Terms of Service Agreement

Last Updated April 3, 2014

This Terms of Service Agreement (the "Agreement") states the legally binding terms and conditions which govern your use of the LIMITED PARTNER REPORTING SYSTEMTM (the "Service") located at https://lpconnect.carlyle.com (the "Website") provided by Carlyle Investment Management, L.L.C., a limited liability company organized under the laws of the State of Delaware ("CIM"). You, as the user of the Service, are referred to herein as "you" or "user".

1. User Consent to Terms and Conditions of Service. You must accept and abide by the terms and conditions of this Agreement in order to use the Service. Please carefully read the entire Agreement, and if you agree to be bound by it click "I AGREE" at the bottom of the page (hereinafter "Acceptance").

2. Changes to the Agreement. CIM reserves the right to change, revise or supplement this Agreement and to impose new or additional terms or conditions on your use of the Service. Such revisions, supplements, additional terms and conditions (collectively "Additional Terms") will be effective immediately and incorporated into the Agreement. You will be notified of all changes to this Agreement other than minor technical revisions or corrections. Your use of the Services following the posting of changes will mean that you accept and agree to the Additional Terms. If you do not agree to be bound by or cannot comply with the Agreement as amended, you must stop using the Service.

3. Changes to the Service. You accept that CIM has the right to change the Information (as defined herein) or technical specifications of any aspect of the Service at any time at CIM's sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of CIM to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

4. License. You acquire absolutely no rights or licenses in or to the Service and/or information available on the Website and/or through the Service, including but not limited to text, images, photographs, illustrations, multimedia, charts, indexes, reports, studies, data, other posted materials and/or any attachments thereto, (collectively "Information") other than the limited right to utilize the Service and Website in accordance with this Agreement. Downloading Information from the Service must be done so in accordance with this Agreement, your Confidentiality Agreement and the Acceptable Use Policy. Such Information is licensed to you by CIM ONLY for your own personal, noncommercial use in accordance with this Agreement and does not transfer any other rights to you.

5. Intellectual Property. The Service and the Information are protected by copyright, trademark, service mark, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. The trademarks, service marks, graphics, and logos used in connection with the Service or the Website are trademarks or registered trademarks of or are proprietary to CIM and its Related Parties (as defined herein) in the U.S. and/or other countries, or other respective owners that have granted CIM or its Related Parties the right and license to use such marks.

6. Linking and Framing. We do not permit others to link to or frame this Website or any portion thereof.

7. Reservation of Rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including improvements thereto and rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and CIM, at all times be and remain the sole and exclusive property of CIM. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to CIM for its exclusive use. Except as specifically permitted herein, you shall not use CIM's Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without CIM's prior written approval.

8. Restrictions on Use. You may not use the Service for any illegal purpose or in any manner inconsistent with this Agreement. You agree not to use, transfer, distribute or dispose of any Information in any manner that could compete with the business, of CIM or its Related Parties. You acknowledge that the Service has been developed, compiled, prepared, revised, selected and arranged by CIM or the Related Parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of CIM. You agree to protect the proprietary rights of CIM and all others having rights in the Service during and after the term of this Agreement and to comply with all reasonable written requests made by CIM or its suppliers of content or otherwise (the "Suppliers") to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify CIM in writing promptly upon becoming aware of any unauthorized access to or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights. You acknowledge and agrees that you are aware that (a) information on the Website may contain material, non-public information regarding CIM or its Related Parties and (b) United States and other securities laws may prohibit any persons who have material, non-public information about an issuer from purchasing or selling securities of an issuer and from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.

9. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT IN ACCORDANCE WITH YOUR CONFIDENTIALITY AGREEMENT AND THE ACCEPTABLE USE POLICY. FURTHERMORE, YOU MAY NOT USE ANY OF CIM'S OR ITS RELATED PARTIES' TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR YOUR AFFILIATES OR ARE USED WITH TC CIM'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICE OR THE WEBSITE OR THE INFORMATION IN UNSOLICITED MAILINGS OR SPAM MATERIAL OR SEND UNSOLICITED MAILINGS OR SPAM TO ANY PERSON OR ENTITY USING THE SERVICE.

10. Disclaimer and Limitation of Liability. YOU AGREE THAT YOUR USE OF THE SERVICE AND THE INFORMATION IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION AND SERVICES (THE "ITEMS") ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT NEITHER CIM NOR ANY OF ITS RELATED PARTIES MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NOR DOES CIM OR ITS RELATED PARTIES MAKE ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED AS TO NON-INFRINGEMENT AND TITLE. CIM does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that CIM, its Suppliers, shareholders, principals, partners, directors, officers, employees, members, managers, affiliates, agents, subcontractors, suppliers and third-party agents ("Related Parties") shall have no responsibility or liability for and you waive and release each of them from any claim you have, may have or could have for: (i) any injury or damages, whether caused by the negligence of CIM, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against CIM and/or the Related Parties by any other party; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other websites, services, goods or advertisements that may be linked to the Service is not maintained or controlled by CIM and CIM is not responsible for the availability, content or accuracy of such other websites, services or goods. CIM does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be linked to the Service. CIM is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media and equipment you use to access the Service. You understand that CIM and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the Agreement. CIM does not guarantee the sequence, accuracy, completeness or timeliness of the Service. Accordingly, anything to the contrary herein set forth notwithstanding, CIM and its Related Parties shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (i) inaccuracies or errors in or omissions from the Service; (ii) delays, errors or interruptions in the transmission or delivery of the Service; or (iii) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.

11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CIM AND/OR THE RELATED PARTIES BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES EVEN IF CIM HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH TYPES OF DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. Applicable law may not allow the limitation or exclusion of liability for a Type of Damage in which event CIM and the Related Parties liability for such Type of Damage shall be limited to the least amount permitted such applicable law for such Type of Damage.

12. Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the Agreement.

13. Termination. Either you or CIM may terminate the Agreement with or without cause at any time and effective immediately. You may terminate the Agreement by discontinuing use of the Service and destroying all materials obtained on the Website and/or from the Service. Upon termination you must destroy promptly all materials obtained on the Website and/or from the Service and any copies thereof. Sections three and four (3 and 4) and six through seventeen (6-17) shall survive any termination of the Agreement.

14. Governing Law/Venue/Jurisdiction. The Agreement shall be governed and construed in accordance with the laws of the United States and the State of New York. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the Agreement. The parties consent to the sole and exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, for all purposes in connection with any proceedings, including the entry of judgment on any arbitration award.

15. United States' Export Control & Foreign Asset Control Regulations. Neither CIM nor any of its Related Parties makes any representation that materials on the Website and/or in the Service are appropriate or available for use in countries outside the United States. If you choose to access the Service from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Service is further subject to United States export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Myanmar, Iran, Syria, Sudan, Lebanon or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.

16. Headings. The section titles in the Agreement are used solely for the convenience of you and CIM and have no legal or contractual significance.

17. Severability. If any provision of the Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the Agreement will remain in force.

18. Entire Agreement. The Agreement and any other terms and conditions of the Service constitute the entire agreement between you and CIM and govern your use of the Service and your access to the Website. Copyright © 2007 by CIM, L.L.C., all rights reserved.

ACCEPTABLE USE POLICY

This Acceptable Use Policy ("AUP") is part of Carlyle Investment Management, L.L.C.'s ("CIM") overall effort to: (i) provide high quality service to authorized users of the LIMITED PARTNER REPORTING SYSTEMTM (the "Service") located at https://lpconnect.carlyle.com/ (the "Website"); (ii) protect the integrity, security, reliability and privacy of the Service, this Website and the network of computers using the Service (collectively, the "System"); and (iii) encourage responsible, lawful use of the resources of CIM and CIM's licensors and Internet service provider. This AUP sets forth permitted and prohibited uses of the Service. CIM reserves the right to determine, in its sole discretion, whether a use of the Service is in violation of this AUP. CIM reserves the right to monitor the Service and, when CIM becomes aware of a violation or attempted violation of this Policy, to take such action as they deem appropriate to address the violation. You, as the user of the Service, are referred to herein as "you" or "user". Capitalized terms used herein without definition are defined in the Terms of Service Agreement. CIM shall not be responsible for any loss or damage arising out of your failure to comply with this AUP.

1. Consent to AUP. You must accept and abide by the terms and conditions of this AUP in order to use the Service. Please carefully read the entire AUP, and if you agree to be bound by it click "I AGREE" at the bottom of the page.

2. Password Security. Use of the Service requires that you register and use a password at all times. You are solely responsible for: (a) maintaining the security of your password and may not disclose your password to others; (b) any use of or action taken under your password, including, but not limited to, any e-mail or Information (as defined herein) transmitted by you or through use of your password, whether or not you have authorized such use; and (c) logging-off each time you finish using the Service by clicking the LOGOUT button. Any violation or attempted violation of this AUP by any third party having access to the Service through you or by using your password will be considered a violation by you, whether or not such access was obtained with your knowledge or consent. You agree to notify CIM immediately of any unauthorized use of your password or any other breach of security about which you are aware.

3. Confidentiality and No Reproduction/ Redistribution. The information available on the Website and/or through the Service, including any posted materials, (the "Information") is being furnished to potential and existing investors on a confidential basis and subject to certain restrictions set forth in your Terms of Service Agreement and Confidentiality Agreement, as well as those restrictions herein. You may view and print individual records, but mass download of Information from the Website and/or distribution to any third party of any Information from the Website in any manner is strictly prohibited.

4. Prohibited Uses. The following are examples of types of uses of the Service that are prohibited under this AUP: Illegal/Criminal Activity You may not use the Service to commit, or in connection with, criminal or civil violations of federal, state, local, or international laws, regulations, or other government requirements. Such violations include, but are not limited to, violations of securities laws, including, but not limited to, regulations of the United States Securities and Exchange Commission or any securities exchange; theft or infringement of patents, copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds or information; violation of export control laws or regulations; encouraging conduct that would constitute a criminal offense or give rise to civil liability; and assisting or permitting any third parties engaged in or attempting to engage in any of the activities described above. CIM reserves the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators or other third parties. In order to cooperate with governmental requests into possible violations of laws or regulations, CIM may access and disclose to law enforcement officials, regulators or other third parties, any information CIM considers necessary and appropriate.

5. Security Violations. You are prohibited from violating, or attempting to violate, the security of the Service or the Website. Any such violations may result in criminal and civil liabilities to you. Examples of prohibited security violations include, but are not limited to: (a) logging into a server or account that you are not authorized to access; (b) accessing data or taking any action to obtain services not intended for you or your use; (c) attempting to probe, scan, or test the vulnerability of any system, subsystem or network related to the Service or the Website; (d) tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures; (e) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Service or Website; and (f) interfering with, intercepting or expropriating any system, data or information; or interfering with service to any user, host, or network including, but not limited to, by means of overloading, "flooding," "mailbombing," or "crashing" any system, subsystem or network related to the Service or the Website.

6. Threats. The Service may not be used to transmit materials of a threatening nature, including, but not limited to, threats of death or physical harm, abuse or harassment.

7. Offensive Materials. The Service may not be used for the distribution of offensive materials, including, but not limited to, materials that are libelous, defamatory, obscene, pornographic, indecent, vulgar, or hateful, materials that violate the privacy, publicity or other personal rights of others, or materials that impair the privacy of communications.

8. Spam. Spam is an unacceptable use of the Service. Spam is not only annoying to other users, it might degrade the Service by clogging the system, rendering the Website inaccessible, and potentially leading to downtime of the Service. Spam includes, but is not limited to, any of the following activities: (a) sending any unsolicited e-mail that could be expected, in CIM's sole discretion, to provoke complaints; (b) sending unsolicited e-mail without identifying in the e-mail a clear and easy means to be excluded from receiving additional e-mail from the originator of the e-mail; and (c) sending e-mail that does not accurately identify the sender, the sender's return address, and the e-mail address of origin.

9. Other Prohibited Conduct. You further agree that when using the Service, you will not do any of the following: (a) post or upload to the Service any content containing any solicitation; download any content that you know, or reasonably should know, has not been lawfully posted or otherwise distributed; (b) falsify or delete any author attributions or proprietary or legal notices, use another's password without permission or impersonate another person; or (c) harvest or otherwise collect information about others, including e-mail addresses, without their consent.

10. Enforcement. Violations of this AUP may result in a demand by CIM for immediate removal of offending material, immediate temporary or permanent filtering, blocked access, suspension or termination of Service, or other action appropriate to the violation, as determined by CIM in its sole discretion. CIM will cooperate with law enforcement agencies if unlawful activity is suspected. Violators of this AUP may also be subject to civil or criminal liability under applicable law. When feasible and lawful, it is CIM's preference to give notice so that violations may be addressed voluntarily; CIM reserves the right to act without notice, however, as CIM may determine in its sole discretion. CIM, in its sole discretion, may terminate you and your access to the Service, or any portion thereof, without notice for any reason, including, but not limited to, if CIM believes that you have breached the AUP. CIM reserves the right to terminate you and your access upon notice if you violate the policies of the Website's Internet service provider.

11. Contact Information. Any complaints regarding violations of this AUP by a user should be directed to investor.service@carlyle.com. Where possible, all complaints should include details that would assist CIM in investigating and resolving the complaint (e.g., expanded headers and a copy of the offending transmission). Please contact the CIM help desk by sending an email to servicedesk@carlyle.com.

7. Disclaimer. Nothing herein shall be deemed a guarantee by by CIM or any of its affiliates of the integrity, security, reliability or privacy of the Website or the Service.