Common use of Representations and Warranties of the Issuer and the Guarantor Clause in Contracts

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunder, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided in Section 1.6(j) hereof, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.10 There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company duly incorporatedorganized, and validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Guarantee and to execute and deliver the Accession Agreement and the Issuing and Paying Agency thereafter to perform its obligations under this Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The On and after the Accession Delivery Date, the Guarantee has been will be duly authorized, executed and delivered by the Guarantor and constitutes constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The Assuming compliance by the Dealer with the procedures applicable to it set forth in Section 1, the offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunder, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided in Section 1.6(j) hereof, and assuming compliance by the Dealer with the procedures set forth in Section 1, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, except for the filing of Form D pursuant to Rule 503 under the Securities Act or as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which breach or default might could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee Guarantee, or the Issuing and Paying Agency Agreement. 2.10 There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its their subsidiaries which might could reasonably be expected to result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. ; provided that the Issuer makes no representation or warranty as to the Dealer Information. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth above in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement MemorandumMemorandum (as most recently amended or supplemented, including by incorporation of Company Information therein), there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer and its subsidiaries taken as a whole, or the Guarantor and its subsidiaries, subsidiaries taken as a whole, which has not been disclosed to the Dealer in writing and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a public limited company duly incorporated, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, Guarantee and this Agreement and the Issuing and Paying Agency Agreement. 2.3 (a) This Agreement and the Issuing and Paying Agency Agreement have has been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute constitutes a legal, valid and binding obligations obligation of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The Issuing and Paying Agency Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(24(a)(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively, other than those claims that are mandatorily preferred by law. 2.8 Except as provided in Section 1.6(j) hereof, no No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer or the Guarantor, other than any such mortgage, lien, charge or encumbrance which would not have a material adverse effect on the condition (financial or otherwise) or operations of the Issuer or the Guarantor or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and its subsidiariesPaying Agency Agreement, taken as a wholeapplicable, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.10 There Except as may be disclosed in the Company Information, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its their respective subsidiaries which might result in a material adverse change in the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum (other than the Dealer Information) nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 Each of the Issuer, the Guarantor, their respective subsidiaries, and their respective officers and directors, and, to the knowledge of the Issuer or the Guarantor, each of their employees, affiliates and agents are in compliance with the FCPA, the United Kingdom Xxxxxxx Xxx 0000, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and all other similar laws prohibiting bribery and corruption that are applicable to the Issuer or the Guarantor (“Applicable Anti-Corruption Laws”), and each of the Issuer and the Guarantor has instituted and maintains in effect policies and procedures designed to ensure compliance with Applicable Anti-Corruption Laws. 2.14 None of the Issuer, the Guarantor, any of their respective subsidiaries or any of their respective directors, officers or employees, or, to the knowledge of the Issuer or the Guarantor, any of their respective agents or affiliates or any subsidiary of the Issuer or Guarantor that will act in any capacity in connection with or benefit from the program established hereby is an individual or entity that is, or is owned or controlled by persons or entities that are: (i) listed in any Sanctions-related list of designated persons or entities maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority (collectively, “Sanctioned Persons”), or (ii) operating, organized or resident in a country, region or territory that is, or whose government is, the subject or target of any Sanctions (collectively, “Sanctioned Countries”); and none of the Issuer, the Guarantor, any of their respective subsidiaries or any of their respective directors, officers or employees, or, to the knowledge of the Issuer or the Guarantor, any of their respective affiliates or any subsidiary of the Issuer or Guarantor that will act in any capacity in connection with or benefit from the program established hereby will, directly or indirectly, use the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (x) to fund or facilitate any activities or business of or with any Sanctioned Person or vessel that is the subject of Sanctions or in any Sanctioned Country, at the time of such funding or facilitation, or (y) in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering of Notes, whether as dealer, advisor, investor or otherwise). 2.15 The Issuer, the Guarantor, their respective subsidiaries, their respective employees and officers, and, to the knowledge of the Issuer and the Guarantor, each agent, director and affiliate of the Issuer and the Guarantor are in compliance with all applicable Sanctions, and each of the Issuer and the Guarantor have instituted and maintains in effect policies and procedures designed to achieve compliance therewith by the Issuer, the Guarantor, their subsidiaries and their respective directors, officers and employees. 2.16 To the extent applicable to the Issuer and the Guarantor, the operations of the Issuer and the Guarantor and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the applicable money laundering statutes of jurisdictions where the Issuer, the Guarantor and/or their respective subsidiaries conduct business, and the rules and regulations thereunder and any related or similar rules, regulations or guidelines applicable to Issuer or Guarantor that are issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, the Guarantor or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer and the Guarantor, threatened. 2.17 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing or otherwise publicly disclosed and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 2.18 Under the laws of BermudaEngland, neither the Issuer or the Guarantor nor any of their respective its revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda England or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes Agreement or the Guarantee. 2.15 Each 2.19 Provided no register of Notes of the Issuer and is kept or maintained in the Guarantor is permitted to make all payments under this AgreementUnited Kingdom, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There there is no ad valorem stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda England of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 2.20 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermudathe United Kingdom, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the courts of the State of New York York, in each case located in the Borough of Manhattan Manhattan, is valid and binding upon the Issuer and the Guarantor under the laws of Bermudathe United Kingdom. 2.17 2.21 Any final judgment rendered by any court referred to in Section 2.16 2.20 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes Agreement or the Guarantee, as applicable, Guarantee is capable of being enforced in the courts of BermudaEngland without relitigation of the matters covered thereby. 2.18 2.22 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of BermudaEngland, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority. 2.23 It is not necessary under the laws of England for the Dealer or any holder of Notes to be licensed, qualified or otherwise entitled to carry on business in England in order to enable the Dealer or such holder of Notes to enforce its respective rights under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 : The Issuer is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.2 . The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, Guarantee and this Agreement and the Issuing and Paying Agency Agreement. 2.3 . This Agreement and the Issuing and Paying Agency IPA Letter Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and this Agreement and the Issuing and Paying Agent Agreement constitute legal, valid and binding obligations of the Issuer and the Guarantor Guarantor, as the case may be, enforceable against the Issuer and the Guarantor Guarantor, as the case may be, in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 . The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agent Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 . The Guarantee has been duly authorized, and when the Notes have been issued as provided in the Issuing and Paying Agent Agreement, will be duly executed and delivered by the Guarantor and constitutes constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 . The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 . The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 . Except as provided in Section 1.6(j) hereof, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 . Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agent Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, as the case may be, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor Guarantor, as the case may be, to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.10 . There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its their subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor Guarantor, as the case may be, to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.11 . Neither the Issuer nor the Guarantor is an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended. 2.12 . Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 . Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing and (iv) neither the Issuer nor the Guarantor Guarantor, as the case may be, is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a company limited partnership duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company limited partnership duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The issuance of the Notes have by the Issuer has been duly authorizedauthorized by all necessary limited partnership action on the part of the Issuer, and when issued as provided in the Issuing and Paying Agency Agreement, the Notes will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The issuance of the Guarantee by the Guarantor has been duly authorizedauthorized by all necessary limited partnership action on the part of the Guarantor, and when the Notes have been issued as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by the Guarantor and constitutes constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms terms, subject to applicable bankruptcy, insolvency or and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(24(a)(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided in Section 1.6(j) hereof, no No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the executionexecution or delivery by the Issuer or the Guarantor of, delivery or the performance ofby the Issuer or the Guarantor of its obligations under, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, except (i) as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that Notes in the Notes are not issued manner contemplated hereby or registered (ii) as may be required by the Exchange Act in Bermuda connection with the entry into this Agreement and the register of holders of the Notes is not maintained in Bermudatransactions contemplated hereunder. 2.9 Neither the execution and delivery by the Issuer or the Guarantor of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under any of the terms of the charter documents certificate of limited partnership or by-laws the agreement of limited partnership of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which violation, breach or default might would have a material adverse effect on the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.10 There is Except as disclosed in the Company Information, no litigation or governmental proceeding pendingis pending or, or to the knowledge of the Issuer or the Guarantor Guarantor, threatened, against or affecting the Issuer or the Guarantor or any of its their subsidiaries which might would result in a material adverse change in the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum (excluding the Dealer Information) nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum that is approved by the Issuer and the Guarantor shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), ) or operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing or in the Company Information and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 2.1. The Issuer is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 2.2. The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 2.3. This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 2.4. The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 2.5. The Guarantee has been duly authorized, and when the Notes have been issued as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by the Guarantor and constitutes constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 2.6. The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(24(a)(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 2.7. The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided in Section 1.6(j) hereof, no 2.8. No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 2.9. Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it the Issuer or its the Guarantor or the Issuer’s or the Guarantor’s property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it the Issuer or its the Guarantor or the Issuer’s or the Guarantor’s property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise)business, assets, operations or business prospects financial condition of the Guarantor Issuer and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.10 There 2.10. Except as disclosed in the Company Information, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its the Issuer’s or the Guarantor’s subsidiaries which might result in a material adverse change in the condition (financial or otherwise)business, assets, operations or business prospects financial condition of the Guarantor Issuer and its subsidiaries, subsidiaries taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.11 2.11. Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 2.12. Neither the Private Placement Memorandum (other than any Dealer Information) nor the Company Information contains any untrue statement of a material fact fact, or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing and (iv) neither 2.13. Neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda Issuer’s or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicableGuarantor’s subsidiaries nor, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations knowledge of the Issuer or the Guarantor under this AgreementGuarantor, any director, officer, agent, employee, representative or affiliate of the Issuing and Paying Agency AgreementIssuer or any of its subsidiaries ( i) has used any corporate funds for any unlawful contribution, the Notes or the Guaranteegift, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court entertainment or other authority.unlawful expense relating to political activity; (ii) has made any direct or indirect

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a an exempted company duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorizedauthorized by the Issuer, and when issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and delivered by, and will constitute legal, valid and binding obligations of of, the Issuer Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorizedauthorized by the Guarantor, and when the Notes have been issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by the Guarantor by, and constitutes constitute the legal, valid and binding obligation of of, the Guarantor Guarantor, enforceable against the Guarantor in Mxxxxxx Lxxxx Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 6 accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided Assuming the offer and sale of the Notes in Section 1.6(j) hereofthe manner contemplated hereby, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorizebe obtained or made by the Issuer or the Guarantor, as applicable, under any statute or is otherwise required in connection with the regulation applicable to either of them to authorize their respective execution, delivery or performance of, of this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, Agreement except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result result, pursuant to the express provisions of any agreement to which it is a party, in the creation or imposition of any consensual mortgage, lien, charge lien or similar encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach of or a default under under, as the case may be, any of the terms of the respective charter documents or by-laws or comparable governance documents of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any statutory law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which violation, breach or default might would reasonably be expected to have a material adverse effect on the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.10 There Except as disclosed in the Company Information or to the Dealer, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatenedovertly threatened in writing, against or affecting the Issuer or the Guarantor or any of its subsidiaries which might would reasonably be expected to result in a material adverse change in the financial condition (financial or otherwise), operations of the Mxxxxxx Lxxxx Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 7 Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading provided that neither the Issuer nor the Guarantor makes any representation or warranty as to the Dealer Information. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole which has not been disclosed to the Dealer in writing Company Information and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor Guarantor, as applicable, represents and warrants as to itself that: 2.1 2.1. The Issuer is a company corporation duly incorporated, validly existing registered and in good standing subsisting under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.2 2.2. The Guarantor has been validly incorporated and is a company duly incorporated, validly existing and in good standing as a public limited liability company (naamloze vennootschap) under the laws of the jurisdiction of its incorporation, Netherlands and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.3 2.3. This Agreement and the Issuing and Paying Agency Agent Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, terms subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as enforceability of the indemnification provisions of this Agreement may be limited by federal securities laws. 2.4. The Notes have been duly authorized, and when issued and delivered as provided in the Issuing and Paying Agent Agreement, will be duly and validly issued and delivered and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 2.5. The Notes have Guarantee has been duly authorized, and when the Notes have been issued and delivered as provided in the Issuing and Paying Agency Agent Agreement, will be duly executed and validly issued delivered by the Guarantor and will constitute the legal, valid and binding obligations obligation of the Issuer Guarantor enforceable against the Issuer Guarantor in accordance with their terms, its terms subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 2.6. The offer and sale of the Notes and the issuance of the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(24(a)(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 2.7. The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively, except indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application. 2.8 Except as provided in Section 1.6(j) hereof, no 2.8. No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes; and except for (i) the approvals, provided that consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, registrations or other actions or filings, the Notes are not issued failure of which to obtain or registered make could not, individually or in Bermuda and the register aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or results of holders operations of the Notes is not maintained in BermudaGuarantor and its subsidiaries (including the Issuer), taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement. 2.9 2.9. Neither the execution and delivery of this Agreement, the Guarantee Guarantee, and the Issuing and Paying Agency Agent Agreement, nor the issuance and delivery of the Notes in accordance with the Issuing and Paying Agency Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under (A) any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, (B) any contract indenture, agreement or other instrument to which binding upon the Issuer or the Guarantor is a party or by which it or its property is boundtheir respective assets, or give rise to a right thereunder to require any law payment to be made by the Issuer or the Guarantor or (C) any applicable law, statute, rule, regulation, or any judgment, order, writ, injunction writ or decree of any court government, government instrumentality or government instrumentalitycourt, domestic or foreign, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which creation or imposition with respect to this Section 2.9(i) or violation, breach or default might with respect to this Section 2.9(ii)(B) or (C) would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), ) or results of operations or business prospects of the Guarantor and its subsidiariessubsidiaries (including the Issuer), taken as a whole, or that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.10 There 2.10. Except as disclosed in any periodic or current report of the Guarantor filed with the XXXXX system of the Securities and Exchange Commission, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its subsidiaries their subsidiaries, individually or in the aggregate, as to which might there is a reasonable possibility of an adverse determination that would reasonably be expected to result in a material adverse change in the condition (financial or otherwise), ) or results of operations or business prospects of the Guarantor and its subsidiariessubsidiaries (including the Issuer), taken as a whole, or that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.11 2.11. Neither the Issuer nor the Guarantor is required to register as an “investment company” within the meaning of as defined in the Investment Company Act of 1940, as amended. 2.12 2.12. Neither the Private Placement Memorandum (excluding Dealer Information) nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 2.13. The Issuer, the Guarantor and each of their respective subsidiaries are in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Notes will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 2.14. Neither the Issuer, the Guarantor nor any of their respective subsidiaries are (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended) or a Person whose name appears on any economic sanctions list administered by the European Union (an “EU Listed Person”) or a Person that is the target of European Union economic sanctions; or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or any EU Listed Person, or (y) the government of a country that is the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “OFAC Countries”). 2.15. The Issuer represents and covenants that neither the Notes, nor the proceeds from the Notes, will be used, to lend, contribute, provide or has otherwise been made or will otherwise be made available for the purpose of funding any activity or business in any OFAC Countries or for the purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or an EU Listed Person, absent valid and effective license and permits issued by the government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any violation by any Dealer of the sanctions administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended). 2.16. Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor Guarantor, as applicable, to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations results of operations, business affairs or business prospects of the Guarantor and its subsidiariessubsidiaries (including the Issuer), taken as a whole, that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement, which has not been disclosed to the Dealer in writing (provided that, to the extent any such change is described in reasonable detail in any periodic or current report of the Guarantor filed with the XXXXX system of the Securities and Exchange Commission on a timely basis, the Dealer shall be deemed to be notified in accordance herewith) and (iviii) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or or, under the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.14 2.17. The Guarantor has the power to submit, and pursuant to Section 7.3 hereof has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the courts specified in Section 7.3. 2.18. Under the laws of BermudaNetherlands law, neither the Issuer or the Guarantor nor any of their respective its revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda the Netherlands or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes Agent Agreement or the GuaranteeNotes. 2.15 Each of the Issuer and the 2.19. The Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, Agent Agreement and the Notes and the Guarantee, as applicable, to holders of the Notes persons that are non-residents of Bermudathe Netherlands or United Kingdom, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermudathe Netherlands or the United Kingdom. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over (other than court fees) payable in the Issuer Netherlands or the Guarantor United Kingdom in connection with the execution, delivery, issuance, payment, performance, enforcement payment or introduction into evidence in a court of Bermuda performance of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or any Note. 2.16 2.20. The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agent Agreement, the Guarantee and the Notes is, under the laws of BermudaNetherlands law, a valid, effective and irrevocable choice of law, subject to the limitations of the Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (“Rome I”), and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the this Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer Guarantor under Netherlands law, subject to the Council Regulation (EC) No. 1215/2012 of 12 December 2012 on Jurisdiction and the Guarantor under Recognition and Enforcement of Judgments in Civil and Commercial Matters (Recast) and the laws rules and regulations promulgated pursuant thereto (the “Recast Enforcement Regulation”), the Convention of Bermuda30 October 2007 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (the “Lugano II Convention”), and any instrument or national legislation referred to in Article 67 of the Recast Enforcement Regulation or the Lugano II Convention, and limited exceptions contained in the Netherlands Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). 2.17 2.21. Any final judgment rendered by any a competent court referred to in Section 2.16 of the United States or the State of New York in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, Agent Agreement or the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermudathe Netherlands; provided that in the absence of an enforcement treaty between the Netherlands and the United States, a judgment of a United States court would not automatically be recognized or enforceable in the Netherlands and consequently the dispute would have to be re-litigated before the competent Netherlands court in order to obtain a judgment in respect of this Agreement that can be enforced in the Netherlands against the Guarantor. 2.18 2.22. As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or the Notes in the courts of Bermudathe Netherlands, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a an exempted company duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorizedauthorized by the Issuer, and when issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and delivered by, and will constitute legal, valid and binding obligations of of, the Issuer Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorizedauthorized by the Guarantor, and when the Notes have been issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by the Guarantor by, and constitutes constitute the legal, valid and binding obligation of of, the Guarantor Guarantor, enforceable against the Guarantor in Gxxxxxx Sxxxx Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 6 accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided Assuming the offer and sale of the Notes in Section 1.6(j) hereofthe manner contemplated hereby, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorizebe obtained or made by the Issuer or the Guarantor, as applicable, under any statute or is otherwise required in connection with the regulation applicable to either of them to authorize their respective execution, delivery or performance of, of this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, Agreement except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result result, pursuant to the express provisions of any agreement to which it is a party, in the creation or imposition of any consensual mortgage, lien, charge lien or similar encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach of or a default under under, as the case may be, any of the terms of the respective charter documents or by-laws or comparable governance documents of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any statutory law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which violation, breach or default might would reasonably be expected to have a material adverse effect on the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.10 There Except as disclosed in the Company Information or to the Dealer, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatenedovertly threatened in writing, against or affecting the Issuer or the Guarantor or any of its subsidiaries which might would reasonably be expected to result in a material adverse change in the financial condition (financial or otherwise), operations of the Gxxxxxx Sachs Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 7 Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading provided that neither the Issuer nor the Guarantor makes any representation or warranty as to the Dealer Information. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole which has not been disclosed to the Dealer in writing Company Information and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 : The Issuer is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.2 . The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, Guarantee and this Agreement and the Issuing and Paying Agency Agreement. 2.3 . This Agreement and the Issuing and Paying Agency IPA Letter Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and this Agreement and the Issuing and Paying Agent Agreement constitute legal, valid and binding obligations of the Issuer and the Guarantor Guarantor, as the case may be, enforceable against the Issuer and the Guarantor Guarantor, as the case may be, in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 . The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agent Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 . The Guarantee has been duly authorized, and when the Notes have been issued as provided in the Issuing and Paying Agent Agreement, will be duly executed and delivered by the Guarantor and constitutes constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 . The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunder, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 . The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 . Except as provided in Section 1.6(j) hereof, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 . Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agent Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, as the case may be, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor Guarantor, as the case may be, to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.10 . There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its their subsidiaries which might result in a material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, or the ability of the Issuer or the Guarantor Guarantor, as the case may be, to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.11 . Neither the Issuer nor the Guarantor is an “"investment company” " within the meaning of the Investment Company Act of 1940, as amended. 2.12 . Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 . Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer or the Guarantor and its subsidiaries, taken as a whole, which has not been disclosed to the Dealer in writing and (iv) neither the Issuer nor the Guarantor Guarantor, as the case may be, is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that: 2.1 The Issuer is a an exempted company duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 The Guarantor is a company corporation duly incorporatedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorizedauthorized by the Issuer, and when issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and delivered by, and will constitute legal, valid and binding obligations of of, the Issuer Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorizedauthorized by the Guarantor, and when the Notes have been issued and delivered as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by the Guarantor by, and constitutes constitute the legal, valid and binding obligation of of, the Guarantor Guarantor, enforceable against the Guarantor in J. X .Xxxxxx Securities Inc. Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 6 accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. 2.8 Except as provided Assuming the offer and sale of the Notes in Section 1.6(j) hereofthe manner contemplated hereby, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorizebe obtained or made by the Issuer or the Guarantor, as applicable, under any statute or is otherwise required in connection with the regulation applicable to either of them to authorize their respective execution, delivery or performance of, of this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, Agreement except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes, provided that the Notes are not issued or registered in Bermuda and the register of holders of the Notes is not maintained in Bermuda. 2.9 Neither the execution and delivery of this Agreement, the Guarantee and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result result, pursuant to the express provisions of any agreement to which it is a party, in the creation or imposition of any consensual mortgage, lien, charge lien or similar encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach of or a default under under, as the case may be, any of the terms of the respective charter documents or by-laws or comparable governance documents of the Issuer or the Guarantor, any contract or instrument to which the Issuer or the Guarantor is a party or by which it or its property is bound, or any statutory law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which violation, breach or default might would reasonably be expected to have a material adverse effect on the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.10 There Except as disclosed in the Company Information or to the Dealer, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatenedovertly threatened in writing, against or affecting the Issuer or the Guarantor or any of its subsidiaries which might would reasonably be expected to result in a material adverse change in the financial condition (financial or otherwise), operations of the J. X .Xxxxxx Securities Inc. Guaranteed Commercial Paper Dealer Agreement 4(2) Program § 7 Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agreement, as the case may be. 2.11 Neither the Issuer nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.12 Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading provided that neither the Issuer nor the Guarantor makes any representation or warranty as to the Dealer Information. 2.13 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the financial condition (financial or otherwise), operations of the Issuer or business prospects of the Guarantor and its subsidiaries, consolidated subsidiaries taken as a whole, whole which has not been disclosed to the Dealer in writing Company Information and (iv) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or under the Notes, the Guarantee or the Issuing and Paying Agency Agreement. 2.14 Under the laws of Bermuda, neither the Issuer or the Guarantor nor any of their respective revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee. 2.15 Each of the Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, the Notes and the Guarantee, as applicable, to holders of the Notes that are non-residents of Bermuda, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermuda. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over the Issuer or the Guarantor in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or any Note. 2.16 The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agreement, the Guarantee and the Notes is, under the laws of Bermuda, a valid, effective and irrevocable choice of law, and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer and the Guarantor under the laws of Bermuda. 2.17 Any final judgment rendered by any court referred to in Section 2.16 in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermuda. 2.18 As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes in the courts of Bermuda, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee or the Notes be filed or recorded with any court or other authority.

Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor Guarantor, as applicable, represents and warrants as to itself that: 2.1 2.1. The Issuer has been validly incorporated and is a company duly incorporated, validly existing and in good standing as a public limited liability company (naamloze vennootschap) under the laws of the jurisdiction of its incorporation, Netherlands and has all the requisite corporate power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.2 2.2. The Guarantor is a company corporation duly incorporated, validly existing registered and in good standing subsisting under the laws of the jurisdiction of its incorporation, incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agent Agreement. 2.3 2.3. This Agreement and the Issuing and Paying Agency Agent Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, terms subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as enforceability of the indemnification provisions of this Agreement may be limited by federal securities laws. 2.4. The Notes have been duly authorized, and when issued and delivered as provided in the Issuing and Paying Agent Agreement, will be duly and validly issued and delivered and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 2.5. The Notes have Guarantee has been duly authorized, and when the Notes have been issued and delivered as provided in the Issuing and Paying Agency Agent Agreement, will be duly executed and validly issued delivered by the Guarantor and will constitute the legal, valid and binding obligations obligation of the Issuer Guarantor enforceable against the Issuer Guarantor in accordance with their terms, its terms subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 2.6. The offer and sale of the Notes and the issuance of the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained in Section 4(24(a)(2) thereof and Regulation D thereunderthereof, and no indenture in respect of the Notes or the Guarantee is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.7 2.7. The Notes and the Guarantee will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer and the Guarantor, respectively, except indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application. 2.8 Except as provided in Section 1.6(j) hereof, no 2.8. No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes; and except for (i) the approvals, provided that consents, registrations, actions and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, registrations or other actions or filings, the Notes are not issued failure of which to obtain or registered make could not, individually or in Bermuda and the register aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or results of holders operations of the Notes is not maintained in BermudaIssuer and its subsidiaries (including the Guarantor), taken as a whole, or the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement. 2.9 2.9. Neither the execution and delivery of this Agreement, the Guarantee Guarantee, and the Issuing and Paying Agency Agent Agreement, nor the issuance and delivery of the Notes in accordance with the Issuing and Paying Agency Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer or the Guarantor, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets which would have a material adverse effect on of the Guarantor and its subsidiaries, taken as a wholeIssuer or the Guarantor, or (ii) violate or result in a breach or a default under (A) any of the terms of the charter documents or by-laws of the Issuer or the Guarantor, (B) any contract indenture, agreement or other instrument to which binding upon the Issuer or the Guarantor is a party or by which it or its property is boundtheir respective assets, or give rise to a right thereunder to require any law payment to be made by the Issuer or the Guarantor or (C) any applicable law, statute, rule, regulation, or any judgment, order, writ, injunction writ or decree of any court government, government instrumentality or government instrumentalitycourt, domestic or foreign, to which the Issuer or the Guarantor is subject or by which it or its property is bound, which creation or imposition with respect to this Section 2.9(i) or violation, breach or default might with respect to this Section 2.9(ii)(B) or (C) would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), ) or results of operations or business prospects of the Guarantor Issuer and its subsidiariessubsidiaries (including the Guarantor), taken as a whole, or that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.10 There 2.10. Except as disclosed in any periodic or current report of the Issuer filed with the XXXXX system of the Securities and Exchange Commission, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer or the Guarantor threatened, against or affecting the Issuer or the Guarantor or any of its subsidiaries their subsidiaries, individually or in the aggregate, as to which might there is a reasonable possibility of an adverse determination that would reasonably be expected to result in a material adverse change in the condition (financial or otherwise), ) or results of operations or business prospects of the Guarantor Issuer and its subsidiariessubsidiaries (including the Guarantor), taken as a whole, or that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.11 2.11. Neither the Issuer nor the Guarantor is required to register as an “investment company” within the meaning of as defined in the Investment Company Act of 1940, as amended. 2.12 2.12. Neither the Private Placement Memorandum (excluding Dealer Information) nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 2.13 2.13. The Issuer, the Guarantor and each of their respective subsidiaries are in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Notes will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 2.14. Neither the Issuer, the Guarantor nor any of their respective subsidiaries are (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC (an “OFAC Listed Person”) or a Person sanctioned by the United States of America pursuant to any of the regulations administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended) or a Person whose name appears on any economic sanctions list administered by the European Union (an “EU Listed Person”) or a Person that is the target of European Union economic sanctions; or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or any EU Listed Person, or (y) the government of a country that is the subject of comprehensive U.S. economic sanctions administered by OFAC (collectively, “OFAC Countries”). 2.15. The Issuer represents and covenants that neither the Notes, nor the proceeds from the Notes, will be used, to lend, contribute, provide or has otherwise been made or will otherwise be made available for the purpose of funding any activity or business in any OFAC Countries or for the purpose of funding any prohibited activity or business of any Person located, organized or residing in any OFAC Country or who is an OFAC Listed Person or an EU Listed Person, absent valid and effective license and permits issued by the government of the United States or otherwise in accordance with applicable Laws, or in any other manner that will result in any violation by any Dealer of the sanctions administered or enforced by OFAC (31 C.F.R., Subtitle B, Chapter V, as amended). 2.16. Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by each of the Issuer and the Guarantor Guarantor, as applicable, to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer and the Guarantor set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and are guaranteed pursuant to the Guarantee, (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise), operations results of operations, business affairs or business prospects of the Guarantor Issuer and its subsidiariessubsidiaries (including the Guarantor), taken as a whole, that would affect the ability of the Issuer or the Guarantor to perform its obligations under this Agreement, the Notes, the Guarantee or the Issuing and Paying Agent Agreement, which has not been disclosed to the Dealer in writing (provided that, to the extent any such change is described in reasonable detail in any periodic or current report of the Issuer filed with the XXXXX system of the Securities and Exchange Commission on a timely basis, the Dealer shall be deemed to be notified in accordance herewith) and (iviii) neither the Issuer nor the Guarantor is in default of any of its obligations hereunder or hereunder, under the Notes, the Guarantee or the Issuing and Paying Agency Agent Agreement. 2.14 2.17. The Issuer has the power to submit, and pursuant to Section 7.3 hereof has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the courts specified in Section 7.3. 2.18. Under the laws of BermudaNetherlands law, neither the Issuer or the Guarantor nor any of their respective its revenues, assets or properties has any right of immunity from service of process or from the jurisdiction of competent courts of Bermuda the Netherlands or the United States or the State of New York in connection with any suit, action or proceeding, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment or from any other legal process with respect to its obligations under this Agreement, the Issuing and Paying Agency Agreement, the Notes Agent Agreement or the GuaranteeNotes. 2.15 Each of the 2.19. The Issuer and the Guarantor is permitted to make all payments under this Agreement, the Issuing and Paying Agency Agreement, Agent Agreement and the Notes and the Guarantee, as applicable, to holders of the Notes persons that are non-residents of Bermudathe Netherlands or United Kingdom, free and clear of and without deduction or withholding for or on account of any taxes or other governmental charges imposed by Bermudathe Netherlands or the United Kingdom. There is no stamp or documentary tax or other charge imposed by any governmental agency having jurisdiction over (other than court fees) payable in the Issuer Netherlands or the Guarantor United Kingdom in connection with the execution, delivery, issuance, payment, performance, enforcement or introduction into evidence in a court of Bermuda the Netherlands or the United Kingdom of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or any Note. 2.16 2.20. The choice of New York law to govern this Agreement, the Issuing and Paying Agency Agent Agreement, the Guarantee and the Notes is, under the laws of BermudaNetherlands law, a valid, effective and irrevocable choice of law, subject to the limitations of the Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (“Rome I”), and the submission by the Issuer and the Guarantor in Section 7.3 (b) of the this Agreement to the jurisdiction of the courts of the United States District Court and the State of New York located in the Borough of Manhattan is valid and binding upon the Issuer under Netherlands law, subject to the Council Regulation (EC) No. 1215/2012 of 12 December 2012 on Jurisdiction and the Guarantor under Recognition and Enforcement of Judgments in Civil and Commercial Matters (Recast) and the laws rules and regulations promulgated pursuant thereto (the “Recast Enforcement Regulation”), the Convention of Bermuda30 October 2007 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (the “Lugano II Convention”), and any instrument or national legislation referred to in Article 67 of the Recast Enforcement Regulation or the Lugano II Convention, and limited exceptions contained in the Netherlands Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). 2.17 2.21. Any final judgment rendered by any a competent court referred to in Section 2.16 of the United States or the State of New York in an action to enforce the obligations of the Issuer or the Guarantor under this Agreement, the Issuing and Paying Agency Agreement, Agent Agreement or the Notes or the Guarantee, as applicable, is capable of being enforced in the courts of Bermudathe Netherlands; provided that in the absence of an enforcement treaty between the Netherlands and the United States, a judgment of a United States court would not automatically be recognized or enforceable in the Netherlands and consequently the dispute would have to be re-litigated before the competent Netherlands court in order to obtain a judgment in respect of this Agreement that can be enforced in the Netherlands against the Issuer. 2.18 2.22. As a condition to the admissibility in evidence of this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or the Notes in the courts of Bermudathe Netherlands, it is not necessary that this Agreement, the Issuing and Paying Agency Agreement, the Guarantee Agent Agreement or the Notes be filed or recorded with any court or other authority.