Common use of Treatment of Certain Material Agreements Clause in Contracts

Treatment of Certain Material Agreements. Effective as of the Effective Time, the applicable parties agree as follows: (a) Existing Parent and BlackRock Mortgage Ventures, LLC (“BlackRock”) hereby agree that that certain Stockholder Agreement, dated as of May 8, 2013, by and between Existing Parent and BlackRock (the “BlackRock Stockholder Agreement”) shall be amended and restated in its entirety to take the form set forth on Exhibit G hereto, in order to, among other things, provide for the assumption of Existing Parent’s obligations thereunder by New Parent, and New Parent hereby agrees to become a party to the amended and restated BlackRock Stockholder Agreement and assumes and agrees to perform all of its obligations thereunder. (b) Existing Parent and HC Partners LLC (“HCP”) hereby agree that that certain Stockholder Agreement, dated as of May 8, 2013, by and between Existing Parent and HCP (the “HCP Stockholder Agreement”) shall be amended and restated in its entirety to take the form set forth on Exhibit H hereto, in order to, among other things, provide for the assumption of Existing Parent’s obligations thereunder by New Parent, and New Parent hereby agrees to become a party to the amended and restated HCP Stockholder Agreement and assumes and agrees to perform all of its obligations thereunder. (c) Existing Parent, PNMAC and the Contributors (including without limitation BlackRock and HCP) hereby agree that that certain Exchange Agreement, dated as of May 8, 2013, by and among Existing Parent, PNMAC and the Contributors, as amended by that certain First Amendment to Exchange Agreement, dated as of November 16, 2017, by and among Existing Parent, PNMAC, BlackRock, HCP, Xxxxxxx Family Investments, LLC and Xxxxxxxx X. Xxxxxxx (the “Exchange Agreement”) shall terminate as of the Effective Time and shall be of no further force and effect. (d) Existing Parent and the Contributors hereby agree that that certain Registration Rights Agreement, dated as of May 8, 2013, by and among Existing Parent, the Contributors, and certain other former members of PNMAC who have previously exchanged PNMAC Units prior to the date hereof (the “Registration Rights Agreement”) shall be amended and restated in its entirety to take the form set forth on Exhibit I hereto, in order to, among other things, provide for the assumption of Existing Parent’s obligations thereunder by New Parent, and New Parent hereby agrees to become a party to the amended and restated Registration Rights Agreement and assumes and agrees to perform all of its obligations thereunder. (e) Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to those certain indemnification agreements entered into from time to time by and between Existing Parent and each of its directors and certain of its officers. (f) Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to (i) that certain Employment Agreement, dated as of December 8, 2015, by and among PNMAC, Existing Parent and Xxxxxxxx X. Xxxxxxx, as amended by that certain First Amendment to Employment Agreement, dated as of April 5, 2017, by and among PNMAC, Existing Parent and Xxxxxxxx X. Xxxxxxx, (ii) that certain Employment Agreement, dated as of December 8, 2015, by and among PNMAC, Existing Parent and Xxxxx X. Xxxxxxx, as amended by that certain First Amendment to Employment Agreement, dated as of April 5, 2017, by and among PNMAC, Existing Parent and Xxxxx X. Xxxxxxx, and (iii) any employment offer letters or similar agreements with Existing Parent’s officers and employees. (g) Pursuant to Section 7.11 of the Tax Receivable Agreement, dated as of May 8, 2013, by and among Existing Parent, PNMAC and the members listed thereto (the “TRA”), as a result of the Reorganization, Existing Parent and New Parent will become members of an affiliated or consolidated group of corporations such that the provisions, payments and other applicable items of the TRA are applied with respect to the group as a whole and New Parent shall be an obligor with respect to amounts payable under the TRA.

Treatment of Certain Material Agreements. Effective as of the Effective Time, the applicable parties agree as follows: (a) Existing Parent PubCo, New PubCo and BlackRock Mortgage Ventures, LLC (“BlackRock”) Holdings each hereby agree that to cause that certain Stockholder Stockholders’ Agreement, dated as of May March 8, 20132023 (the “Existing Stockholders Agreement”), by and between Existing Parent PubCo, Holdings and BlackRock (the “BlackRock Stockholder Agreement”) shall other Principal Stockholders, to be amended and restated at the Effective Time in its entirety substantially the same form as the Existing Stockholders Agreement (the Existing Stockholders Agreement, as so amended and restated, the “A&R Stockholders Agreement”), except for such amendments as are necessary to take cause (i) the form set forth on Exhibit G heretoexisting rights and obligations of PubCo under the Existing Stockholders Agreement to become substantively equivalent rights and obligations of New PubCo under the A&R Stockholders Agreement and (ii) the existing rights and obligations of the Principal Stockholders under the Existing Stockholders Agreement with respect to the PubCo Board, in order to, among other things, provide for the assumption of Existing Parent’s PubCo Common Stock or otherwise relating to PubCo to become substantively equivalent rights and obligations thereunder by under the A&R Stockholders Agreement with respect to the New Parent, PubCo Board and the New Parent PubCo Common Stock or to otherwise relate to New PubCo. New PubCo and Holdings each hereby agrees to become a party to the amended and restated BlackRock Stockholder A&R Stockholders Agreement and assumes to assume and agrees agree to perform all of its obligations thereunder. (b) Existing Parent PubCo and HC Partners LLC (“HCP”) New PubCo hereby agree that that certain Stockholder Agreement, dated as of May 8, 2013, by and between Existing Parent and HCP (the “HCP Stockholder Agreement”) shall be amended and restated in its entirety to take the form set forth on Exhibit H hereto, in order to, among other things, provide for the assumption of Existing Parent’s obligations thereunder by New Parent, and New Parent hereby agrees to become a party to the amended and restated HCP Stockholder Agreement and assumes and agrees to perform all of its obligations thereunder. (c) Existing Parent, PNMAC and the Contributors (including without limitation BlackRock and HCP) hereby agree that that certain Exchange Agreement, dated as of May 8, 2013, by and among Existing Parent, PNMAC and the Contributors, as amended by that certain First Amendment to Exchange Agreement, dated as of November 16, 2017, by and among Existing Parent, PNMAC, BlackRock, HCP, Xxxxxxx Family Investments, LLC and Xxxxxxxx X. Xxxxxxx (the “Exchange Agreement”) shall terminate as of the Effective Time and shall be of no further force and effect. (d) Existing Parent and the Contributors hereby agree that cause that certain Registration Rights Agreement, dated as of May March 8, 20132023 (the “Existing Registration Rights Agreement”), by and among PubCo and certain of the Legacy Owners, to be amended and restated at the Effective Time in substantially the same form as the Existing ParentRegistration Rights Agreement (the Existing Registration Rights Agreement, as so amended and restated, the Contributors, and certain other former members of PNMAC who have previously exchanged PNMAC Units prior to the date hereof (the “A&R Registration Rights Agreement”), except for such amendments as are necessary to cause (i) shall be amended the existing rights and restated in its entirety obligations of PubCo under the Existing Registration Rights Agreement with respect to take the form set forth on Exhibit I hereto, in order to, among other things, provide for Existing PubCo Common Stock to become substantively equivalent rights and obligations of New PubCo under the assumption A&R Registration Rights Agreement with respect to the New PubCo Common Stock and (ii) the existing rights and obligations of such Legacy Owners under the Existing Registration Rights Agreement with respect to their shares of Existing Parent’s PubCo Common Stock to become the substantively equivalent rights and obligations thereunder under the A&R Registration Rights Agreement with respect to the shares of New PubCo Common Stock received by such Legacy Owners in connection with the Reorganization. New Parent, and New Parent PubCo hereby agrees to become a party to the amended and restated A&R Registration Rights Agreement and assumes to assume and agrees agree to perform all of its obligations thereunder. (e) Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to those certain indemnification agreements entered into from time to time by and between Existing Parent and each of its directors and certain of its officers. (f) Existing Parent hereby assigns to New Parent, and New Parent hereby assumes and agrees to perform, all obligations of Existing Parent pursuant to (i) that certain Employment Agreement, dated as of December 8, 2015, by and among PNMAC, Existing Parent and Xxxxxxxx X. Xxxxxxx, as amended by that certain First Amendment to Employment Agreement, dated as of April 5, 2017, by and among PNMAC, Existing Parent and Xxxxxxxx X. Xxxxxxx, (ii) that certain Employment Agreement, dated as of December 8, 2015, by and among PNMAC, Existing Parent and Xxxxx X. Xxxxxxx, as amended by that certain First Amendment to Employment Agreement, dated as of April 5, 2017, by and among PNMAC, Existing Parent and Xxxxx X. Xxxxxxx, and (iii) any employment offer letters or similar agreements with Existing Parent’s officers and employees. (g) Pursuant to Section 7.11 of the Tax Receivable Agreement, dated as of May 8, 2013, by and among Existing Parent, PNMAC and the members listed thereto (the “TRA”), as a result of the Reorganization, Existing Parent and New Parent will become members of an affiliated or consolidated group of corporations such that the provisions, payments and other applicable items of the TRA are applied with respect to the group as a whole and New Parent shall be an obligor with respect to amounts payable under the TRA.