Common use of Designees Clause in Contracts

Designees. (a) So long as the Pine Brook Entities and their Affiliates collectively Beneficially Own Common Shares representing 35% or more of the Pine Brook Entities’ Post-IPO Shares, the Pine Brook Entities shall have the right to nominate one individual who satisfies the requirements of applicable law and the independence requirements imposed by the rules of any national securities exchange on which the Common Shares may be listed or traded for election to the Board, and, if the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election to the class with the longest term of service. (b) In the event that any designee of the Pine Brook Entities under this Section 2.1 shall for any reason cease to serve as a member of the Board during his term of office (such former Board member, a “Former Director”), the resulting vacancy on the Board shall be filled by an individual designated by the Pine Brook Entities (a “Replacement Director”) so long as the Pine Brook Entities have the right to nominate such director pursuant to this Section 2.1. (c) The Company hereby agrees, subject to Section 2.1(a), to (i) include the director nominee to which the Pine Brook Entities are entitled on each slate of nominees for election to the Board proposed by the Company and/or the Board and (ii) recommend the election of the director nominee to which the Pine Brook Entities are entitled to the shareholders of the Company. Without limiting the foregoing, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and/or the Company’s shareholders) to cause the election, removal and replacement of the designee of the Pine Brook Entities pursuant to this Section 2.1. (d) That certain management rights letter, dated as of February 6, 2009, between the Company and Essent Intermediate, L.P. shall be terminated and have no further force or effect as of the date hereof.

Designees. (a) So long as the Pine Brook Entities Stonehill and their its Affiliates collectively Beneficially Own Own: (i) Common Shares Stock representing 3560% or more of the Pine Brook Entities’ Stonehill’s Post-IPO Shares, Stonehill shall have the Pine Brook Entities right to nominate two individuals for election to the Board; (ii) Common Stock representing 20% or more (but less than 60%) of Stonehill’s Post-IPO Shares, Stonehill shall have the right to nominate one individual who satisfies for election to the requirements Board; and (iii) Common Stock representing 20% or more of applicable Stonehill’s Post-IPO Shares, the Board shall include on each committee of the Board one such elected member of the Board nominated by Stonehill as designated by Stonehill to serve on such committee (subject to any independence requirement imposed by law and the independence requirements imposed or by the rules of any national securities exchange on which the Common Shares Stock may be listed or traded for election to the Board, and, if the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election to the class with the longest term of servicetraded). (b) In the event that any designee of the Pine Brook Entities Stonehill under this Section 2.1 shall for any reason cease to serve as a member of the Board during his term of office (such former Board member, a “Former Director”), the resulting vacancy on the Board and on any committee of the Board shall be filled by an individual designated by the Pine Brook Entities Stonehill (a “Replacement Director”) so long as the Pine Brook Entities have Stonehill has the right to nominate such director pursuant to this Section 2.1. (c) The Company hereby agrees, subject to Section 2.1(a), to (i) include each of the director nominee nominees to which the Pine Brook Entities are Stonehill is entitled on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any committee thereof) and (ii) recommend the election of the director nominee nominees to which the Pine Brook Entities are Stonehill is entitled to the shareholders stockholders of the Company. Without limiting the foregoing, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and/or the Company’s shareholdersstockholders) to cause the election, removal and replacement of the designee designees of the Pine Brook Entities Stonehill pursuant to this Section 2.1. (d) That certain management rights letter, dated as of February 6, 2009, between the Company and Essent Intermediate, L.P. shall be terminated and have no further force or effect as of the date hereof.

Designees. (a) So long as the Pine Brook Monarch Entities and their Affiliates collectively Beneficially Own Own: (i) Common Shares Stock representing 3560% or more of the Pine Brook Monarch Entities’ Post-IPO Shares, the Pine Brook Monarch Entities shall have the right to nominate two individuals for election to the Board; (ii) Common Stock representing 20% or more (but less than 60%) of the Monarch Entities’ Post-IPO Shares, the Monarch Entities shall have the right to nominate one individual who satisfies for election to the requirements Board; and (iii) Common Stock representing 20% or more of applicable the Monarch Entities’ Post-IPO Shares, the Board shall include on each committee of the Board one such elected member of the Board nominated by the Monarch Entities as designated by the Monarch Entities to serve on such committee (subject to any independence requirement imposed by law and the independence requirements imposed or by the rules of any national securities exchange on which the Common Shares Stock may be listed or traded for election to the Board, and, if the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election to the class with the longest term of servicetraded). (b) In the event that any designee of the Pine Brook Monarch Entities under this Section 2.1 shall for any reason cease to serve as a member of the Board during his term of office (such former Board member, a “Former Director”), the resulting vacancy on the Board and on any committee of the Board shall be filled by an individual designated by the Pine Brook Monarch Entities (a “Replacement Director”) so long as the Pine Brook Monarch Entities have the right to nominate such director pursuant to this Section 2.1. (c) The Company hereby agrees, subject to Section 2.1(a), to (i) include each of the director nominee nominees to which the Pine Brook Monarch Entities are entitled on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any committee thereof) and (ii) recommend the election of the director nominee nominees to which the Pine Brook Monarch Entities are entitled to the shareholders stockholders of the Company. Without limiting the foregoing, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and/or the Company’s shareholdersstockholders) to cause the election, removal and replacement of the designee designees of the Pine Brook Monarch Entities pursuant to this Section 2.1. (d) That certain management rights letter, dated as of February 6, 2009, between the Company and Essent Intermediate, L.P. shall be terminated and have no further force or effect as of the date hereof.

Designees. (a) The Company, MRD Holdco and the WHR Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to include members designated as follows: (i) With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, (A) if the MRD Funds Group Beneficially Owns at least 35% of the outstanding shares of Common Stock, three nominees shall be designated by MRD Holdco, (B) if the MRD Funds Group Beneficially Owns less than 35% but at least 15% of the outstanding shares of Common Stock, two nominees shall be designated by MRD Holdco, (C) if the MRD Funds Group Beneficially Owns less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by MRD Holdco, and (D) if the MRD Funds Group Beneficially Owns less than 5% of the outstanding shares of Common Stock, MRD Holdco shall not be entitled to designate a nominee. If, at any given time, directors are allocated among separate classes, the MRD Holdco Directors shall be in different classes. (b) So long as the Pine Brook Entities and their Affiliates MRD Funds Group collectively Beneficially Own Common Shares representing 35Owns 15% or more of the Pine Brook Entities’ Post-IPO Sharesoutstanding shares of Common Stock, the Pine Brook Entities Board shall have include at least one MRD Holdco Director on each committee of the right Board as designated by MRD Holdco (subject to nominate one individual who satisfies the requirements of applicable any independence requirement imposed by law and the independence requirements imposed or by the rules of any national securities exchange on which the Common Shares Stock may be listed or traded for election to the Board, and, if the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election to the class with the longest term of service. (b) In the event that any designee of the Pine Brook Entities under this Section 2.1 shall for any reason cease to serve as a member of the Board during his term of office (such former Board member, a “Former Director”traded), the resulting vacancy on the Board shall be filled by an individual designated by the Pine Brook Entities (a “Replacement Director”) so long as the Pine Brook Entities have the right to nominate such director pursuant to this Section 2.1. (c) The Company hereby agrees, subject to Section 2.1(athe fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to (i) include in the director nominee to which the Pine Brook Entities are entitled on each slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to the Board proposed by the Section 2.2(a) and to nominate and recommend each such individual to be elected as a director as provided herein, and to solicit proxies or consents in favor thereof. The Company and/or the Board and (ii) recommend the election of the director nominee to which the Pine Brook Entities are is entitled to the shareholders of the Company. Without limiting the foregoing, the Company shall, identify such individual as promptly as reasonably practicable, use commercially reasonably efforts to take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and/or the Company’s shareholders) to cause the election, removal and replacement of the designee of the Pine Brook Entities a MRD Holdco Director pursuant to this Section 2.1Agreement. (d) That certain management rights letter, dated as of February 6, 2009, between the Company and Essent Intermediate, L.P. shall be terminated and have no further force or effect as of the date hereof.