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 Company and the Pine Brook Entities Stockholders shall take all Necessary Action to cause the Board to consist of nine members and their Affiliates collectively Beneficially Own Common Shares representing 35% or more to cause one of such members to consist of the Pine Brook Entities’ Post-IPO Sharesnominee designated by the Stockholders hereunder (the “Stockholder Director”); provided, that the Pine Brook Entities shall have Nominating and Governance Committee of the right Board (the “Nominating and Governance Committee”) may choose not to nominate one individual who satisfies a Stockholder Director if it determines such person is not a suitable candidate for membership on the requirements Board or if the election of applicable law and such candidate to the independence requirements imposed by Board would result in the rules Board failing to comply with any rule or regulation of the Commission or any national securities exchange on which the Company’s Common Shares may be Stock is listed or traded for election admitted to trading, and if the Nominating and Governance Committee so chooses not to nominate a Stockholder Director, then the Stockholders may designate a replacement director nominee until a Stockholder Director that is a suitable candidate, as determined by the Nominating and Governance Committee, is nominated. The Nominating and Governance Committee shall take all Necessary Action to ensure that the Stockholders are able to designate a member to the BoardBoard pursuant to this Section 2.1(a). The designation rights in this Section 2.1(a) shall be separate and in addition to any rights to designate, and, if appoint or elect a member of the Board is comprised of different classes with staggered terms of service, such designee shall be nominated for election pursuant to the class with Certificate of Designation (the longest term “Certificate of serviceDesignation”) for the Company’s Special Voting Preferred Stock (the “Preferred Stock”). A nominee shall not be eligible to serve as a Stockholder Director if such nominee is prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the Xxxxxxx Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Company’s Common Stock is listed or admitted to trading (the “Qualification Requirement”). For the avoidance of doubt, the number of Stockholder Directors serving on the Board at any given time shall never exceed one. (b) In Subject to the event that any designee other provisions of the Pine Brook Entities under this Section 2.1 shall for any reason cease to serve 2.1, the Stockholder Director designated by the Stockholders and elected as a member of the Board during shall serve as the Stockholder Director until the expiration of his or her term of office office, and in such case the Stockholders may designate a successor Stockholder Director in accordance with Section 2.1(a) hereof upon prompt written notice to the Company; provided, that the Stockholders must provide the Company with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 2.1(a) hereof. (such former Board memberc) In the event that the Stockholder Director fails to satisfy the Qualification Requirement, the Stockholders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Company (a “Former DirectorResignation Notice”), to cause the Stockholder Director who at any given time is disqualified from serving on the Board pursuant to this Section 2.1(c), to resign from the Board and any applicable committee thereof effective immediately or to cause such Stockholder Director to be removed from the Board in accordance with Section 2.1(d). (d) In the event of the resignation, death or removal (for cause or otherwise) of any Stockholder Director from the Board, the Stockholders shall have the right for the ensuing 90 days, or such longer period as agreed to by the Board, subject to the other provisions of this Section 2.1, to designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that the Stockholders fail to designate a director to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall be have the right to retain the resulting vacancy on the Board or designate an individual recommended by the Nominating and Governance Committee to fill such vacancy, in each case until the Stockholders designate a successor Stockholder Director to the Board to fill the resulting vacancy on the Board (and any applicable committee thereof). In the event that such vacancy has been filled by an the Board, the Company shall take Necessary Action to cause the individual designated by the Pine Brook Entities (a “Replacement Director”) so long as Board to fill the Pine Brook Entities resulting vacancy to resign from the Board, and the Stockholders shall have the right to nominate designate a successor Stockholder Director to fill the vacancy resulting from such director pursuant to resignation in accordance with the first sentence of this Section 2.12.1(d). (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 Xxxxx Xxxxxxx as the GoldenTree Nominee and the Company agrees that the Board shall take all corporate action necessary to appoint Xxxxx Xxxxxxx 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. (ai) 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 The Shareholder Representative 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 designate individuals for nomination for election to the Board, and, if and the Company shall cause such individuals to be nominated for election to the Board as follows: (1) for so long as the Shareholder Representative Percentage Interest equals or exceeds 22.5%, the Shareholder Representative shall be entitled to designate two persons for nomination and election to the Board; and (2) at such time as the Shareholder Representative Percentage Interest falls below 22.5%, but is comprised not less than 11.25%, the Shareholder Representative shall be entitled to designate one person for nomination and election to the Board. Persons designated by the Shareholder Representative in accordance with the foregoing sentence shall be referred to as the “Shareholder Designees.” In addition, for so long as Xxxxxx X. Tutor serves as the Chief Executive Officer of different classes with staggered terms of servicethe Company, such designee he shall be nominated for election to the class Board (the “CEO Director”). The remaining members of the Board shall be nominated by the Nominating and Governance Committee in accordance with the longest term Governing Documents of servicethe Company (or for the composition of the Board as of the Effective Time pursuant to Section 2(b), selected by the Nominating and Governance Committee of the Company in accordance with the Governing Documents of the Company) (the “Other Directors”). (bii) At each meeting of the shareholders of the Company held after the Effective Time at which directors of the Company are to be elected, the Company agrees to nominate for election, and recommend that the shareholders elect, to the Board each Shareholder Designee that the Shareholder Representative is entitled to designate for nomination and election at that time, in accordance with the provisions of Section 2(c)(i), and, subject to the requirements of Section 2(c)(i), the CEO Director; provided, however, that notwithstanding anything to the contrary in this Section 2, the Company (and its Board) shall be under no obligation to recommend to the shareholders or vote in favor of a Shareholder Designee to the extent that (1) the Board (or the Nominating and Governance Committee thereof) determines in good faith that the nomination or recommendation of such nominee by the Board (A) would be prohibited by, or cause the composition of the Board as a whole to fail to satisfy, any Applicable Law or any applicable eligibility, listing, or governance standard or requirement of the NYSE (or any other securities exchange on which the Company Common Stock is subsequently listed or is sought to be listed); or (B) would reasonably be expected to violate the Board’s duties under Applicable Law because (I) such nominee is unfit to serve as a director of an NYSE-listed company or (II) service by such nominee as a director would reasonably be expected to violate Applicable Law; or (2) if the Shareholder Representative is not Xxxxxx X. Tutor, in the good faith judgment of the Board (or the Nominating and Governance Committee thereof), in light of the Company’s then applicable eligibility criteria for nominees to the Board, such Shareholder Designee lacks suitable professional qualifications or an appropriate level of experience for service as a member of a board of directors of a publicly traded company of the size and stature of the Company or otherwise does not meet such eligibility criteria in any material respect. (iii) In the event that any designee the Shareholder Representative loses the right to designate to the Board one or more designees provided for in Section 2(c)(i), such designee(s) shall resign immediately upon receiving notice from the Nominating and Corporate Governance Committee of the Pine Brook Entities under Board that such committee has identified a replacement director, and, in any event, shall resign no later than 60 days after the Shareholder Representative loses the right to designate such designee(s) to the Board. In such event, the Board seat formerly occupied by such designee shall become a seat for a director to be selected solely by the Nominating and Corporate Governance Committee or the Board. At its option, the Board may fill the vacancy in accordance with the Governing Documents or, subject to the terms of the Governing Documents and Applicable Law, may reduce its size by the number of vacated board seats. In addition, at such time as Xxxxxx X. Tutor ceases to serve as the Chief Executive Officer of the Company, (A) the Shareholder Representative shall request one Shareholder Designee selected by the Shareholder Representative to resign, (B) upon the resignation of such director as contemplated by clause (A) or the resignation of the other Shareholder Designee, the Shareholder Representative may nominate for election Xxxxxx X. Tutor to be a Shareholder Designee to fill such vacancy as provided in Section 2(c)(iv) in lieu of his then existing directorship, which shall be subject to being filled as provided in clause (D) below, (C) if no Shareholder Designee shall have resigned as contemplated by clause (C) within sixty (60) days of his ceasing to serve as the Chief Executive Officer of the Company, then Xxxxxx X. Tutor shall resign, and (D) the Board seat previously held by Xxxxxx X. Tutor as the CEO Director shall become a seat for a director to be selected solely by the Nominating and Corporate Governance Committee of the Board and the provisions of this Section 2.1 2(c)(iii) shall apply to the seat that he previously held. To the extent necessary to give effect to the terms of this Section 2(c)(iii) in a manner that complies with Applicable Law, each person who is a Shareholder Designee and the CEO Director shall, as a condition of his or her appointment or nomination (both initially and annually thereafter), be required to provide to the Nominating and Governance Committee a signed, undated letter of resignation that shall be available to be accepted by the Nominating and Governance Committee only when required to give effect to the terms of this Section 2(c)(iii). (iv) As long as the Shareholder Representative has any right to designate one or more persons for nomination for election to the Board, as specified in Section 2(c)(i), at any reason cease time at which a vacancy shall be created on the Board as a result of the death, disability, retirement, resignation, removal or otherwise of such designee, the Shareholder Representative shall be entitled to designate for appointment by the remaining directors of the Company under the Governing Documents an individual to fill such vacancy and to serve as a member of the Board during his term of office (such former Board member, a “Former Director”), the resulting vacancy director on the Board Board; provided, that such designee shall be filled by an individual designated by subject to satisfying the Pine Brook Entities (qualification standards set forth in the proviso to Section 2(c)(ii) to the same extent as a “Replacement Director”) so long as nominee for election to the Pine Brook Entities have the right to nominate such director pursuant to this Section 2.1Board. (cv) The Each Shareholder agrees to vote, in person or by proxy, or to act by written consent (if applicable) with respect to, all shares of Company hereby agreesCommon Stock owned by it to cause the election of the CEO Director and each of the Shareholder Designees and the Other Directors (in each case in accordance with the requirements, and subject to the limitations, of Section 2.1(a2(c)(i), to (i) include the director nominee to which the Pine Brook Entities are entitled on each slate of nominees when nominated 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 other steps within its control (including, without limitation, calling special meetings such Shareholder’s power to ensure that the composition 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 is as set forth in this Section 2.12. (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.