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 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) So From the date hereof and for so long as the Pine Brook Entities GoldenTree Funds and their Affiliates collectively Beneficially Own a number of shares of Company Common Shares representing 35Stock equal to or greater than 80% or more of the Pine Brook Entities’ Post-IPO SharesGoldenTree Pro Forma Shares (the “GoldenTree Threshold Amount”), the Pine Brook Entities GoldenTree shall have the right to nominate designate one individual who satisfies to serve as a member of the requirements of applicable law Board (the “GoldenTree Nominee”) subject to the terms and conditions and in accordance with the procedures herein, and the Board shall include on one committee of the Board such GoldenTree Nominee to serve on such committee of the Board, which committee shall be selected by GoldenTree (subject to any independence requirements requirement imposed by law or by the rules of any national securities exchange on which the Company 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) GoldenTree hereby designates ▇▇▇▇▇ ▇▇▇▇▇▇▇ as the GoldenTree Nominee and the Company agrees that the Board shall take all corporate action necessary to appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Board as of the date hereof, in each case with a term expiring at the next annual meeting of stockholders at which directors are to be elected. GoldenTree will cause the GoldenTree Nominee to submit to the Company each of the documents set forth in Section 2.1(d) promptly after GoldenTree receives the Company’s reasonable and customary forms of such documents. (c) In the event that any designee of the Pine Brook Entities under this Section 2.1 GoldenTree Nominee shall for any reason cease to serve as a member of the Board during his term of office (such former Board memberoffice, a “Former Director”)so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the resulting vacancy on the Board and on any committee of the Board on which the GoldenTree Nominee was serving prior to such cessation shall be filled by an individual designated by GoldenTree to serve as the Pine Brook Entities GoldenTree Nominee (a such individual, the “GoldenTree Replacement DirectorNominee”) subject to the terms and conditions and in accordance with the procedures herein (including, without limitation, those set forth in Sections 2.1(d) and (e)). (d) Any GoldenTree Replacement Nominee will promptly submit to the Company (i) prior to such GoldenTree Replacement Nominee being appointed to the Board, a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in accordance with past practice in connection with the appointment or election of new Board members and (ii) upon the request of the Company in connection with an election of directors, a written consent of such proposed nominee to being named as a nominee and to serve as a director if elected. (e) Any GoldenTree Replacement Nominee must meet the following criteria: (i) such person is not a party to any agreement, arrangement or understanding with any person (A) concerning how such person, if elected as a director of the Company, will act or vote on any issue or question or (B) that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with his or her fiduciary duties under applicable law, (ii) such person has the relevant financial and business experience to be a director of the Company, (iii) such person meets the guidelines and policies with respect to service on the Board as in effect (the “Policies”), provided that such Policies are not inconsistent with the provisions of this Agreement; and (iv) to the extent required of all director nominees, the Company will have completed customary background checks for each such person and such background checks will not have resulted in any disqualifying information as reasonably determined by the Nominating Committee and not inconsistent with the provisions of this Agreement (clauses (i)-(iv), the “Director Criteria”). The Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its reasonable and good faith determination and recommendation regarding whether such person meets the Director Criteria within five (5) business days after such nominee has been submitted to the Company. In the event the Nominating Committee does not in good faith and in the reasonable exercise of its fiduciary duties accept a nominee as a result of such person not meeting the Director Criteria, so long as the Pine Brook Entities GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, GoldenTree shall have the right to nominate designate a substitute person meeting the Director Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Promptly after the Nominating Committee has accepted a nominee in accordance with the terms herein, the Board shall take all necessary actions to appoint the GoldenTree Replacement Nominee as a director pursuant with a term expiring at the next annual meeting of stockholders at which directors are to be elected. For the avoidance of doubt, nothing in the Director Criteria will make a GoldenTree Replacement Nominee ineligible to serve under the terms of this Section 2.1Agreement as a result of (i) being an employee, officer, director, partner or member of GoldenTree or any affiliate of GoldenTree (including any managed fund) or (ii) receiving compensation, expense reimbursement or indemnification or contribution from GoldenTree or any of its Affiliates in any of the foregoing capacities. (cf) The Company hereby agreesFor so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the Board shall, subject to Section 2.1(a)the Board’s good faith exercise of its fiduciary duties, to (i) include cause the director nominee GoldenTree Nominee or GoldenTree Replacement Nominee to which the Pine Brook Entities are entitled be included on each a 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 to which the Pine Brook Entities are entitled such GoldenTree Nominee or GoldenTree Replacement Nominee to the shareholders stockholders of the Company and solicit proxies for the election of such GoldenTree Nominee or GoldenTree Replacement Nominee in the same manner and to the same extent as other nominees to the Board. GoldenTree must provide to the Company. Without limiting , to the foregoingsame extent as provided with respect to other nominees and within any reasonable specified timing constraints, such information as is required to be disclosed in proxy statements or other Company filings under applicable law or is otherwise necessary for the inclusion of the GoldenTree Nominee or GoldenTree Replacement Nominee on the Board’s slate of nominees for election as directors or for the Company to comply with applicable law. (g) If the GoldenTree Nominee or any GoldenTree Replacement Nominee is not elected to the Board by stockholders after the Company’s compliance with Section 2.1(f), so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the Company shall, as promptly as reasonably practicable, use commercially reasonably efforts to Board shall take all corporate action necessary to promptly appoint a different GoldenTree Replacement Nominee to the Board for a term expiring at the next annual meeting of stockholders at which directors are to be elected subject to the terms and desirable actions within its control conditions and in accordance with the procedures herein (including, without limitation, calling special meetings those set forth in Sections 2.1(d) and (e)). (h) Notwithstanding anything to the contrary contained herein, each GoldenTree Nominee and GoldenTree Replacement Nominee that serves as a member of the Board and/or the Company’s shareholders) to cause the election, removal and replacement (or committee of the designee Board) shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to all independent directors of the Pine Brook Entities pursuant Company (or, in the case of services as a member of a committee of the Board, as are applicable to this Section 2.1the other members of such committee). (di) That certain management rights letterIf at any time the GoldenTree Funds and their Affiliates cease to satisfy the GoldenTree Threshold Amount, dated as of February 6GoldenTree shall promptly, 2009and not later than three business days after such event, between (i) notify the Company that the GoldenTree Funds and Essent Intermediate, L.P. shall be terminated their Affiliates have ceased to satisfy the GoldenTree Threshold Amount and have no further force (ii) cause the GoldenTree Nominee or effect as any GoldenTree Replacement Nominee then sitting on the Board to resign from the Board and each committee and subcommittee of the date hereofBoard with immediate effect.

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.