Common use of Agreements with Other Stockholders Clause in Contracts

Agreements with Other Stockholders. Each party hereto acknowledges that the Company is entering into a separate stockholder agreement with HC Partners LLC, a Delaware limited liability company (“HCP”) on or about the date hereof (the “HCP Agreement”) which provides HCP with essentially the same nominating and other rights as those provided to BlackRock hereunder. Without the prior written consent of BlackRock, the Company shall not amend the HCP Agreement, or enter into any other agreement with HCP with respect to the subject matter of the HCP Agreement, if such amendment or other agreement would provide HCP with nominating rights that are more favorable than those provided to BlackRock hereunder or are otherwise materially adverse to BlackRock. Without limiting the foregoing, in the event that the Company enters into or amends, modifies or waives (as distinct from a consent or approval provided for therein) any provision of a stockholder agreement between the Company and any other stockholder that involves the grant of rights to a stockholder that are superior, taking into account the impact of differences in levels of stockholding, regulatory status, noncompetition provisions and other similar matters (the “Contractual Superior Rights”), to those belonging to BlackRock under this Agreement, the Company shall offer BlackRock the opportunity to obtain such Contractual Superior

Agreements with Other Stockholders. Each party hereto acknowledges that the Company is entering into a separate stockholder agreement with HC Partners BlackRock Mortgage Ventures, LLC, a Delaware limited liability company (“HCPBlackRock”) on or about the date hereof (the “HCP BlackRock Agreement”) which provides HCP BlackRock with essentially the same nominating and other rights as those provided to BlackRock HCP hereunder. Without the prior written consent of BlackRockHCP, the Company shall not amend the HCP BlackRock Agreement, or enter into any other agreement with HCP BlackRock with respect to the subject matter of the HCP BlackRock Agreement, if such amendment or other agreement would provide HCP BlackRock with nominating rights that are more favorable than those provided to BlackRock HCP hereunder or are otherwise materially adverse to BlackRockHCP. Without limiting the foregoing, in the event that the Company enters into or amends, modifies or waives (as distinct from a consent or approval provided for therein) any provision of a stockholder agreement between the Company and any other stockholder that involves the grant of rights to a stockholder that are superior, taking into account the impact of differences in levels of stockholding, regulatory status, noncompetition provisions and other similar matters (the “Contractual Superior Rights”), to those belonging to BlackRock HCP under this Agreement, the Company shall offer BlackRock HCP the opportunity to obtain such Contractual SuperiorSuperior Rights. The Company shall notify HCP prior to the time such rights become effective and shall afford it the opportunity for at least 20 days to determine whether or not it wishes to obtain such Contractual Superior Rights.

Agreements with Other Stockholders. Each party hereto acknowledges that the Company is entering into a separate amended and restated stockholder agreement with HC Partners BlackRock Mortgage Ventures, LLC, a Delaware limited liability company (“HCPBlackRock”) on or about the date hereof (the “HCP BlackRock Agreement”) which provides HCP BlackRock with essentially the same nominating and other rights as those provided to BlackRock HCP hereunder. Without the prior written consent of BlackRockHCP, the Company shall not amend the HCP BlackRock Agreement, or enter into any other agreement with HCP BlackRock with respect to the subject matter of the HCP BlackRock Agreement, if such amendment or other agreement would provide HCP BlackRock with nominating rights that are more favorable than those provided to BlackRock HCP hereunder or are otherwise materially adverse to BlackRockHCP. Without limiting the foregoing, in the event that the Company enters into or amends, modifies or waives (as distinct from a consent or approval provided for therein) any provision of a stockholder agreement between the Company and any other stockholder that involves the grant of rights to a stockholder that are superior, taking into account the impact of differences in levels of stockholding, regulatory status, noncompetition provisions and other similar matters (the “Contractual Superior Rights”), to those belonging to BlackRock HCP under this Agreement, the Company shall offer BlackRock HCP the opportunity to obtain such Contractual SuperiorSuperior Rights. The Company shall notify HCP prior to the time such rights become effective and shall afford it the opportunity for at least 20 days to determine whether or not it wishes to obtain such Contractual Superior Rights.

Agreements with Other Stockholders. Each party hereto acknowledges that the Company is entering into a separate amended and restated stockholder agreement with HC Partners LLC, a Delaware limited liability company (“HCP”) on or about the date hereof (the “HCP Agreement”) which provides HCP with essentially the same nominating and other rights as those provided to BlackRock hereunder. Without the prior written consent of BlackRock, the Company shall not amend the HCP Agreement, or enter into any other agreement with HCP with respect to the subject matter of the HCP Agreement, if such amendment or other agreement would provide HCP with nominating rights that are more favorable than those provided to BlackRock hereunder or are otherwise materially adverse to BlackRock. Without limiting the foregoing, in the event that the Company enters into or amends, modifies or waives (as distinct from a consent or approval provided for therein) any provision of a stockholder agreement between the Company and any other stockholder that involves the grant of rights to a stockholder that are superior, taking into account the impact of differences in levels of stockholding, regulatory status, noncompetition provisions and other similar matters (the “Contractual Superior Rights”), to those belonging to BlackRock under this Agreement, the Company shall offer BlackRock the opportunity to obtain such Contractual SuperiorSuperior Rights. The Company shall notify BlackRock prior to the time such rights become effective and shall afford it the opportunity for at least 20 days to determine whether or not it wishes to obtain such Contractual Superior Rights.