Common use of Limitation on Indebtedness and Issuance of Preferred Stock Clause in Contracts

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties will not permit any of their Subsidiaries (other than the Borrower) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except: (a) Indebtedness and preferred stock outstanding as of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date); (b) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (e) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (i) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excluded.

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties Company will not, and will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company or any Subsidiary Guarantor may incur Indebtedness or the Company may issue shares of Disqualified Stock, if: (1) the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00 if such Indebtedness is incurred or such Disqualified Stock is issued, after giving pro forma effect to the incurrence or issuance thereof; and (2) if such Indebtedness is subordinated in right of payment to the Securities, the final Stated Maturity of such Indebtedness is later than the final Stated Maturity of the Securities and the Weighted Average Life to Maturity of such Indebtedness is greater than the remaining Weighted Average Life to Maturity of the Securities. The foregoing limitations will not apply to the incurrence by the Company or its Subsidiaries of Permitted Indebtedness, which means: (1) The Securities and the Subsidiary Guarantees issued on the Issuance Date and the Exchange Securities and Exchange Guarantees relating thereto issued in a Registered Exchange Offer pursuant to the Registration Rights Agreement; (2) the incurrence by the Company, any Subsidiary Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary of Indebtedness under a Credit Facility (and guarantees thereof by the Company's Restricted Subsidiaries) in an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $50.0 million or (ii) the Borrowing Base, less the aggregate amount of all Net Proceeds of Asset Sales applied to reduce permanently the commitment with respect to such Indebtedness pursuant to Section 3.5; (3) any Indebtedness of the Company and its Restricted Subsidiaries (other than under the BorrowerCredit Facility and the Securities) in existence on the date of original issuance of the Securities (after giving effect to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except:the application of the net proceeds of the sale of the Securities); provided that the 10.75% Senior Notes on the Issuance Date shall have been called for redemption in accordance with the applicable indenture; (a4) the incurrence of Indebtedness and preferred stock outstanding as by the Company or its Restricted Subsidiaries pursuant to letters of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase credit in the an aggregate principal amount thereof, other than by the amount not to exceed $1.0 million (such letters of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any credit being deemed to have a principal amount thereof to a date prior equal to the Revolving Credit Termination Datemaximum potential liability thereunder); (b5) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness pursuant to letters of credit or preferred stock Guarantees for the benefit of any Insurance Persons in which the Company or a Restricted Subsidiary incurred may make Permitted Investments pursuant to clause (4) or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness5) of the definition thereof, provided that for purposes of calculating the amount permitted to be invested pursuant to such Insurance Subsidiary and letters clause (4) or (5), any such letter of credit, bank guarantees, surety bonds credit or similar instruments issued for Guarantee shall be deemed to represent an Investment in such Person by the account of any Insurance Company or Restricted Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (e) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing)the maximum potential liability thereunder; (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (i) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excluded.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Loan Parties will Parent shall not, and shall not permit any of their its Restricted Subsidiaries to, Incur any Indebtedness (other than the BorrowerSecurities, the Note Guarantees, the Exchange Notes and the related Note Guarantees and other Indebtedness existing on the Issue Date) and the Parent shall not permit any of its Restricted Subsidiaries to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock; provided, excepthowever, that the Parent may Incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue preferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio would be greater than 2.0:1.0. Notwithstanding the foregoing, the Parent and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (1) the incurrence by the Parent and any Restricted Subsidiary of additional Indebtedness and letters of credit under the Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and such Restricted Subsidiary thereunder) (together with refinancings thereof) not to exceed the greater of (x) $220.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 herein and (y) the Borrowing Base; (2) Indebtedness owed (A) to the Parent, either Issuer or any Subsidiary Guarantor or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Parent or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if the Parent, either Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Securities, in the case of the Issuer, or the Note Guarantee, in the case of the Parent or a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clauses (1), (2), (5), (6), (7), (8), (10), (11), (12) and (13) and any refinancings thereof) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness and preferred stock outstanding the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities or a Note Guarantee shall only be permitted under this clause (3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of the Closing Date and any refinancingsdate of Incurrence of such new Indebtedness, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date does not mature prior to the Revolving Credit Termination Date)Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) such new Indebtedness is Incurred by the Parent, either Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary that is the obligor on the Indebtedness to be refinanced or refunded; (b4) Indebtedness of the Parent or preferred stock either Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of any Insurance Subsidiary incurred a Change in Control or issued in (B) deposited to defease the ordinary course of its business Securities as described under Sections 8.1 or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary 8.2 and letters of credit, bank guarantees, surety bonds or similar instruments issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary8.3; (c5) Guarantees of the Securities and Guarantees of Indebtedness of the Parent or any of its Restricted Subsidiaries by any other Restricted Subsidiary of the Parent; provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.15 herein; (6) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the normal course of business; provided, however, that such Indebtedness is extinguished within two business days of incurrence; (7) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds and payment obligations in connection with self-insurance or similar obligations (and letters of credit, bank guarantees, surety credit in respect thereof); (8) Indebtedness Incurred to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and appeal bonds, or performance bonds or other obligations acquisitions of the Capital Stock of a like nature arising Person that becomes a Restricted Subsidiary, to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Parent or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness outstanding at any time (together with any refinancing thereof) may not exceed $15.0 million; (9) the incurrence by the Parent or any of its Restricted Subsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) obligations under Commodity Agreements, Currency Agreements and Interest Rate Agreements designed primarily to protect the Parent or its Restricted Subsidiaries against fluctuations in commodity prices, foreign currency exchange rates or interest rates and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in commodity prices, foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (11) Indebtedness of any Foreign Subsidiary in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $5.0 million; (12) Acquired Indebtedness in connection with the consummation of the Acquisition on substantially the same terms as described in the ordinary course Offering Memorandum; (13) obligations relating to Banking Services; and (14) additional Indebtedness of business the Parent, either Issuer or any Subsidiary Guarantor (in addition to Indebtedness permitted under clauses (1) through (13) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $25.0 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.18 herein. (b) Notwithstanding any other provision of Section 4.4, the maximum amount of Indebtedness that may be outstanding pursuant to this Section 4.4 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.4, (x) Indebtedness Incurred under the Credit Agreement on the Acquisition Date shall be treated as Incurred pursuant to subclause (1) of the second paragraph of clause (a) of this Section 4.4, (y) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (z) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.16 shall not for capital raising be treated as Indebtedness. For purposes of determining compliance with this Section 4.4, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above (other than Indebtedness referred to in clause (x) of the preceding sentence), including under the first paragraph of clause (a), the Parent, in its sole discretion, may classify, and issued for the account from time to time may reclassify, such item of any Non-Regulated Operating Subsidiary;Indebtedness. (d) short-term The Obligors shall not Incur any Indebtedness (i.e. with a maturity of less than one year when issued, provided that if such Indebtedness may include an option is subordinate in right of payment to extend for up any other Indebtedness unless such Indebtedness is also subordinate in right of payment to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment the Securities (in the event case of catastrophe; the Issuers) or the Note Guarantees (e) Indebtedness in the case of the Parent or preferred stock of a any Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which IndebtednessGuarantor), in each case, exists at to the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (i) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excludedsame extent.

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties Borrower will not permit any of their its Subsidiaries (other than the Borrower) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except: (a) Indebtedness and preferred stock outstanding as of the Closing Date and, with respect to any Indebtedness in a principal amount in excess of $25,000,000, described on Schedule 7.2(a) hereto (it being understood that such Schedule will be delivered to the Administrative Agent prior to the Closing Date) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date); (b) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one one-year when issued, provided that such ) Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophecatastrophes; (d) Indebtedness of any mutual fund Subsidiary incurred to provide short-term (i.e. not anticipated to be outstanding for more than one year when incurred) liquidity to facilitate redemption payments by such mutual fund Subsidiary; (e) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation Person merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Partythe Borrower; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower);a Subsidiary; and (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Personsstock, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (ih) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excludedBorrower.

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties Borrowers will not permit any of their Subsidiaries (other than the BorrowerFund American) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except: (a) Indebtedness and preferred stock outstanding as of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date);. (b) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary;. (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) Indebtedness of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe;catastrophes. (ed) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing);. (fe) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party;Borrower. (gf) Guarantee Guarantees of Obligations made by a Subsidiary in respect of obligations of another a Subsidiary (other than the BorrowerFund American);. (h) Indebtedness under the Loan Documents; (ig) other Indebtedness or preferred stock of Personsstock, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (ig) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excludedWhite Mountains.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Loan Parties Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise (in each case, to “incur”), for the payment of their Subsidiaries any Indebtedness (including any Acquired Indebtedness) and the Company will not permit any Restricted Subsidiary (other than the Borrowera Subsidiary Guarantor) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stockshares of Preferred Stock; provided, except: (a) Indebtedness and preferred stock outstanding as of however, that the Closing Date Company and any refinancings, refundings, renewals or extensions thereof Restricted Subsidiary will be permitted to incur Indebtedness (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date); (b) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute including Acquired Indebtedness) of such Insurance and any Restricted Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do is not constitute Indebtedness) of such Insurance Subsidiary; (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (e) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition Guarantor will be permitted to issue shares of assets, which IndebtednessPreferred Stock, in each case, exists if the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is at least 2.00:1.00. (b) Paragraph (a) of this Section 4.08 will not prohibit the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount incurrence of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect the following items of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents;Indebtedness: (i) other Indebtedness or preferred stock of Personsincurred by the Company and Restricted Subsidiaries pursuant to Credit Facilities; provided, provided that at the time however, that, immediately after giving effect to any such Indebtedness or preferred stock is incurred or issuedincurrence, the aggregate principal amount or liquidation preference of such all Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to under this clause (i) and then outstanding, outstanding does not exceed 15$825,000,000; (ii) Indebtedness of the Company and the Subsidiary Guarantors related to the Notes issued on the Issue Date and the Guarantees of the Notes; (iii) the incurrence by the Company or any Restricted Subsidiary of the Existing Indebtedness; (iv) Indebtedness incurred by the Company or any Restricted Subsidiary, and Preferred Stock issued by any Restricted Subsidiary, for equipment purchase or lines of credit, or for Capitalized Lease Obligations or Purchase Money Obligations; provided, that, immediately after giving effect to any such incurrence, the aggregate principal amount of Indebtedness incurred and Preferred Stock issued under this clause (iv) and then outstanding does not exceed the greater of $75,000,000 and 17% of Pro Forma Adjusted EBITDA; (v) Indebtedness of the Consolidated Net Worth Company or any Restricted Subsidiary incurred in respect of Parent; provided that(A) performance bonds, completion guarantees, surety bonds, bankers’ acceptances, letters of credit or other similar bonds, instruments or obligations in the ordinary course of business, including Indebtedness evidenced by letters of credit issued in the ordinary course of business to support the insurance or self-insurance obligations of the Company or any of its Restricted Subsidiaries (including to secure workers’ compensation and other similar insurance coverages), but excluding letters of credit issued in respect of or to secure money borrowed, (B) obligations under Hedging Obligations entered into for bona fide hedging purposes of the Company and not for speculative purposes, (C) financing of insurance premiums in the ordinary course of business or (D) cash management obligations and netting, overdraft protection and other similar facilities or arrangements, in calculating each case arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains such facility or arrangement; (vi) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any Restricted Subsidiary; (vii) Indebtedness of the Company or a Restricted Subsidiary owed to and held by the Company or another Restricted Subsidiary; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and preferred stock the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Guarantee of the Notes, in the case of a Subsidiary Guarantor; and (B) any transfer of such Indebtedness by the Company or a Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) or the sale, transfer or other disposition by the Company or any Restricted Subsidiary of Capital Stock of a Restricted Subsidiary (other than to the Company or a Restricted Subsidiary) that results in such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary shall, in each case, be deemed to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii); (viii) Indebtedness arising from (A) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence and (B) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased or rented in the ordinary course of business; (ix) Indebtedness of: (A) the Company, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) that was permitted to be incurred by this Indenture pursuant to paragraph (a) of this Section 4.08 or pursuant to this clause (iix) or clauses (ii), (iii) or (xv) of this paragraph (b); and (B) any Restricted Subsidiary, as well as Preferred Stock of any Restricted Subsidiary, to the extent the proceeds thereof are used to renew, refund, refinance, amend, extend, defease or discharge any Indebtedness incurred or Preferred Stock issued by such Restricted Subsidiary (other than intercompany Indebtedness) that was permitted to be incurred by this Indenture pursuant to paragraph (a) of this Section 4.08 or pursuant to this clause (ix) or clauses (ii), (iii) or (xv) of this paragraph (b); provided, however, that: (1) the principal amount of Indebtedness incurred or Preferred Stock issued pursuant to this clause (ix) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and preferred stock payable upon a declaration of acceleration of the Borrower maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness or Preferred Stock so refinanced, plus the amount of any accrued and unpaid interest and any premium required to be excluded.paid in connection with such refinancing pursuant to the terms of such Indebtedness or Preferred Stock or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated purchase, plus the amount of expenses in connection therewith; and (2) in the case of Indebtedness incurred by the Company pursuant to this clause (ix) to refinance Subordinated Indebtedness, such Indebtedness; (x) has no scheduled principal payment prior to the 91st day after the Maturity Date; and (y) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Notes;

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties will not permit any of their Subsidiaries (other than the Borrower) to createCreate, incur or incur, assume or suffer to exist any Indebtedness or or, in the case of any Subsidiary, issue any preferred stock, except: (a) Indebtedness and preferred stock outstanding as of any Loan Party pursuant to any Loan Document; (b) Indebtedness of the Closing Date Parent or the Primary Borrower to any Subsidiary and of any Subsidiary Guarantor to the Parent, the Primary Borrower or any other Subsidiary; (c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; (d) Indebtedness of CGU Insurance Company outstanding on the date hereof (except for intercompany indebtedness to be repaid in connection with the consummation of the Acquisition) in an aggregate principal amount not to exceed $30,750,000; (e) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(e) (pro forma for the Acquisition) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, thereof or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Datethereof); (bf) Indebtedness of Folksamerica in respect of the Folksamerica Promissory Note; (g) Guarantee Obligations made in the ordinary course of business by the Parent, the Primary Borrower or preferred stock any of its Subsidiaries of obligations of the Primary Borrower or any Subsidiary Guarantor; (h) Indebtedness of the Parent in respect of the Subordinated Seller Note in an aggregate principal amount not to exceed $260,000,000 and any refinancing thereof permitted pursuant to Section 6.11, PROVIDED, the maturity date of such refinancing shall be no earlier than the date that is six months after the final maturity date of the Term Loans; (i) Indebtedness of the Primary Borrower in respect of any refinancing of the Subordinated Seller Note permitted pursuant to Section 6.11, PROVIDED, that (i) the maturity date of such Indebtedness shall be no earlier than the date that is six months after the final maturity date of the Term Loans, (ii) the interest rate with respect to such Indebtedness shall not be greater than 13% per annum and (iii) the terms and conditions of such Indebtedness shall be reasonably satisfactory to the Required Lenders (it being understood and agreed that any Indebtedness permitted by this Section 7.2(i) shall not be considered as equity for the purposes of calculating compliance with the covenants set forth in Section 7.1); (j) Guarantee Obligations of the Primary Borrower in respect of loans to officers and directors of the Parent, the Primary Borrower, White Mountains or any of their respective Subsidiaries in an aggregate principal amount not exceeding $15,000,000; (k) Indebtedness in respect of Surplus Debentures in an aggregate principal amount not to exceed $200,000,000 during the term of this Agreement issued by any Insurance Subsidiaries; (l) unsecured Indebtedness of the Parent or the Primary Borrower in an aggregate principal amount not to exceed $400,000,000, the maturity date of which shall be later than the date that is six months after the final maturity date of the Term Loans and the interest rate with respect to which shall not be greater than 13% per annum, PROVIDED that, unless the Required Prepayment Lenders and the Primary Borrower shall otherwise agree, the Net Proceeds of such Indebtedness are used immediately upon receipt thereof to prepay the Term Loans (and after the Term Loans are repaid in full, to permanently reduce the Revolving Credit Commitments); (m) Hedge Agreements in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate, so long as such Hedge Agreements are not entered into for speculative purposes; (n) short-term Indebtedness of Insurance Subsidiaries to provide short-term liquidity to facilitate claims payments in the event of catastrophes, in an aggregate principal amount not to exceed $400,000,000, which is secured by the assets of Insurance Subsidiaries; (o) Indebtedness of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiarybusiness; (cp) Indebtedness of Folksamerica in respect an aggregate principal amount of letters up to $25,000,000, the proceeds of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiarywhich are used to finance acquisitions; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (eq) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issuedParent, the Primary Borrower or any Subsidiary Guarantor to White Mountains in an aggregate principal amount not to exceed $10,000,000; and (r) additional unsecured Indebtedness of the Primary Borrower or liquidation preference any of such Indebtedness or preferred stock when added its Subsidiaries in an aggregate principal amount (for the Primary Borrower and all Subsidiaries) not to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (i) and then exceed $110,000,000 at any one time outstanding, does not exceed 15% more than $15,000,000 of which may mature prior to the final maturity of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excludedTerm Loans.

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties Borrowers will not permit any of their Subsidiaries (other than the BorrowerFund American) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except: (a) Indebtedness and preferred stock outstanding as of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereofthereof , other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date);. (b) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary;. (c) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (d) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe;catastrophes. (ed) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing);. (fe) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party;Borrower. (gf) Guarantee Guarantees of Obligations made by a Subsidiary in respect of obligations of another a Subsidiary (other than the BorrowerFund American);. (h) Indebtedness under the Loan Documents; (ig) other Indebtedness or preferred stock of Personsstock, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (ig) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall be excludedWhite Mountains.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) The Loan Parties Parent will not permit any of their its Subsidiaries (other than the BorrowerWhite Mountains Re and OneBeacon Limited and its Subsidiaries) to create, incur or assume or suffer to exist any Indebtedness or issue any preferred stock, except: (ai) Indebtedness and preferred stock outstanding as of the Closing Date and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Date); (bii) Indebtedness or preferred stock of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (ciii) Indebtedness in respect of letters of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiary; (div) short-term Indebtedness (i.e. with a maturity of less than one year when issued, provided that such Indebtedness may include an option to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe; (ev) Indebtedness or preferred stock of a Subsidiary acquired after the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions of such Indebtedness (without increase in the principal amount thereof other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (fvi) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan PartyBorrower; (gvii) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the BorrowerWhite Mountains Re); (hviii) Indebtedness under the Loan Documents; (iix) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to this clause (iix) and then outstanding, does not exceed 1510% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (iix), the Indebtedness and preferred stock of the Borrower OneBeacon Limited and its Subsidiaries and White Mountains Re shall be excluded. (b) At any time when OneBeacon Limited is required to be consolidated on the balance sheet of Parent in accordance with GAAP, Parent will not permit the OneBeacon Limited Debt to Capitalization Ratio (i) as of the end of any fiscal quarter ending after the Closing Date and prior to the second anniversary of the Closing Date to be greater than thirty-seven and one half of one percent (37.5%) and (ii) as of the end of any fiscal quarter ending on or after the second anniversary of the Closing Date to be greater than thirty-five percent (35%).

Limitation on Indebtedness and Issuance of Preferred Stock. The Loan Parties will not permit any of their Subsidiaries (other than the Borrower) to createCreate, incur or incur, assume or suffer to exist any Indebtedness or or, in the case of any Subsidiary, issue any preferred stock, except: (a) Indebtedness of any Loan Party pursuant to any Loan Document; (b) Indebtedness or preferred stock of (i) the Parent or the Borrower to any Subsidiary, (ii) any Subsidiary Guarantor to the Parent, the Borrower or any other Subsidiary and (iii) any Insurance Subsidiary to any other Insurance Subsidiary; (c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; (d) [Reserved]; (e) Indebtedness and preferred stock outstanding as of the Closing Restatement Effective Date and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof, other than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing, thereof or any shortening of the final maturity of any principal amount thereof to a date prior to the Revolving Credit Termination Datethereof); (bf) [Reserved]; (g) Guarantee Obligations made in the ordinary course of business by the Parent, the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor; (h) (i) Indebtedness of the Parent in respect of the Subordinated Seller Note in an aggregate principal amount not to exceed $260,000,000 and any refinancing thereof and interest thereon permitted pursuant to Section 6.11, PROVIDED, the maturity date of such refinancing shall be no earlier than the date that is six months after the final maturity date of the Term Loans or preferred stock (ii) Indebtedness of the Parent to White Mountains (or its subsidiaries) in an aggregate principal amount not to exceed $300,000,000, the proceeds of which shall be used to repay the Subordinated Seller Note (and interest thereon) and, to the extent of any remaining proceeds after the repayment in full of the Subordinated Seller Note (and interest thereon), to pay a dividend to White Mountains (or its subsidiaries) not later than thirty (30) days after receiving such proceeds in an amount not exceeding $75,000,000; (i) Indebtedness of the Borrower in respect of any refinancing of the Subordinated Seller Note permitted pursuant to Section 6.11, PROVIDED, that (i) the maturity date of such Indebtedness shall be no earlier than the date that is six months after the final maturity date of the Term Loans and (ii) the interest rate with respect to such Indebtedness shall not be greater than 13% per annum (it being understood and agreed that any Indebtedness permitted by this Section 7.2(i) shall not be considered as equity for the purposes of calculating compliance with the covenants set forth in Section 7.1); (j) Guarantee Obligations of the Borrower in respect of loans to officers and directors of the Parent, the Borrower, White Mountains or any of their respective Subsidiaries in an aggregate principal amount not exceeding $15,000,000; (k) Indebtedness in respect of Surplus Debentures in an aggregate principal amount at any time outstanding not to exceed $200,000,000 issued by any Insurance Subsidiaries; (l) unsecured Indebtedness of the Parent or the Borrower in an aggregate principal amount not to exceed $625,000,000, the maturity date of which shall be later than the date that is six months after the final maturity date of the Term Loans and the interest rate with respect to which shall not be greater than 13% per annum, PROVIDED that, unless the Required Prepayment Lenders and the Borrower shall otherwise agree, the net proceeds of such Indebtedness are used immediately upon receipt thereof to prepay the Term Loans (and after the Term Loans are repaid in full, to permanently reduce the Revolving Credit Commitments); (i) Hedge Agreements in respect of Indebtedness otherwise permitted hereby that bears interest at a floating rate and (ii) Hedge Agreements in respect of one-third of the aggregate outstanding principal amount of fixed rate Indebtedness otherwise permitted hereby, in each case so long as such Hedge Agreements are not entered into for speculative purposes; (n) short-term Indebtedness of Insurance Subsidiaries to provide short-term liquidity to facilitate claims payments in the event of catastrophes, in an aggregate principal amount not to exceed $400,000,000, which is secured by the assets of Insurance Subsidiaries; (o) Indebtedness of any Insurance Subsidiary incurred or issued in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary and letters of credit, bank guarantees, surety bonds or similar instruments credit issued for the account of any Insurance Subsidiary in the ordinary course of its business or in securing insurance-related obligations (that do not constitute Indebtedness) of such Insurance Subsidiary; (cp) Indebtedness of Folksamerica in respect an aggregate principal amount at any time outstanding of letters up to $100,000,000, the proceeds of credit, bank guarantees, surety and appeal bonds, or performance bonds or other obligations of a like nature arising in the ordinary course of business and not for capital raising purposes and issued for the account of any Non-Regulated Operating Subsidiarywhich are used to finance acquisitions; (dq) short-term Indebtedness (i.e. with a maturity of less than one year when issuedthe Parent, provided that such Indebtedness may include the Borrower or any Subsidiary Guarantor to White Mountains in an option aggregate principal amount not to extend for up to an additional one year period) of any Insurance Subsidiary incurred to provide short-term liquidity to facilitate claims payment in the event of catastrophe;exceed $50,000,000; and (er) additional Indebtedness of the Borrower or preferred stock any of a Subsidiary acquired after its Subsidiaries in an aggregate principal amount (for the Closing Date or a corporation merged into or consolidated with a Subsidiary after the Closing Date Borrower and Indebtedness assumed in connection with the acquisition of assetsall Subsidiaries) not to exceed $150,000,000 at any one time outstanding, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is PROVIDED that (i) not created in contemplation of such event, as well as any refinancings, refunds, renewals or extensions more than $50,000,000 of such Indebtedness permitted under this paragraph (without increase in r) may mature prior to the principal amount thereof other final maturity of the Term Loans, and (ii) not more than by the amount of any necessary pre-payment premiums, unpaid accrued interest and other costs of refinancing); (f) Indebtedness or preferred stock owing or issued by a Subsidiary to any other Subsidiary or to any Loan Party; (g) Guarantee Obligations made by a Subsidiary in respect of obligations of another Subsidiary (other than the Borrower); (h) Indebtedness under the Loan Documents; (i) other Indebtedness or preferred stock of Persons, provided that at the time such Indebtedness or preferred stock is incurred or issued, the aggregate principal amount or liquidation preference $50,000,000 of such Indebtedness or preferred stock when added to all other Indebtedness and preferred stock incurred or issued pursuant to permitted under this clause paragraph (ir) and then outstanding, does not exceed 15% of the Consolidated Net Worth of Parent; provided that, in calculating Indebtedness and preferred stock incurred pursuant to this clause (i), the Indebtedness and preferred stock of the Borrower shall may be excludedsecured.