EXECUTION COPY
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GUARANTY
Dated as of June 24, 1998
among
RENAISSANCERE HOLDINGS LTD.,
as Guarantor,
and
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION,
as Administrative Agent
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GUARANTY
THIS GUARANTY (this "Guaranty") is entered into as of June 24, 1998
between RENAISSANCERE HOLDINGS LTD., a Bermuda company ("Guarantor"), in favor
of the Lenders and the Administrative Agent (individually a "Guarantied Party"
and collectively the "Guarantied Parties"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to such terms
pursuant to Article I.
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement, dated as of June 24, , 1998 (as
from time to time, in whole or in part, the same may be amended, modified,
supplemented, restated, refinanced, refunded or renewed, the "Credit
Agreement"), among Renaissance U.S. Holdings, Inc. (the "Borrower"), Bank of
America National Trust & Savings Association, as administrative agent (the
"Administrative Agent"), and various financial institutions (together with their
respective successors and assigns, collectively the "Lenders" and each
individually a "Lender");
WHEREAS, the Lenders have agreed to make Revolving Loans and Term Loans to
the Borrower on the terms and subject to the conditions contained in the Credit
Agreement;
WHEREAS, as a condition precedent to the making of the initial Loans and
any subsequent Loans under the Credit Agreement, Guarantor is required to
execute and deliver this Guaranty;
WHEREAS, Guarantor has been duly authorized to execute, deliver and
perform this Guaranty; and
WHEREAS, it is in the best interest of Guarantor to execute this Guaranty
inasmuch as Guarantor will derive substantial direct and indirect benefits from
the Loans made from time to time to the Borrower by the Lenders pursuant to the
Credit Agreement;
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, and in order to induce the Lenders
to make Loans (including the initial Loans) to the Borrower pursuant to the
Credit Agreement, Guarantor agrees, for the benefit of the Guarantied Parties,
as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1. Certain Terms. Capitalized terms used herein, unless
otherwise defined herein, shall have the meanings assigned thereto in the Credit
Agreement; provided that such definitions shall survive any termination of the
Credit Agreement. In addition, when used herein the following terms shall have
the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof):
"Administrative Agent" - see Recitals.
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"Borrower" - see Recitals.
"Credit Agreement" - see Recitals.
"Guarantied Parties" - see Preamble.
"Guarantor" - see Preamble.
"Guaranty" - see Preamble.
"Indemnified Parties" - see Section 5.2.
"Lender" or "Lenders" - see Recitals.
"Obligations" - see Section 2.1.
"Subrogation Rights" - see Section 2.6.
ARTICLE II.
GUARANTY PROVISIONS
SECTION 2.1. Guaranty. Guarantor hereby absolutely, unconditionally and
irrevocably:
(a) guaranties to the Guarantied Parties the full and punctual
payment when due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise, and at all times thereafter, of
all obligations of the Borrower to the Guarantied Parties, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, or now
or hereafter existing, or due or to become due under the Credit Agreement
whether for principal, interest, fees, expenses or otherwise (including all such
amounts which would become due but for the operation of the automatic stay
provisions under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
ss. 362(a), and the operation of Sections 502(b) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. ss. 502(b) and ss. 506(b)) (all such obligations
hereinafter collectively called the "Obligations"); and
(b) indemnifies and holds harmless each Guarantied Party for any and
all costs and expenses (including, without limitation, reasonable attorneys'
fees and expenses) incurred by such Guarantied Party in enforcing any rights
under this Guaranty.
This Guaranty constitutes a guaranty of payment when due and not of collection,
and Guarantor specifically agrees that it shall not be necessary or required
that any Guarantied Party exercise any right, assert any claim or demand or
enforce any remedy whatsoever against the Borrower or any other obligor (or any
other Person) before the performance of, or as a condition to, the obligations
of Guarantor hereunder.
SECTION 2.2. Acceleration of Guaranty. Guarantor agrees that, upon the
occurrence of an Event of Default under Section 7.1(e) of the Credit Agreement,
if such event shall occur at a
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time when any of the Obligations may not then be due and payable, Guarantor will
pay to the Administrative Agent, for the benefit of the Administrative Agent and
the Lenders, the full amount which would be payable hereunder by Guarantor if
all Obligations of the Borrower were then due and payable.
SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in all respects
be a continuing, absolute, unconditional and irrevocable guaranty of payment,
and shall remain in full force and effect until all Obligations of the Borrower
have been paid in full, all obligations of Guarantor hereunder shall have been
paid in full and all Commitments shall have terminated. Guarantor guarantees
that the Obligations of the Borrower will be paid strictly in accordance with
the terms of the Credit Agreement and each other Loan Document under which they
arise, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of any Guarantied
Party with respect thereto. The liability of Guarantor under this Guaranty shall
be absolute, unconditional and irrevocable irrespective of:
(a) any lack of validity, legality or enforceability of the Credit
Agreement, any Note or any other Loan Document;
(b) the failure of any Guarantied Party:
(i) to assert any claim or demand or to enforce any right or
remedy against the Borrower, any other obligor or any other Person under the
provisions of the Credit Agreement, any Note, any other Loan Document or
otherwise; or
(ii) to exercise any right or remedy against any other
guarantor of, or collateral securing, any Obligations of the Borrower or any
other obligor;
(c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of the Borrower or any other
obligor, or any other extension, compromise or renewal of any Obligations of the
Borrower or any other obligor;
(d) any reduction, limitation, impairment or termination of the
Obligations of the Borrower or any other obligor for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to (and Guarantor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, the Obligations
of the Borrower, any other obligor or otherwise;
(e) any amendment to, rescission, waiver, or other modification of,
or any consent to any departure from, any of the terms of the Credit Agreement,
any Note or any other Loan Document;
(f) any addition, exchange, release, surrender or non-perfection of
any collateral, or any amendment to or waiver or release or addition of, or
consent to any departure from, any other guaranty, held by any Guarantied Party
securing any of the Obligations of the Borrower or any other obligor; or
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(g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the Borrower, any
other obligor, any surety or any guarantor other than payment in full of the
Obligations.
SECTION 2.4. Reinstatement, etc. Guarantor agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Obligations is rescinded or must
otherwise be restored by any Guarantied Party, upon the insolvency, bankruptcy
or reorganization of the Borrower, any other obligor or otherwise, all as though
such payment had not been made.
SECTION 2.5. Waiver, etc. Guarantor hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Obligations
of the Borrower or any other obligor, and this Guaranty and any requirement that
the Administrative Agent or any other Guarantied Party protect, secure, perfect
or insure any security interest or Lien, or any property subject thereto, or
exhaust any right or take any action against the Borrower, any other obligor or
any other Person (including any other guarantor) or entity or any collateral
securing the Obligations of the Borrower or any other obligor, as the case may
be.
SECTION 2.6. Waiver of Subrogation; Subordination. Guarantor hereby
irrevocably waives with respect to the Borrower, until termination of the
Commitment of the Lenders with respect to the Borrower and thereafter until the
prior indefeasible payment in full in cash of all Obligations of the Borrower
under the Loan Documents, any claim or other rights which it may now or
hereafter acquire against the Borrower or any other obligor that arises from the
existence, payment, performance or enforcement of Guarantor's obligations under
this Guaranty or any other Loan Document or otherwise, including any right of
subrogation, reimbursement, exoneration, or indemnification, any right to
participate in any claim or remedy of the Guarantied Parties against the
Borrower or any other obligor or any collateral which any Guarantied Party now
has or hereafter acquires, whether or not such claim, remedy or right (all such
claims, remedies and rights being collectively called "Subrogation Rights")
arises in equity, or under contract, statute or common law, including the right
to take or receive from the Borrower or any other obligor, directly or
indirectly, in cash or other property or by set-off or in any manner, payment or
security on account of such claim or other rights. If any amount shall be paid
to Guarantor in violation of the preceding sentence and the Obligations shall
not have been paid in cash, in full, and the Commitments of the Lenders have not
been terminated, such amount shall be deemed to have been paid to Guarantor for
the benefit of, and held in trust for, the Guarantied Parties, and shall
forthwith be paid to the Guarantied Parties to be credited and applied upon the
obligations of the Borrower, whether matured or unmatured. Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Credit Agreement and that the waiver
set forth in this Section is knowingly made in contemplation of such benefits.
SECTION 2.7. Successors, Transferees and Assigns; Transfers of Notes, etc.
This Guaranty shall:
(a) be binding upon Guarantor, and its successors, transferees and
assigns; and
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(b) inure to the benefit of and be enforceable by the Administrative
Agent and each other Guarantied Party.
Without limiting the generality of clause (b), each Lender may assign or
otherwise transfer (in whole or in part) any Note or Loan held by it to any
other Person, and such other Person shall thereupon become vested with all
rights and benefits in respect thereof granted to such Lenders under any Loan
Document (including this Guaranty) or otherwise. Notwithstanding anything
contained in this Section 2.7 to the contrary, this Section 2.7 shall not be
deemed to enlarge or create additional rights with respect to any Lender's
ability to assign its Commitments and Loans or rights under any Note or any
other Loan Document pursuant to Section 10.8 of the Credit Agreement, and this
Section 2.7 is expressly made subject thereto.
SECTION 2.8. Payments Free and Clear of Taxes, etc. Guarantor hereby
agrees that:
(a) any and all payments made by such Guarantor hereunder shall be
made in accordance with Section 3.1 of the Credit Agreement free and clear of,
and without deduction for, any and all Taxes.
(b) Guarantor hereby indemnifies and holds harmless each Guarantied
Party for the full amount of any Taxes paid by such Guarantied Party in
connection with any payments under this Guaranty and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted.
(c) Without prejudice to the survival of any other agreement of
Guarantor hereunder, the agreements and obligations of Guarantor contained in
this Section 2.8 shall survive the payment in full of the principal of and
interest on the Loans.
SECTION 2.9. Right of Offset. In addition to and not in limitation of all
rights of offset that any Guarantied Party may have under applicable law or any
other Loan Document, subject to the terms of the Credit Agreement, each
Guarantied Party shall upon the occurrence of any Event of Default and whether
or not such Guarantied Party has made any demand or Guarantor's obligations are
matured, have the right to appropriate and apply to the payment of Guarantor's
obligations hereunder all deposits (general or special, time or demand,
provisional or final) then or thereafter held by, and other indebtedness or
property then or thereafter owing to, such Guarantied Party whether or not
related to this Guaranty or any transaction hereunder.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; INCORPORATION BY REFERENCE
To induce the Administrative Agent and each Lender to enter into the
Credit Agreement and to make the Loans thereunder, Guarantor represents and
warrants to the Administrative Agent and each Lender that:
SECTION 3.1. Organization, etc. Guarantor and each of its Subsidiaries is
a company duly organized, validly existing and in good standing under the laws
of the jurisdiction of its
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incorporation or formation and each of Guarantor and its Subsidiaries is duly
qualified to transact business and in good standing as a foreign corporation,
authorized to do business in each jurisdiction where the nature of its business
makes such qualification necessary except where the failure to so qualify could
reasonably be expected to have a Material Adverse Effect.
SECTION 3.2. Authorization. The Guarantor (a) has the power to execute,
deliver and perform this Guaranty, and (b) has taken all necessary action to
authorize the execution, delivery and performance by it of this Guaranty and the
other Loan Documents to which it is a party.
SECTION 3.3. No Conflict. The execution, delivery and performance by
Guarantor of this Guaranty does not and will not (a) contravene or conflict with
any provision of any law, statute, rule or regulation, (b) contravene or
conflict with, result in any breach of, or constitute a default under, any
material agreement or instrument binding on Guarantor or any of its Subsidiaries
(including, without limitation, any writ, judgment, injunction or other similar
court order), (c) result in the creation or imposition of or the obligation to
create or impose any Lien upon any of the property or assets of the Guarantor or
any of its Subsidiaries or (d) contravene or conflict with any provision of the
memorandum of incorporation or by-laws of Guarantor.
SECTION 3.4. Incorporation by Reference. Guarantor agrees that the
representations and warranties of Guarantor set forth in Section 4 of the
Revolving Credit Agreement (other than Sections 4.2, 4.3 and 4.8,) shall be
incorporated by reference in this Guaranty in their entirety as if fully set
forth herein with the same effect as if applied to this Guaranty. All
capitalized terms set forth in such Sections shall have the meanings provided in
the Revolving Credit Agreement; provided that for purposes of this Guaranty, to
the extent set forth in the Revolving Credit Agreement (a) the term "Borrower"
shall be deemed to refer to Guarantor and (b) the terms "Agent", "Lenders", and
"Required Lenders" shall be deemed to refer to the Administrative Agent, the
Lenders and the Required Lenders as such terms are defined in the Credit
Agreement. Such representations and warranties shall not be affected in any
manner by the termination of the Revolving Credit Agreement.
ARTICLE IV.
COVENANTS
SECTION 4.1. Guarantor agrees that, on and after the Closing Date until
the termination or expiration of the Commitments and for so long thereafter as
any of the Obligations or the obligations of Guarantor hereunder remain unpaid
or outstanding (except Obligations which by the terms hereof survive the payment
in full of the Loans and termination of this Guaranty), the Guarantor will
comply with the covenants set forth in Sections 5 and 6 of the Revolving Credit
Agreement and the terms and provisions set forth therein shall be incorporated
by reference in this Guaranty in their entirety as if fully set forth herein
with the same effect as if applied to this Guaranty. All capitalized terms set
forth in Sections 5 and 6 of the Revolving Credit Agreement shall have the
meanings provided in the Revolving Credit Agreement; provided that for purposes
of this Guaranty, to the extent set forth in the Revolving Credit Agreement (a)
the term "Borrower" shall be deemed to refer to Guarantor and (b) the terms
"Agent", "Lenders", and "Required Lenders", shall be deemed to refer to the
Administrative Agent, the Lenders and the
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Required Lenders as such terms are defined in the Credit Agreement. Such
covenants shall not be affected in any manner by any amendment or modification
of or the termination of the Revolving Credit Agreement; provided, that any
amendment, agreement or waiver to the Revolving Credit Agreement which has been
agreed to by the Required Lenders (as defined in the Credit Agreement), as
Lenders under the Revolving Credit Agreement, shall be, upon the effectiveness
thereof, automatically deemed to be an amendment, modification or supplement of
the Revolving Credit Agreement as incorporated herein without further action on
the part of the Guarantor or the Guaranteed Parties.
SECTION 4.2. Certain Indebtedness. Guarantor shall not, and shall not
permit any of its Insurance Subsidiaries to amend or modify any provision of the
Revolving Credit Agreement if such amendment or modification could have an
adverse effect on the Lenders or any material provision of the Loan Documents.
ARTICLE V.
MISCELLANEOUS
SECTION 5.1. The Guarantor agrees to pay, or cause to be paid, on demand
all reasonable expenses of the Administrative Agent (including the
non-duplicative fees and reasonable expenses of counsel (including allocated
costs and expenses of in-house counsel) and of local counsel, if any, who may be
retained by such counsel) in connection with:
(a) the negotiation, preparation, execution and delivery of the
Credit Agreement, this Guaranty and the other Loan Documents, including
schedules and exhibits, and any amendments, waivers, consents, supplements or
other modifications to the Credit Agreement, this Guaranty or the other Loan
Documents as may from time to time hereafter be required, whether or not the
transactions contemplated hereby or thereby are consummated; and
(b) the preparation and/or review of the form of any document or
instrument relevant to the Credit Agreement, this Guaranty or any other Loan
Document.
The Guarantor further agrees to pay, and to hold the Guarantied Parties harmless
from all liability for, any stamp or other Taxes (other than income taxes of the
Guarantied Parties) which may be payable in connection with the execution or
delivery of the Credit Agreement, any Borrowing thereunder, the issuance of the
Notes, this Guaranty or any other Loan Document. The Guarantor also agrees to
reimburse the Guarantied Parties upon demand for all reasonable expenses
(including attorneys' fees and legal expenses) incurred by the Guarantied
Parties in connection with the enforcement of any Obligations or obligations
hereunder and the consideration of legal issues relevant hereto and thereto. All
obligations of the Guarantor provided for in this Section 6.1 shall survive
termination of this Agreement. Notwithstanding the foregoing, no Guarantied
Party shall have the right to reimbursement under this Section 6.1 for amounts
determined by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Guarantied Party.
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SECTION 5.2. The Guarantor agrees to indemnify each Guarantied Party and
its directors, officers, employees, persons controlling or controlled by any of
them or their respective agents, consultants, attorneys and advisors (the
"Indemnified Parties") and hold each Indemnified Party harmless from and against
any and all liabilities, losses, claims, damages, costs and expenses of any kind
to which any of the Indemnified Parties may become subject, whether directly or
indirectly (including, without limitation, the reasonable fees and disbursements
of counsel for any Indemnified Party), relating to or arising out of the Credit
Agreement, this Guaranty, the other Loan Documents, or any actual or proposed
use of the proceeds of the Loans hereunder; provided, that no Indemnified Party
shall have the right to be indemnified hereunder for its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction. All
obligations of the Guarantor provided for in this Section 6.2 shall survive
termination of the Credit Agreement and this Guaranty.
SECTION 5.3. All notices, requests and other communications to any party
hereunder shall be in writing (including facsimile) and shall be given to in the
case of the Guarantor at its address or facsimile number set forth on the
signature page hereof and in the case of any Guarantied Party, care of the
Administrative Agent at the address or facsimile number set forth on its
signature page to the Credit Agreement, provided that all reports and other
notices required pursuant to Section 5.1 of the Revolving Credit Agreement shall
be provided to the Administrative Agent and to each Lender at its address or
facsimile number set forth on its signature page to the Credit Agreement) or
such other address or facsimile or telex number as such party may hereafter
specify for the purpose by written notice to the Administrative Agent or the
Guarantor, as the case may be. Each such notice, request or other communication
shall be effective (a) if given by facsimile when such facsimile is transmitted
in legible form to the facsimile number specified in this Section, receipt
confirmed and (b) if given by overnight delivery, when delivered for overnight
(next day) delivery, addressed as specified in this Section.
SECTION 5.4. This Guaranty, and the terms, covenants and conditions
hereof, shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and assigns, except Guarantor shall not be
permitted to assign this Guaranty nor any interest herein nor in the Collateral,
nor any part thereof, nor otherwise pledge, encumber or grant any option with
respect to the Collateral, nor any part thereof, except in accordance with the
terms of the Credit Agreement.
SECTION 5.5. The provisions of this Guaranty may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by Guarantor and by the Administrative Agent, and then
any such amendment, modification, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. The
Administrative Agent shall not execute any such amendment, modification or
waiver unless it has received the consent of the Required Lenders or all the
Lenders, as the case may be, as provided in Section 10.1 of the Credit
Agreement.
SECTION 5.6. The section headings in this Guaranty are inserted for
convenience of reference and shall not be considered a part of this Guaranty or
used in its interpretation.
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SECTION 5.7. No action of any Guarantied Party permitted hereunder shall
in any way affect or impair the rights of any Guarantied Party and the
obligations of Guarantor under this Guaranty. Guarantor hereby acknowledges that
there are no conditions to the effectiveness of this Guaranty.
SECTION 5.8. All obligations of Guarantor and rights of the Guarantied
Parties or obligation expressed in this Guaranty shall be in addition to and not
in limitation of those provided in applicable law or in any other written
instrument or agreement relating to any of the Obligations.
SECTION 5.9. Governing Law and Jurisdiction. THIS GUARANTY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS;
PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.
SECTION 5.10. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS
OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE GUARANTOR, THE ADMINISTRATIVE AGENT
AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE GUARANTOR, THE
ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. THE GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS EACH
WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID OR BY ANY OTHER MEANS PERMITTED BY ILLINOIS OR FEDERAL LAW.
SECTION 5.11. This Guaranty may be executed in any number of counterparts,
each of which shall for all purposes be deemed an original, but all such
counterparts shall constitute but one and the same agreement. Guarantor hereby
acknowledges receipt of a true, correct and complete counterpart of this
Guaranty.
SECTION 5.12. The Administrative Agent acts herein as agent for itself and
any and all future holders of the Obligations.
SECTION 5.13. Waiver of Jury Trial . THE GUARANTOR, THE LENDERS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
GUARANTY, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION,
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PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE GUARANTOR, THE
LENDERS AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS GUARANTY OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS.
SECTION 5.14. Currency Indemnity. If, for the purposes of obtaining
judgment in any court in any jurisdiction with respect to any Loan Document, it
becomes necessary to convert into the currency of such jurisdiction (the
"Judgment Currency") any amount due under any Loan Document in any currency
other than the Judgment Currency (the "Currency Due"), then conversion shall be
made at the rate of exchange prevailing on the Business Day before the day on
which judgment is given. For this purpose, "rate of exchange" means the rate at
which the Administrative Agent is able, on the relevant date, to purchase the
Currency Due with the Judgment Currency in accordance with its normal practice
at its main branch in San Francisco, California. In the event that there is a
change in the rate of exchange prevailing between the Business Day before the
day on which the judgment is given and the date of payment of the amount due,
the Guarantor will, on the day of payment, pay such additional amount, if any,
or be entitled to receive reimbursement of such amount, if any, as may be
necessary to ensure that the amount paid on such date is the amount in the
Judgment Currency which when converted at the rate of exchange prevailing on the
date of payment is the amount then due under any Loan Document in the Currency
Due. If the amount of the Currency Due which the Administrative Agent is so able
to purchase is less than the amount of the Currency Due originally due to it,
the Guarantor shall indemnify and save the Administrative Agent harmless from
and against loss or damage arising as a result of such deficiency. This
indemnity shall constitute an obligation separate and independent from the other
obligations contained in any Loan Document, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted
by the Administrative Agent from time to time and shall continue in full force
and effect notwithstanding any judgment or order for a liquidated sum in respect
of an amount due under any Loan Document or under any judgment or order.
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
RENAISSANCERE HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: /s/ Xxxx X. Xxxxxx
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Title: Senior Vice President and CFO
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Notice Address:
Xxxxxxxxxxx Xxxxx
0-00 X. Xxxxxxxx
Xxxxxxxx XX00, Xxxxxxx
Attention: Xxxx Xxxxxx, Chief Financial Officer
Telephone: 000-000-0000
Facsimile: 000-000-0000
