CapitalSource

The agreement identifies four named individuals by name in the non-solicitation covenant. Additionally, a Change in Control combined with the departure of both the CEO and either the CFO or Chief Accounting Officer within six months constitutes a 'for cause' termination trigger (Section 12(b)(vi)), creating key-person dependency risk for the Company.

“the Company shall not, directly or indirectly through its Affiliates, without the prior written consent of the Manager, employ or seek to employ any of Jim Pieczynski, Alex Chavez, Imran Javaid or Steve Gilleland or any person performing the functions of or holding the offices for the Company of chief executive officer, chief financial officer, president, chief investment officer and/or chief accounting officer.”

If a Manager Change in Control or Change in Control of CapitalSource Inc. occurs and, within six months, both the person performing the CEO function AND one of the two persons performing the CFO or chief accounting officer function are terminated (other than for cause, death, disability, or resignation without good reason), the Company may terminate the Management Agreement for cause without payment of a termination fee.

“A Manager Change in Control or a Change in Control of CapitalSource Inc. and within six (6) months after such applicable Change in Control the employment with the Manager or its Affiliates of both (a) the person employed by the Manager or its affiliates that is performing the function of the Company's chief executive officer, and (b) one of the two persons employed by the Manager or its affiliates that are performing the functions of the Company's chief financial officer and chief accounting officer, in each cases, as performing such functions and employed by the Manager or its affiliates immediately prior to the occurrence of such Change in Control is terminated for reasons other than for cause or such person's death, disability or resignation without good reason”

The Management Agreement explicitly permits the Manager and its Affiliates to engage in other businesses and investment activities that may compete with the Company, including lending and investment transactions relating to the Company's tenants or operators. The Company receives equitable treatment but not preferential treatment relative to other Manager clients.

“nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, managers, members, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, engaging in lending and investment transactions relating to or with the Company's tenants or operators of facilities owned by the Company”

The Conflicts of Interest Policy (Exhibit A) addresses scenarios where the Manager or its Affiliates hold debt tranches of different priorities from the Company in the same underlying real estate asset, creating potential conflict between the Company's interests and the Manager's interests in workout or enforcement situations. Special servicer may be retained at shared cost.

“In the event that (i) the Company shall invest in a loan (or portion of a loan) that is secured (directly or indirectly) by the same underlying real estate asset that secures a loan (or tranche or other portion of a loan) of a different priority held by the Manager or any of its Affiliates or (ii) the Manager or any of its Affiliates or the Company holds a preferred equity interest in a real estate asset that (directly or indirectly) secures a loan in which the other party hereto has an interest”