Common use of REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS. Each Contributor, severally and not jointly, hereby represents and warrants solely as to itself, himself or herself, as applicable, to the other parties as follows: SECTION 8.1 The number and kind of PNMAC Units and Existing Class B Shares listed opposite such Contributor’s name on Exhibit A hereto represents all of the PNMAC Units and Existing Class B Shares that such Contributor beneficially owns and such Contributor has no existing options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition (i) from PNMAC of any additional PNMAC Units, other than rights expressly set forth in the Current PNMAC LLC Agreement, or (ii) from New Parent of any additional shares of New Parent Common Stock, other than any outstanding Existing Parent Awards under any Existing Parent Plans. SECTION 8.2 Contributor is the beneficial owner of and has good and valid title to the PNMAC Units and Existing Class B Shares that he, she or it owns as set forth on Exhibit A hereto free and clear of all liens, claims, encumbrances, trusts, pledges, mortgages, options, and other restrictions of any kind or nature whatsoever (in each case, other than any liens, claims, encumbrances, trusts, pledges, mortgages, options or restrictions of any kind imposed by the Current PNMAC LLC Agreement), and has the unrestricted power to sell, assign, transfer, convey and deliver the PNMAC Units to New Parent. The Contributor has not granted any third party any rights in the PNMAC Units or Existing Class B Shares that it owns. SECTION 8.3 Contributor is an individual or legal entity with full legal capacity to enter into and consummate the transactions contemplated by this Agreement and otherwise to carry out the obligations hereunder. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of such Contributor, enforceable in accordance with its terms. SECTION 8.4 The execution, delivery and performance of this Agreement by the Contributor does not conflict with or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Contributor or the PNMAC Units being contributed by Contributor pursuant to the terms hereof or the Existing Class B Shares are subject. SECTION 8.5 Each Contributor agrees that no Contributor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Contributor shall be liable to any other Contributor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the acquisition of the Contribution Shares. SECTION 8.6 If a Contributor is not a United States person, such Contributor hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with acquisition of the Contribution Shares or any use of this Agreement, including (a) the legal requirements within his jurisdiction for the acquisition of the Contribution Shares, (b) any foreign exchange restrictions applicable to such acquisition, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Contribution Shares. Such Contributor’s payment for, and his or her continued beneficial ownership of the Contribution Shares, will not violate any applicable securities or other laws of his or her jurisdiction. SECTION 8.7 Contributor has had an opportunity to review the federal, state and local tax consequences of the Contribution with his, her or its own tax advisors. SECTION 8.8 Contributor has not been in breach of any provision under any agreement related to the PNMAC Units or the Existing Class B Shares. SECTION 8.9 Contributor is not a party to any agreement pursuant to which it is obligated to dispose of the Contribution Shares to be received pursuant to this Agreement, and each Contributor has no present plan or intention to dispose of such Contribution Shares. SECTION 8.10 Contributor is not under the jurisdiction of a court in a title 11 or similar case (within the meaning of Section 368(a)(3)(A) of the Code) and the Contribution Shares will not be used to satisfy the indebtedness of such debtor.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS. Each Contributor, Contributor jointly and severally and not jointly, hereby represents and warrants solely as to itself, himself or herself, as applicable, to the other parties as follows: SECTION 8.1 The number and kind of PNMAC Units and Existing Class B Shares listed opposite such Contributor’s name on Exhibit A hereto represents all of the PNMAC Units and Existing Class B Shares that such Contributor beneficially owns and such Contributor has no existing options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition (i) from PNMAC of any additional PNMAC Units, other than rights expressly set forth in the Current PNMAC LLC Agreement, or (ii) from New Parent of any additional shares of New Parent Common Stock, other than any outstanding Existing Parent Awards under any Existing Parent Plans. SECTION 8.2 Contributor is the beneficial owner of and has good and valid title to the PNMAC Units and Existing Class B Shares that he, she or it owns Operating Partnership as set forth below (subject in each case to qualification by the disclosures in the disclosure schedule attached hereto as Schedule 3.2 (the “Disclosure Schedule”) and the Prospectus, including, without limitation, any matters for which a reserve has been established as reflected in the pro forma financial statements contained in the Prospectus), which representations and warranties are true and correct as of the date hereof and will (except to the extent relating to a specified date) be true and correct as of the date of Closing. Each Contributor acknowledges and agrees to be bound by the indemnification provisions contained in Section 3.4. Each Contributor hereby agrees to give the Operating Partnership prompt written notice of any information which makes any representation or warranty made by such Contributor hereunder on Exhibit A hereto free and clear of all liens, claims, encumbrances, trusts, pledges, mortgages, optionsthe date hereof untrue, and other restrictions in any event no later than five (5) business days of any kind or nature whatsoever obtaining such information. (in each casea) Organization: Authority: Qualification. Each Contributor if a natural person, other than any liens, claims, encumbrances, trusts, pledges, mortgages, options or restrictions of any kind imposed by the Current PNMAC LLC Agreement), and has the unrestricted power to sell, assign, transfer, convey and deliver the PNMAC Units to New Parent. The Contributor has not granted any third party any rights in the PNMAC Units or Existing Class B Shares that it owns. SECTION 8.3 Contributor is an individual or legal entity with full legal capacity to enter into the Agreement, each agreement contemplated hereby and consummate the transactions contemplated by this Agreement and otherwise to carry out the obligations hereunder. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of such Contributor, enforceable in accordance with its terms. SECTION 8.4 The execution, delivery and performance of this Agreement by the Contributor does not conflict with or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which the Contributor or the PNMAC Units being contributed by Contributor pursuant to the terms hereof or the Existing Class B Shares are subject. SECTION 8.5 Each Contributor agrees that no Contributor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Contributor shall be liable to any other Contributor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the acquisition of the Contribution Shares. SECTION 8.6 If a Contributor is transactions contemplated hereby; if not a United States natural person, such Contributor hereby represents that he or she has satisfied himself or herself as is duly formed, validly existing and in good standing (to the full observance of extent applicable) under the laws of his or her the jurisdiction of its formation and of each jurisdiction in connection with acquisition of the Contribution Shares or any use of which it is required to be qualified to do business. Each Contributor has all requisite power and authority to enter this Agreement, including (a) each agreement contemplated hereby and to carry out the legal requirements within his jurisdiction for the acquisition of the Contribution Shares, (b) any foreign exchange restrictions applicable to such acquisition, (c) any governmental or other consents that may need to be obtainedtransactions contemplated hereby, and (d) the income tax own, lease or operate its property and other tax consequencesto carry on its business as presently conducted and, if any, that may be relevant to the acquisitionextent required under applicable law, holdingis qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary. Each Intermediary Owner and Property Owner is duly formed, redemption, sale, or transfer of validly existing and in good standing (to the Contribution Shares. Such Contributor’s payment for, and his or her continued beneficial ownership of extent applicable) under the Contribution Shares, will not violate any applicable securities or other laws of his or her jurisdiction. SECTION 8.7 Contributor has had an opportunity to review the federal, state and local tax consequences of the Contribution with his, her or its own tax advisors. SECTION 8.8 Contributor has not been in breach of any provision under any agreement related to the PNMAC Units or the Existing Class B Shares. SECTION 8.9 Contributor is not a party to any agreement pursuant to which it is obligated to dispose of the Contribution Shares to be received pursuant to this Agreement, and each Contributor has no present plan or intention to dispose of such Contribution Shares. SECTION 8.10 Contributor is not under the jurisdiction of formation and each Intermediary Owner and Property Owner has the requisite power and authority to carry on its business as it is presently conducted and, to the extent required under applicable law, is qualified to do business in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, except where failure to be so qualified would not have a court material adverse effect on the assets, business or financial condition of such Intermediary Owner or Property Owner. The general partner, managing member or administrative member of each Intermediary Owner or Property Owner has delivered to the Operating Partnership true and correct copies of each entity’s organizational documents, with all amendments as in a title 11 effect on the date of this Agreement (collectively, the “Organizational Documents”). The Disclosure Schedule lists each Intermediary Owner and Property Owner, its jurisdiction of formation and each partner, member or similar case (within the meaning other equity owner of Section 368(a)(3)(A) such entity as of the Codedate hereof. The Disclosure Schedule lists the percentage interest of the Contributors and any third party holders of interests (direct or indirect) in each Intermediary Owner and in each Property Owner as of the Contribution Shares will not be used to satisfy the indebtedness of such debtordate hereof.

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS. Each Contributor4.1 Representations and Warranties of CBD Investor Stockholders (a) Such CBD Investor Stockholder is a limited partnership duly formed, severally validly existing and not jointlyin good standing under the laws of its jurisdiction of formation. (b) Such CBD Investor Stockholder owns, hereby represents beneficially and warrants solely as to itselfof record, himself or herself, as applicable, to the other parties as follows: SECTION 8.1 The number and kind of PNMAC Units and Existing Class B Shares listed CBD Investor Securities set forth opposite such ContributorCBD Investor Stockholder’s name on Exhibit A hereto represents all of the PNMAC Units and Existing Class B Shares that such Contributor beneficially owns and such Contributor has no existing optionsSchedule 2.1 attached hereto, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition (i) from PNMAC of any additional PNMAC Units, other than rights expressly set forth in the Current PNMAC LLC Agreement, or (ii) from New Parent of any additional shares of New Parent Common Stock, other than any outstanding Existing Parent Awards under any Existing Parent Plans. SECTION 8.2 Contributor is the beneficial owner of and has good and valid title to the PNMAC Units and Existing Class B Shares that he, she or it owns as set forth on Exhibit A hereto free and clear of all liens, claims, encumbrances, trusts, pledges, mortgages, options, any Lien and other restrictions free of any kind restriction on the right to vote, sell or nature whatsoever otherwise dispose of such CBD Investor Securities (in each case, other than any liens, claims, encumbrances, trusts, pledges, mortgages, options or restrictions of any kind imposed by the Current PNMAC LLC Agreementunder applicable securities Laws), and has the unrestricted power to sell, assign, transfer, convey and deliver the PNMAC Units to New Parent. The Contributor has not granted any third party any rights in the PNMAC Units or Existing Class B Shares that it owns. SECTION 8.3 Contributor is an individual or legal entity with (c) Such CBD Investor Stockholder has full legal capacity requisite power and authority to enter into execute, deliver and perform this Agreement and each other agreement to be executed and delivered by it at the Closing and to consummate the transactions contemplated by this Agreement hereby and otherwise to carry out the obligations hereunderthereby. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of such Contributor, enforceable in accordance with its terms. SECTION 8.4 The execution, delivery and performance of this Agreement and each other agreement to be executed and delivered by such CBD Investor Stockholder at the Closing, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary actions on the part of such CBD Investor Stockholder. No other corporate proceedings on the part of such CBD Investor Stockholder are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. (d) This Agreement has been duly and validly executed and delivered by such CBD Investor Stockholder and (assuming due authorization, execution and delivery by the Contributor does not conflict other parties hereto) constitutes the valid and binding obligation of such CBD Investor Stockholder, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or result similar laws affecting the rights of creditors generally and the availability of equitable remedies). Each other agreement to be executed and delivered by such CBD Investor Stockholder, when duly executed and delivered by such CBD Investor Stockholder, will (assuming due authorization, execution and delivery by the other parties hereto) constitute the valid and binding obligation of such CBD Investor Stockholder, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the breach rights of creditors generally and the availability of equitable remedies). (e) Neither the execution, delivery and performance of this Agreement by such CBD Investor Stockholder nor the consummation by such party of the transactions contemplated hereby, nor compliance by such CBD Investor Stockholder with any agreementof the terms or provisions of this Agreement, instrumentwill: (i) violate any provision of such Contributor’s Governing Documents, orderor (ii) assuming that the consents, judgmentapprovals and filings referred to in Section 4.1(f) are duly obtained and/or made, decree, law violate any Order or governmental regulation any Law applicable to which such CBD Investor Stockholder. (f) Except for: (i) any notices or filings under the Contributor HSR Act; (ii) such filings and approvals as are required to be made or obtained under the Securities Act or the PNMAC Units being contributed by Contributor pursuant to the terms hereof securities or the Existing Class B Shares are subject. SECTION 8.5 Each Contributor agrees that no Contributor nor the respective controlling persons, officers, directors, partners, agents, or employees “Blue Sky” laws of any Contributor shall be liable to any other Contributor for any action heretofore or hereafter taken or omitted to be taken by any of them various states in connection with the acquisition issuance of the Contribution Shares. SECTION 8.6 If a Contributor is not a United States person, such Contributor hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with acquisition of the Contribution Shares or any use of this Agreement, including (a) the legal requirements within his jurisdiction for the acquisition of the Contribution Shares, (b) any foreign exchange restrictions applicable to such acquisition, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Contribution Shares. Such Contributor’s payment for, and his or her continued beneficial ownership of the Contribution Shares, will not violate any applicable securities or other laws of his or her jurisdiction. SECTION 8.7 Contributor has had an opportunity to review the federal, state and local tax consequences of the Contribution with his, her or its own tax advisors. SECTION 8.8 Contributor has not been in breach of any provision under any agreement related to the PNMAC Units or the Existing Class B Shares. SECTION 8.9 Contributor is not a party to any agreement pursuant to which it is obligated to dispose of the Contribution Shares to be received Local Insight Membership Interests pursuant to this Agreement, ; and each Contributor has no present plan (iii) the consents or intention to dispose of such Contribution Shares. SECTION 8.10 Contributor is not under the jurisdiction of a court approvals listed in a title 11 or similar case (within the meaning of Section 368(a)(3)(A4.1(f) of the CodeContributor Disclosure Schedule, no consents or approvals of, or filings or registrations with, any Governmental Entity or other Person are necessary in connection with (A) the execution and delivery by either such CBD Investor Stockholder of this Agreement or (B) the Contribution Shares will not be used consummation of the transactions contemplated hereby. (g) There is no Order or Action pending or threatened, against such CBD Investor Stockholder that questions the validity of this Agreement or which seeks to satisfy enjoin or materially delay or impair the indebtedness ability of such debtorCBD Investor Stockholder to affect the consummation of the transactions contemplated hereby. (h) Neither such CBD Investor Stockholder nor any of its officers, directors or Affiliates has employed any broker or finder, incurred or will incur any liability for any broker’s fee, commission, finder’s fee or similar payment in connection with the transactions contemplated by this Agreement. (i) CBD Investor is a holding corporation that was formed solely for the purpose of holding the Company Class A Units and Company Class B Units. CBD Investor does not conduct any other business or operations other than holding the Company Class A Units and Class B Company Units and does not have any employees or other operations. Except for: (i) its ownership of Company Class A Units and Company Class B Units and (ii) its indirect ownership, through the Company, of limited liability company interests, capital stock or other equity interests of the Company Subsidiaries, CBD Investor does not beneficially own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. (j) The authorized capital of CBD Investor consists of 1,000,000 shares of common stock, par value $0.001 per share, of which 1,000,000 shares are issued and outstanding. All the issued and outstanding CBD Investor Securities: (i) have been duly authorized and validly issued; (ii) are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof; (iii) are owned, beneficially and of record, by such CBD Investor Stockholders in the amounts set forth in Schedule 2.1; and (iv) have been offered, issued, sold and delivered by CBD Investor in compliance with applicable federal and state securities Laws. Except as set forth in Schedule 2.1, there are no other authorized or outstanding equity securities of CBD Investor. CBD Investor does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments, preemptive rights, redemption obligations or agreements of any character calling for the purchase, issuance or registration of any CBD Investor Securities, any other equity interests of CBD Investor or any securities representing the right to purchase, redeem or otherwise receive any CBD Investor Securities or other equity interests of CBD Investor. (k) The CBD Investor Stockholders acknowledge and agree that the aggregate principal amount, interest and any other fees owed to the CBD Investor Stockholders by CBD Investor pursuant to six Notes issued by CBD Investor to the CBD Investor Stockholders dated July 30, 2003 and one Note issued by CBD Investor to Spectrum Equity Investors Parallel IV, L.P. dated June 23, 2003 has been paid in full and all notes evidencing such indebtedness have been cancelled.