Common use of Vacancies; Removal Clause in Contracts

Vacancies; Removal. (1) In the event that a vacancy is created at any time with respect to a Board of Directors seat held by a Carlyle Nominee by reason of the death, disability, retirement, resignation or removal (with or without cause) of such Carlyle Nominee and so long as the Carlyle Nominating Limited Partners are entitled to nominate at least one member of the Board of Directors under Section 8.7.A(1), the General Partner shall cause such vacancy to be filled by a majority vote of the Carlyle Nominees then serving as directors. (2) In the event of any increase in the size of the General Partner’s Board of Directors that would cause the number of Carlyle Nominees to serve on the Board of Directors pursuant to the terms of Section 8.7.A to be greater than the number of actual Carlyle Nominees nominated by a Majority in Interest of the Carlyle Nominating Limited Partners, the General Partner shall cause any vacancy to be filled by a Majority in Interest of the Carlyle Nominating Limited Partners as the replacement Carlyle Nominee.

Vacancies; Removal. (1) In the event that a vacancy is created at any time with respect to a Board of Directors seat held by a Carlyle Nominee by reason of the death, disability, retirement, resignation or removal (with or without cause) of such Carlyle Nominee and so long as the Carlyle Nominating Limited Partners are entitled to nominate at least one member of the Board of Directors under Section 8.7.A(1), the General Partner shall cause such vacancy to be filled by a majority vote of the Carlyle Nominees then serving as directors. (2) In the event of any increase in the size of the General Partner’s Board of Directors that would cause the number of Carlyle Nominees to serve on the Board of Directors pursuant to the terms of Section 8.7.A to be greater than the number of actual Carlyle Nominees nominated by a Majority in Interest of the Carlyle Nominating Limited Partners, the General Partner shall cause any vacancy created thereby to be filled by a Majority in Interest majority vote of the Carlyle Nominating Limited Partners Nominees then serving as the replacement Carlyle Nomineedirectors.