposed, recommended and/or nominated for election by the General Partner or its Board of Directors (a) so long as the Carlyle Limited Partners hold Investor Group holds a Beneficial Ownership Minimum Interest, the Investor Group may recommend to the Company's nominating committee and the Company's nominating committee shall recommend to the Company's Board of Common Interest that is equal to at least 50%Directors, a the number of Carlyle Nominees that, if elected, would comprise one director less than Investor Group Designees determined in the lowest whole number that would exceed 33.3% manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the entire Board to the stockholders for election as directors at each annual meeting of Directors immediately after stockholders for which an election is held for such election, but in no event less than one such Carlyle Nominee and class of directors. (bi) For so long as the Carlyle Limited Partners hold a Beneficial Ownership of Common Interest that is equal to Investor Group owns at least 10eighty percent (80%) of the Maximum Interest, the Investor Group may recommend three (3) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, at any time during the Term of this Agreement, the Investor Group shall hold at least sixty-six percent (66%) but is less than 50eighty percent (80%, a number of Carlyle Nominees that, if elected, would comprise one director less than the lowest whole number that would exceed 20% ) of the entire Board of Directors Maximum Interest, immediately after upon such election, but in no event less than one such Carlyle Nominee. The General Partner, acting through its Board of Directors, will recommend and use occurrence the Investor Group shall cause all reasonable efforts to cause the election of each Carlyle Nominee nominated in accordance with the foregoing. The General Partner agrees to use all reasonable efforts to solicit proxies for such Carlyle Nominees from all holders of REIT Shares and/or other voting stock entitled to vote thereon. (2) To facilitate the nomination rights set forth above, the General Partner will notify the Carlyle Nominating Limited Partners in writing a reasonable period of time in advance of any action to be taken by the General Partner or Investor Group Designees serving on the Board of Directors for the purpose of nominating, electing or designating directors, which, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the General Partner to the Carlyle Nominating Limited Partners no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature excess of the action number of Investor Group Designees described in Section 3.2(b)(ii) to be taken by the General Partner or resign from the Board of Directors, and effective as of the anticipated date thereof. Upon receipt of such noticeoccurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, the Carlyle Nominating Limited Partners will designate any Carlyle Nominees by written consent order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the next most recently elected or appointed Investor Group Designee; (in accordance with Article 14ii) For so long as the Investor Group owns at least sixty-six percent (66%) but less than eighty percent (80%) of a Majority in Interest the Maximum Interest, the Investor Group may name two (2) Investor Group Designees, each to be recommended and nominated upon the expiration of the Carlyle Nominating Limited Partners as soon as reasonably practicable thereafter; providedterm of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, however, that if at any time during the Carlyle Nominating Limited Partners shall have failed to designate Carlyle Nominees in a timely mannerTerm of this Agreement, the Carlyle Nominating Limited Partners Investor Group shall be deemed to have designated any incumbent Carlyle Nominees in hold at least a timely manner unless there are no remaining incumbent Carlyle Nominees or the incumbent Carlyle Nominee declines to serve, in which case the General Partner may nominate another Person. Minimum Interest but less than sixty-six percent (366%) The Carlyle Nominating Limited Partners will provide the General Partner with such information about each Carlyle Nominee as is reasonably requested by the General Partner in order to comply with applicable disclosure rules including without limitation any information required of a proposed nominee under the Bylaws of the General Partner. (4) To Maximum Interest, immediately upon such occurrence the extent required by law or Investor Group shall cause all the rules of the principal securities exchange Investor Group Designees serving on which the REIT Shares are listed or admitted to trading, the General Partner will take such actions as necessary to ensure that a sufficient number of those members of the Board of Directors that are not Carlyle Nominees or members in excess of the General Partner’s senior management shall at all times satisfy number of Investor Group Designees described in Section 3.2(b)(iii) to resign from the standard Board of independence necessary for a director to qualify Directors, effective as an “Independent Director” as such term (or any replacement term) is used under of the rules and listing standards date of such principal securities exchangeoccurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, as such rules the order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and listing standards proceeding to the next most recently elected or appointed Investor Group Designee; (iii) If the Investor Group owns less than sixty-six percent (66%) of the Maximum Interest, the Investor Group may be amended from time to time name one (the “Independence Standard”1) in order to maintain such listingInvestor Group Designee.