Common use of Mechanics of Designation Clause in Contracts

Mechanics of Designation. The Company shall give Two Harbors at least 20 days prior written notice of the date of the proposed mailing of proxy materials for the 2013 Annual Meeting and any other meeting of stockholders prior to the 2014 Annual Meeting at which there will be (or there is anticipated to be) the election of directors of the Company. Promptly upon (and in any event within 10 days after) receipt of such notice from the Company, or upon the occurrence of any other event that gives rise to the exercise by Two Harbors of its rights hereunder to designate an individual for nomination for election to the Board, Two Harbors shall give written notice (a “Designation Notice”) to the Company of the name of each individual which Two Harbors designates under this Agreement to then be nominated for election or reelection to the Board of Directors, together with the following: (i) all information relating to each such individual that is required to be provided under the Bylaws of the Company in respect of any individual who a stockholder proposes to nominate for election, including all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of directors or is otherwise required pursuant to Regulation 14A under the Exchange Act, (ii) such individual’s or individuals’ written consent to serving as a director if elected, and if applicable, being named in the proxy statement for the 2013 Annual Meeting as a nominee, (iii) a certificate from each such individual as to the completeness and accuracy of such information so provided about him or her, and (iv) a fully executed Resignation Letter as described below. In addition, Two Harbors will certify to the Company in such Designation Notice that each of the individual designees named therein qualifies as an Independent Director and shall provide all information relevant to the determination of such designees’ qualification as an Independent Director, provided, however that, subject to the provisions of Article III, Section 2 below, the ultimate determination as to the qualification of each such designee as an Independent Director shall nevertheless be made in good faith by the Board of Directors. If the Designation Notice is not provided to the Company in proper form or on a timely basis as provided above, Two Harbors shall be deemed to have re-designated its existing designee(s) then serving on the Board of Directors except for any such designee who for any reason is unavailable to serve or has been determined for any reason to no longer qualify as an Independent Director, in respect of which such right hereunder will be deemed to have been waived if a qualifying replacement is not promptly named. At the request of the Board of Directors, any individual so nominated for election or reelection as a director shall furnish to the Secretary of the Company that information required to be set forth in the Designation Notice.

Mechanics of Designation. The Company shall give Two Harbors at least 20 days prior written notice of the date of the proposed mailing of proxy materials for the 2013 2018 Annual Meeting and any other meeting of stockholders prior to the 2014 2019 Annual Meeting at which there will be (or there is anticipated to be) the election of directors of the Company. Promptly upon (and in any event within 10 days after) receipt of such notice from the Company, or upon the occurrence of any other event that gives rise to the exercise by Two Harbors of its rights hereunder to designate an individual for nomination for election to the Board, Two Harbors shall give written notice (a “Designation Notice”) to the Company of the name of each individual which Two Harbors designates under this Agreement to then be nominated for election or reelection to the Board of Directors, together with the following: (i) all information relating to each such individual that is required to be provided under the Bylaws of the Company in respect of any individual who a stockholder proposes to nominate for election, including all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of directors or is otherwise required pursuant to Regulation 14A under the Exchange Act, (ii) such individual’s or individuals’ written consent to serving as a director if elected, and if applicable, being named in the proxy statement for the 2013 2018 Annual Meeting as a nominee, (iii) a certificate from each such individual as to the completeness and accuracy of such information so provided about him or her, and (iv) a fully executed Resignation Letter as described below. In addition, Two Harbors will certify to the Company in such Designation Notice that each of the individual designees named therein qualifies as an Independent Director and shall provide all information relevant to the determination of such designees’ qualification as an Independent Director, provided, however that, subject to the provisions of Article III, Section 2 below, the ultimate determination as to the qualification of each such designee as an Independent Director shall nevertheless be made in good faith by the Board of Directors. If the Designation Notice is not provided to the Company in proper form or on a timely basis as provided above, Two Harbors shall be deemed to have re-designated its existing designee(s) then serving on the Board of Directors except for any such designee who for any reason is unavailable to serve or has been determined for any reason to no longer qualify as an Independent Director, in respect of which such right hereunder will be deemed to have been waived if a qualifying replacement is not promptly named. At the request of the Board of Directors, any individual so nominated for election or reelection as a director shall furnish to the Secretary of the Company that information required to be set forth in the Designation Notice.

Mechanics of Designation. The Company shall give Two Harbors BPI at least 20 60 days prior written notice of the date of the proposed mailing of proxy materials for the 2013 Annual Meeting and any other meeting of stockholders prior to the 2014 Annual Meeting at which there will be (or there is anticipated to be) the election of directors of the Company, provided that no failure by the Company to give such notice shall be deemed to be a breach of this Section 2.1(b) so long as BPI is not materially prejudiced by such failure. Promptly upon (and in any event within 10 20 days after) receipt of such notice from the Company, or upon the occurrence of any other event that gives rise to the exercise by Two Harbors BPI of its rights hereunder to designate an individual individuals for nomination for election to the Company Board, Two Harbors BPI shall give written notice (a “Designation Notice”) to the Company of the name of each individual which Two Harbors designates under this Agreement to then be nominated for election or reelection to the Board of DirectorsBPI Designee, together with the following: (i) all information relating to each such individual BPI Designee that is required to be provided under the Company Bylaws of the Company in respect of any individual who a stockholder proposes to nominate for election, including all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of directors or is otherwise required pursuant to Regulation 14A under the Exchange Act, (ii) each such individualBPI Designee’s or individuals’ written consent to serving serve as a director if electedelected and, and if applicable, being to be named in the proxy statement for the 2013 Annual Meeting applicable stockholder meeting as a nominee, nominee and (iii) a certificate from each such individual BPI Designee as to the completeness and accuracy of such information so provided about him or her, and (iv) a fully executed Resignation Letter as described below. In addition, Two Harbors will certify to the Company in such Designation Notice that each of the individual designees named therein qualifies as an Independent Director and shall provide all information relevant to the determination of such designees’ qualification as an Independent Director, provided, however that, subject to the provisions of Article III, Section 2 below, the ultimate determination as to the qualification of each such designee as an Independent Director shall nevertheless be made in good faith by the Board of Directors. If the Designation Notice is not provided to the Company in proper form or on a timely basis as provided above, Two Harbors BPI shall be deemed to have re-designated its existing designee(s) then serving on the Board of Directors Company Board, except for any such designee who for any reason is unavailable to serve or has been determined for any reason to no longer qualify as an Independent Directorserve, in respect of which such right hereunder will be deemed to have been waived if a qualifying replacement is not promptly named. At the request of the Board of DirectorsCompany Board, any individual so nominated for election or reelection as a director BPI Designee shall furnish to the Secretary of the Company that the information required to be set forth in the Designation Notice. For the avoidance of doubt, (i) BPI’s rights under this Agreement are not dependent upon BPI’s compliance with generally applicable provisions of the Company Bylaws or Company Charter as may be in effect from time to time regarding notice of stockholder nominations; (ii) the Company’s compliance with this Section 2.1(b) to the extent inconsistent with its duties and obligations under the Company Bylaws shall not be deemed to be a violation of the Company Bylaws by the Company and (iii) the Company is not liable or responsible for (A) any errors or omissions in any information or (B) the invalidity or illegality of any documents, in each case, provided by BPI to the Company pursuant to this Section 2.1(b).