Common use of Financial Debt Clause in Contracts

Financial Debt. The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documents; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a); (iii) Financial Debt of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other Subsidiary; (iv) Financial Debt incurred pursuant to Securitization Transactions; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding; (vi) Guaranties by the Guarantor of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation; (viii) Financial Debt in respect of subordinated securities of the Guarantor so long as (a) the obligations of the Guarantor thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor under the Guaranteed Documents, (b) no Subsidiary of the Guarantor has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000; and (xvi) any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448

Financial Debt. The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documents;; Parent Guaranty (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a); (iii) Financial Debt of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other Subsidiary; (iv) Financial Debt incurred by Securitization Subsidiaries pursuant to Securitization Transactions; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 100,000,000 at any time outstanding; (vi) Guaranties by the Guarantor of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation; (viii) Financial Debt in respect of subordinated securities of the Guarantor so long as (a) the obligations of the Guarantor thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor under the Guaranteed Documents, (b) no Subsidiary of the Guarantor has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding[Reserved]; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing;; Parent Guaranty (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000300,000,000; and (xvi) any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documents; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a); (iii) Financial Debt of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other Subsidiary; (iv) Financial Debt incurred by Securitization Subsidiaries pursuant to Securitization Transactions; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 100,000,000 at any time outstanding; (vi) Guaranties by the Guarantor of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation; (viii) Financial Debt in respect of subordinated securities of the Guarantor so long as (a) the obligations of the Guarantor thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor under the Guaranteed Documents, (b) no Subsidiary of the Guarantor has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding[Reserved]; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000300,000,000; and (xvi) any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documents; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a); (iii) Financial Debt of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other Subsidiary; (iv) Financial Debt incurred by Securitization Subsidiaries pursuant to Securitization Transactions; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 100,000,000 at any time outstanding; (vi) Guaranties by the Guarantor of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation; (viii) Financial Debt in respect of subordinated securities of the Guarantor so long as (a) the obligations of the Guarantor thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor under the Guaranteed Documents, (b) no Subsidiary of the Guarantor has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding[reserved]; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000300,000,000; and (xvi) any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documentshereunder; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on in Schedule 4.04(a)II and extensions, renewals and replacements of any such Debt that (A) does not include Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Debt being extended, renewed or replaced and (C) is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Debt being renewed or replaced; (iii) Financial Debt of the Guarantor Borrower to any Subsidiary and of any Subsidiary to the Guarantor Borrower or any other Subsidiary; (iv) Financial Debt of the Borrower in an aggregate principal amount not to exceed $150,000,000 incurred pursuant under a revolving credit facility on terms reasonably satisfactory to Securitization Transactionsthe Arranger and the Majority Lenders; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 25,000,000 at any time outstanding; (vi) Guaranties by the Guarantor Borrower of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a5.03(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor Borrower as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor Borrower has any obligation; (viii) Financial Debt in respect of other subordinated securities of the Guarantor Borrower so long as (a) the obligations of the Guarantor Borrower thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations obligations of the Guarantor Borrower under the Guaranteed Documentsthis Agreement, (b) no Subsidiary of the Guarantor Borrower has any obligations thereunder and (c) such other subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor Borrower shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Permanent Financing of the Borrower so long as (a) the obligations of the Borrower thereunder are unsecured, (b) no Subsidiary of the Borrower has any obligations thereunder, (c) such Permanent Financing does not have any required amortization, maturity, mandatory put, redemption, prepayment or other similar provisions or requirement and is not payable, falling due or capable of falling due, prior to at least 91 days after the Maturity Date and (d) the Net Cash Proceeds thereof are applied to reduce the Commitments or prepay the Loans as required hereunder; (x) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, provided that the aggregate principal amount of Financial Debt permitted by this clause (x) shall not exceed $75,000,000 150,000,000 at any time outstanding; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause (xi) shall not exceed $75,000,000 50,000,000 at any time outstanding;; and (xivxii) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection associated with the Hanover Credit Agreement; providedCitySquare Project, provided that the aggregate principal amount of Financial Debt permitted by this clause (xii) shall not exceed $200,000,000; and (xvi) 50,000,000 at any extension, renewal or replacement time outstanding. The proceeds of any of the foregoing Financial Debt that incurred pursuant to this clause (Aa) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (Bshall be applied as required by Sections 2.04(c) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a2.09(c), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (ia) Financial Debt created under the Guaranteed Documentshereunder; (iib) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a)6.02; (iiic) Financial Debt of the Guarantor Borrower to any Subsidiary and of any Subsidiary to the Guarantor Borrower or any other Subsidiary; (ivd) Financial Debt incurred by Securitization Subsidiaries pursuant to Securitization Transactions; (ve) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (ve) shall not exceed $50,000,000 100,000,000 at any time outstanding; (vif) Guaranties by the Guarantor Borrower of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a)6.02; (viig) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor Borrower or any trust or other special purpose entity formed by the Guarantor Borrower as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor Borrower has any obligation; (viiih) Financial Debt in respect of subordinated securities of the Guarantor Borrower so long as (ai) the obligations of the Guarantor Borrower thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor Borrower under the Guaranteed Documentsthis Agreement, (bii) no Subsidiary of the Guarantor Borrower has any obligations thereunder and (ciii) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Date, provided that the Guarantor Borrower shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (xA) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (yB) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ixi) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (xj) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding[Reserved]; (xik) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xiil) Financial Debt incurred by the Guarantor Borrower in addition to the foregoing; (xiiim) Financial Debt incurred by the Subsidiaries of the GuarantorBorrower, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xivn) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a6.02)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000; and (xvio) any Any extension, renewal or replacement of any of the foregoing Financial Debt that (Ai) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (Bii) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (Ciii) in the case of Financial Debt that is subordinated in right of payment under to the FacilityObligations, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a)6.02, the Guarantor Borrower will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (ia) through (xvo) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documentshereunder; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on Schedule 4.04(a)II; (iii) Financial Debt of the Guarantor Borrower to any Subsidiary and of any Subsidiary to the Guarantor Borrower or any other Subsidiary; (iv) Financial Debt incurred pursuant to Securitization Transactions; (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding; (vi) Guaranties by the Guarantor Borrower of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a5.03(a); (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor Borrower or any trust or other special purpose entity formed by the Guarantor Borrower as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor Borrower has any obligation; (viii) Financial Debt in respect of subordinated securities of the Guarantor Borrower so long as (a) the obligations of the Guarantor Borrower thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations of the Guarantor Borrower under the Guaranteed Documentsthis Agreement, (b) no Subsidiary of the Guarantor Borrower has any obligations thereunder and (c) such subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Commitment Termination Date, provided that the Guarantor Borrower shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities; (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor Borrower in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the GuarantorBorrower, provided that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(aII));; and (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000; and (xvi) any Any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under to the FacilityObligations, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a5.03(a), the Guarantor Borrower will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.

Financial Debt. The Guarantor Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Financial Debt, except: (i) Financial Debt created under the Guaranteed Documentshereunder; (ii) Financial Debt and commitments to provide Financial Debt existing on the date hereof and set forth on in Schedule 4.04(a)II and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; (iii) Financial Debt of the Guarantor Borrower to any Subsidiary and of any Subsidiary to the Guarantor Borrower or any other Subsidiary;; and (iv) Financial Debt incurred pursuant to Securitization Transactions;. (v) Financial Debt in respect of capitalized lease obligations, synthetic lease obligations or secured by purchase money security interests, provided that the aggregate principal amount of Financial Debt permitted by this clause (v) shall not exceed $50,000,000 100,000,000 at any time outstanding; (vi) Guaranties by the Guarantor Borrower of Financial Debt incurred by its Subsidiaries otherwise permitted under this Section 4.04(a5.03(a);; Credit Agreement NY3:#7412630v16 (vii) Financial Debt in respect of Hybrid Securities, Disqualified Equity Interests and Preferred Securities issued by the Guarantor or any trust or other special purpose entity formed by the Guarantor as to which no Subsidiary (other than any such trust or other special purpose entity) of the Guarantor has any obligation; (viii) Financial Debt in respect of other subordinated securities of the Guarantor Borrower so long as (a) the obligations of the Guarantor Borrower thereunder are unsecured and fully subordinated as to payment and performance in all respects to all of the Obligations obligations of the Guarantor Borrower under the Guaranteed Documentsthis Agreement, (b) no Subsidiary of the Guarantor Borrower has any obligations thereunder and (c) such other subordinated securities do not have any required amortization, maturity, Parent Guaranty DC 58448 mandatory put, redemption, repayment, or other similar provision or requirement, or any cash interest thereon, and in any event is not payable, falling due or capable of falling due, prior to at least 91 days after the Final Maturity Commitment Termination Date, provided that the Guarantor Borrower shall be permitted to make cash interest payments pursuant to the terms of such other subordinated securities so long as (x) no payment Default or Event of Default under the Hanover Credit Agreement so long as the Hanover Credit Agreement is in full force and effect and, otherwise, under the Facility Agreement has occurred and is continuing and (y) the interest rate in respect thereof shall be based on prevailing market rates at the time of issuance of such other subordinated securities;; and (ix) Financial Debt in respect of borrowings from a Federal Home Loan Bank in the ordinary course of business and on ordinary business terms pursuant to a membership in such Federal Home Loan Bank; (x) Financial Debt associated with the CitySquare Project; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $75,000,000 at any time outstanding; (xi) Financial Debt assumed in connection with any Acquisition, provided that such Financial Debt is not incurred in contemplation of such Acquisition and no other Subsidiary (other than the Subsidiary being acquired, if applicable) has any liability or obligations in respect of such Financial Debt; (xii) Financial Debt incurred by the Guarantor in addition to the foregoing; (xiii) Financial Debt incurred by the Subsidiaries of the Guarantor, provided that the aggregate principal amount of Financial Debt permitted by this clause (ix) shall not exceed $75,000,000 100,000,000 at any time outstanding; (xiv) Financial Debt in respect of letters of credit issued for the benefit of Insurance Regulatory Authorities and letters of credit issued in support of funds at the Society and Corporation of Lloyd’s requirements (including any such Financial Debt set forth on Schedule 4.04(a)); (xv) Financial Debt incurred in connection with the Hanover Credit Agreement; provided, that the aggregate principal amount of Financial Debt permitted by this clause shall not exceed $200,000,000; and (xvi) any extension, renewal or replacement of any of the foregoing Financial Debt that (A) does not include Financial Debt of an obligor that was not an obligor with respect to the Financial Debt being extended, renewed or replaced, (B) does not increase the outstanding principal amount of the Financial Debt being extended, renewed or replaced except by an amount equal to unpaid accrued interest thereon, prepayment premiums not exceeding 5% of the outstanding principal amount of such Financial Debt, and fees and expenses incurred in connection with such extension, renewal or replacement, and by an amount equal to any existing commitments unutilized thereunder and (C) in the case of Financial Debt that is subordinated in right of payment under the Facility, is subordinated to at least the same extent as, and has a maturity not earlier than, and weighted average life to maturity not shorter than, the Financial Debt being renewed or replaced. For purposes of determining compliance with this Section 4.04(a), the Guarantor will be entitled to divide an item of Financial Debt that meets the criteria of one of the categories of Financial Debt described in clauses (i) through (xv) above between such applicable clause and any other applicable clause. Parent Guaranty DC 58448.