Exhibit 10.1

DATED 18 NOVEMBER 2011

TALBOT HOLDINGS LTD.

AS BORROWER

VALIDUS HOLDINGS, LTD.

AS GUARANTOR

VALIDUS REINSURANCE, LTD.

AS SECURITY PROVIDER

LLOYDS TSB BANK PLC

AND

ING BANK N.V., LONDON BRANCH

AS MANDATED LEAD ARRANGERS AND BOOKRUNNERS

LLOYDS TSB BANK PLC

AS AGENT

AND

LLOYDS TSB BANK PLC

AS SECURITY TRUSTEE

AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO A $100,000,000 STANDBY LETTER
OF CREDIT FACILITY AGREEMENT
DATED 28 NOVEMBER 2007 AS AMENDED BY AN
AMENDMENT AND RESTATEMENT AGREEMENT DATED
19 NOVEMBER 2009 AND AN AMENDMENT AGREEMENT
DATED 2 AUGUST 2011

CONTENTS

THIS AGREEMENT is dated      November 2011 and made between:

(1)         THE BORROWER (as defined in the Original Facility Agreement);

(2)         THE GUARANTOR (as defined in the Original Facility Agreement);

(3)         VALIDUS REINSURANCE, LTD (the “Security Provider”);

(4)         ING BANK N.V., LONDON BRANCH and LLOYDS TSB BANK PLC as lenders (the “Lenders”);

(5)         ING BANK N.V., LONDON BRANCH and LLOYDS TSB BANK PLC as mandated lead arrangers and bookrunners (whether acting individually or together, the “Arranger”);

(6)         LLOYDS TSB BANK PLC as agent of the other Finance Parties other than the Security Trustee (the “Agent”); and

(7)         LLOYDS TSB BANK PLC as security trustee for the Secured Parties (the “Security Trustee”).

IT IS AGREED as follows:

1.           DEFINITIONS AND INTERPRETATION

1.1         Definitions

In this Agreement:

“Effective Date” means the date on which the Agent confirms to the Lenders and the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent.

“Fee Letter” means a fee letter dated on or about the date of this Agreement between the Borrower and the Arranger, setting out any of the fees referred to in Clause 5 (Fees, costs and expenses).

“Letter of Comfort” means a comfort letter from Lloyd’s substantially in the form set out in Schedule 8 (Letter of Comfort) of the Restated Agreement with such amendments as may be requested by the Agent.

“Original Facility Agreement” means the $100,000,000 standby letter of credit facility agreement dated 28 November 2007 between the Borrower, the Guarantor, the Agent, the Arranger, the Security Trustee and others, as previously amended and restated by an amendment and restatement agreement dated 19 November 2009 between the Borrower, the Guarantor, the Agent, the Arranger, the Security Trustee, the Lenders as continuing lenders and  Calyon as exiting lender, and by an amendment agreement dated 2 August 2011 between the Borrower, the Guarantor, the Lenders, the Agent and the Security Trustee.

“Restated Agreement” means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in Schedule 2 (Restated Agreement).

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1.2         Incorporation of defined terms

(a)           Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.

(b)           The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3         Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

1.4         Third party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5         Designation

In accordance with the Original Facility Agreement, each of the Borrower and the Agent designates this Agreement as a Finance Document.

2.           RESTATEMENT

With effect from the Effective Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 2 (Restated Agreement).

3.           REPRESENTATIONS

The Representations (as set out in the Original Facility Agreement) are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on the date of this Agreement and the Representations (as set out in the Restated Agreement) are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on the Effective Date.

4.           CONTINUITY AND FURTHER ASSURANCE

4.1         Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

4.2         Confirmation of guarantee obligations

For the avoidance of doubt, the Guarantor confirms  for the benefit of the Finance Parties that its guarantee to each Finance Party of the punctual performance by each other Obligor of all of that Obligor’s obligations under the Finance Documents and its indemnity to the Finance Parties each as set out in clause 19 (Guarantee and Indemnity) of the Original Facility Agreement:

(a)           remain in full force and effect notwithstanding the amendments referred to in Clause 2 (Restatement); and

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(b)           extend to any new obligations assumed by any Obligor under the Finance Documents as a result of this Agreement (including, but not limited to, under the Restated Agreement).

4.3         Confirmation of Security

For the avoidance of doubt, each of the Guarantor and the Security Provider confirms for the benefit of the Finance Parties that the Security created by it pursuant to each Security Document to which it is a party shall:

(a)           remain in full force and effect notwithstanding the amendments referred to in Clause 2 (Restatement); and

(b)           continue to secure the Secured Obligations under the Finance Documents as amended (including, but not limited to, under the Restated Agreement).

4.4         Further Assurance

Each Obligor, shall, at the request of the Agent and at such Obligor’s own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5.           FEES, COSTS AND EXPENSES

5.1         Structuring Fee

The Borrower shall pay to Lloyds TSB Bank plc in its capacity as Arranger the structuring fees specified in a Fee Letter between Lloyds TSB Bank plc in its capacity as Arranger and the Borrower at the times, and in the amounts, specified in such letter.

5.2         Participation Fee

The Borrower shall pay to the Arranger the participation fees specified in a Fee Letter between the Arranger and the Borrower at the times, and in the amounts, specified in such letter.

5.3         Agency Fee

The Borrower shall pay to the Agent for its own account, the agency fees payable in accordance with clause 16.4 (Agency Fees) of the Restated Agreement.

5.4         Transaction expenses

Whether or not the Effective Date occurs, the Borrower shall promptly, within five Business Days of demand, pay the Agent, the Arranger and the Security Trustee the amount of all costs and expenses (including, but not limited to, legal fees and disbursements) reasonably incurred by any of them (and, in the case of the Security Trustee, by any Receiver or Delegate) in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

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6.           MISCELLANEOUS

6.1         Incorporation of terms

The provisions of clause 34 (Notices), clause 36 (Partial Invalidity), clause 37 (Remedies and waivers) and clause 42 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” or “the Finance Documents” are references to this Agreement.

6.2         Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

7.           GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1      
CONDITIONS PRECEDENT

1.           Corporate Documents

(a)           A copy of the constitutional documents of each Obligor and each other member of the Group that is party to this Agreement or a certificate from a director or officer of the Guarantor confirming that its constitutional documents and those of the other Obligors delivered to the Agent in connection with the Original Facility Agreement have not been amended and remain correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(b)           A copy of a resolution of the board of directors of each Obligor and each other member of the Group that is party to this Agreement:

(i)       approving the terms of, and the transactions contemplated by, this Agreement and the Fee Letters to which it is a party, and resolving that it execute this Agreement and the Fee Letters to which it is a party;

(ii)      authorising a specified person or persons to execute this Agreement and the Fee Letters to which it is a party on its behalf; and

(iii)     authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with this Agreement and the Fee Letters to which it is a party.

(c)           A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)           A certificate of the Guarantor (signed by a director or officer of the Guarantor) confirming that neither the execution, delivery and performance by the Guarantor or any of its Significant Subsidiaries that is party to this Agreement of this Agreement nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein:

(i)       will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality;

(ii)      will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Liens in favour of the Security Trustee pursuant to the Security Documents) upon any of its property or

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assets or those of any of its Significant Subsidiaries pursuant to the terms of any material indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which it or any of its Significant Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject; or

(iii)     will violate any provision of its certificate of incorporation, by-laws or other organisational documents, nor those of its Significant Subsidiaries.

(e)           A copy of a resolution of the Guarantor in its capacity as holder of the outstanding shares of the Security Provider, approving the terms of, and the transactions contemplated by, this Agreement.

(f)            A certificate of the Guarantor (signed by a director or officer of the Guarantor) certifying that each copy document delivered to the Agent pursuant to paragraphs 1(a), 1(b), 1(e) and 3(c) of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.           Legal opinions

(a)           A legal opinion of Clifford Chance LLP, legal advisers to the Arranger and the Agent in England, substantially in the form distributed to the Lenders prior to signing this Agreement.

(b)           A legal opinion of Conyers, Dill & Pearman, legal advisers to the Arranger and the Agent in Bermuda, substantially in the form distributed to the Lenders prior to signing this Agreement.

3.           Other documents and evidence

(a)           A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(b)           Evidence that all actual or contingent liabilities under each Letter of Credit issued under the Original Facility Agreement have been or will be irrevocably discharged and released and that each such Letter of Credit has been cancelled and returned to the Agent no later than the Effective Date.

(c)           The unaudited consolidated financial statements of the Borrower for its financial year ended 31 December 2010.

(d)           The audited consolidated financial statements of the Guarantor for its financial year ended 31 December 2010.

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(e)           The executed Fee Letters and evidence that all fees, costs and expenses payable pursuant to those letters and pursuant to Clause 5 (Fees, costs and expenses) have been or will be paid.

(f)            A statement provided by the Bank of New York in relation to the value of the collateral in the Collateral Accounts as of the date of this Agreement.

(g)           Evidence that the Security Provider has an A.M. Best financial strength rating of at least “A-”.

(h)           The Letter of Comfort.

(i)            The Business Plan.

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SCHEDULE 2

RESTATED AGREEMENT

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DATED 28 NOVEMBER 2007

TALBOT HOLDINGS LTD.

AS ORIGINAL BORROWER

VALIDUS HOLDINGS, LTD.

AS ORIGINAL GUARANTOR

LLOYDS TSB BANK PLC

AND

ING BANK N.V., LONDON BRANCH

AS MANDATED LEAD ARRANGERS

ING BANK N.V., LONDON BRANCH

AS STRUCTURING AGENT

LLOYDS TSB BANK PLC

AS AGENT

AND

LLOYDS TSB BANK PLC

AS SECURITY TRUSTEE

$25,000,000 STANDBY LETTER OF CREDIT
FACILITY AGREEMENT (AS AMENDED AND RESTATED
PURSUANT TO AN AMENDMENT AND RESTATEMENT
AGREEMENT DATED 19 NOVEMBER 2009, AN
AMENDMENT AGREEMENT DATED 2 AUGUST 2011 AND
AN AMENDMENT AND RESTATEMENT
AGREEMENT DATED 18 NOVEMBER 2011)

CONTENTS

THIS AGREEMENT is made on 28 November 2007

BETWEEN

(1)         TALBOT HOLDINGS LTD. as original borrower (the “Original Borrower”);

(2)         VALIDUS HOLDINGS, LTD. as original guarantor (the “Original Guarantor”);

(3)         ING BANK N.V., LONDON BRANCH and LLOYDS TSB BANK PLC as mandated lead arranger(s) (whether acting individually or together, the “Arranger”);

(4)         ING BANK N.V. as structuring agent (the “Structuring Agent”);

(5)         LLOYDS TSB BANK PLC as agent of the other Finance Parties other than the Security Trustee (the “Agent”);

(6)         LLOYDS TSB BANK PLC as Security Trustee for the Secured Parties (the “Security Trustee”); and

(7)         THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the “Original Lenders”).

WHEREAS:

In support of the obligations of the Borrowers under their 2012 and 2013 underwriting years’ letter of credit facility procurement agreements and capital stack arrangements with Talbot 2002 Underwriting Capital Ltd., Validus Holdings, Ltd., as Original Guarantor, and Talbot Holdings Ltd., as Original Borrower, enter into this Agreement.

ACCORDINGLY, IT IS AGREED as follows.

SECTION 1
INTERPRETATION

1.           DEFINITIONS AND INTERPRETATION

1.1         Definitions

In this Agreement:

“Accepting Parties” has the meaning given to such term in Clause 10.6 (Partial approval of Commitment Increase Request).

“Account Party” means Talbot 2002 Underwriting Capital Ltd.

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Additional Lender” has the meaning given to such term in Clause 10.4 (Decline of Commitment Increase Request).

“Additional Lender Accession Letter” means an additional lender accession letter from

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an Additional Lender to the Agent substantially in the form set out in Schedule  16 (Additional Lender Accession Letter).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Advance Rate” means, for any category of Cash or obligation or investment specified in Schedule 9 (Eligible Collateral Table) in the column entitled “Cash and Eligible Securities” in the Eligible Collateral Table (other than Cash, the “Eligible Securities”), the percentage set forth opposite such category of Cash or Eligible Securities in the column entitled “Advance Rate” of the Eligible Collateral Table and, in each case, subject to the original term to maturity criteria set forth therein.

“Affiliate” means, with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“A.M. Best” means A.M. Best Company and its successors.

“Amendment Agreement” means the amendment and restatement agreement dated 18  November 2011 between the Parties relating to this Agreement.

“Applicable Insurance Regulatory Authority” means, when used with respect to any Regulated Insurance Company:

(a)             the insurance department or similar administrative authority or agency located in each state or jurisdiction (foreign or domestic) in which such Regulated Insurance Company is domiciled; or

(b)            to the extent asserting regulatory jurisdiction over such Regulated Insurance Company, the insurance department, authority or agency in each state or jurisdiction (foreign or domestic) in which such Regulated Insurance Company is licensed,

and shall include any federal or national insurance regulatory department, authority or agency that may be created and that asserts insurance regulatory jurisdiction over such Regulated Insurance Company.

“Approved Credit Institution” means a credit institution within the meaning of the First Council Directive on the co-ordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of credit institutions (No. 77/780/EEC) which has been approved by the Council of Lloyd’s for the purpose of providing guarantees and issuing or confirming letters of credit comprised (or to be comprised) in a member’s Funds at Lloyd’s.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing or registration.

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“Authorised Signatory” means, in relation to an Obligor, any person who is duly authorised (in such manner as may be reasonably acceptable to the Agent) and in respect of whom the Agent has received a certificate signed by a director or another Authorised Signatory of such Obligor setting out the name and signature of such person and confirming such person’s authority to act.

“Availability Period” means the period commencing on the date of this Agreement and ending on 31 December 2012.

“Available Commitment” means, in relation to a Lender at any time and save as otherwise provided herein its Commitment less the Base Currency Amount of its share of the Outstandings at such time provided that such amount shall not be less than zero.

“Available Facility” means, at any time, the aggregate of the Available Commitments adjusted, in the case of a proposed utilisation, so as to take into account:

(a)             any reduction in the Commitment of a Lender pursuant to the terms hereof;

(b)            the Base Currency Amount of any Letter of Credit which pursuant to any other utilisation, is to be issued; and

(c)             the Base Currency Amount of any Letter of Credit which is due to expire or returned as cancelled,

on or before the proposed Utilisation Date relating to such utilisation.

“Base Currency” means dollars.

“Base Currency Amount” means, in relation to a Letter of Credit, the amount specified in the Utilisation Request for that Letter of Credit (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request).

“Bermuda Companies Law” means the Companies Act 1981 of Bermuda as amended from time to time including every modification, reenactment or revision thereof for the time being in force.

“Borrower” means the Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors).

“Borrowing Base” means, at any time, the aggregate amount of Cash and Eligible Securities held in the Collateral Accounts under the Security Agreement at such time multiplied in each case by the respective Advance Rates for Cash and such Eligible Securities (the value of Eligible Securities at any time being determined on the basis of the Borrowing Base Report (as defined in the Security Agreement) then most recently prepared by the Special Report Agent) provided that all Cash and Eligible Securities in respect of any Borrowing Base shall only be included in such Borrowing Base to the extent the same are subject to a first priority perfected security interest in favour of the Security Trustee pursuant to the Security Documents.

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“Borrowing Base Certificate” means a Borrowing Base Certificate substantially in the form set out in Schedule 10 (Form of Borrowing Base Certificate) or in such other form reasonably acceptable to the Agent.

“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open for business in both London and New York.

“Business Plan” means the 2012 business plan of the Original Guarantor, a copy of which has been provided to the Agent pursuant to paragraph 3(i) of Schedule 1 (Conditions Precedent) of the Amendment Agreement.

“Capital Lease Obligations” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Capital Markets Product” means, as to any person, any security, commodity, derivative transaction or other financial or similar product purchased, sold or entered into by such person for the purpose of a third-party undertaking or assuming one or more risks otherwise assumed by such person or entered into by such person for the purpose of managing one or more risks otherwise assumed by such person or other agreements or arrangements entered into by such person designed to transfer credit risk from one party to another, including:

(a)             any structured insurance product, catastrophe bond, rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity hedge, equity or equity index swap, equity or equity index option, bond option, interest rate option or hedge, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or swap transaction, credit protection transaction, credit swap, credit default swap (including single default, single-name, basket and first-to-default swaps), credit default option, equity default swap, total return swap, credit-linked notes, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sellback transaction, securities lending transaction, weather index transaction, emissions allowance transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions);

(b)            any transaction which is a type of transaction that is similar to any transaction referred to in paragraph (a) above that is currently, or in the future becomes, recurrently entered into in the financial markets;

(c)             any combination of the transactions referred to in paragraphs (a) and (b) above; and

(d)            any master agreement relating to any of the transactions referred to in paragraphs (a), (b) or (c) above.

“Cash” means the category of “Cash” described in the definition of Advance Rate.

“Cash Equivalents” means, as to any person:

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(a)             securities issued or directly and fully guaranteed or insured by the US or any agency or instrumentality thereof (provided that the full faith and credit of the US is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(b)            time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organised under the laws of the US, any state thereof, the District of Columbia or any foreign jurisdiction having, capital, surplus and undivided profits aggregating in excess of $200,000,000, with maturities of not more than one year from the date of acquisition by such person;

(c)             repurchase obligations with a term of not more than 90 days for underlying securities of the types described in paragraph (a) above entered into with any bank meeting the qualifications specified in paragraph (b) above;

(d)            commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in each case maturing not more than one year after the date of acquisition by such person;

(e)             obligations of obligors organised outside the US (including sovereign nations), which obligations are correlative in type, maturity and rating as those set forth in paragraphs (a) through (d) above; and

(f)             investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940 of the US, as amended, substantially all of whose assets are comprised of securities of the types described in paragraphs (a) through (e) above.

“Change of Control” means the occurrence of any of the following events or conditions:

(a)             the Original Borrower or Validus Reinsurance, Ltd. cease to be a Wholly-Owned Subsidiary of the Original Guarantor;

(b)             any person, including any syndicate or group deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Original Guarantor entitling such person to exercise 50% or more of the total voting power of all shares of capital stock of the Original Guarantor that is entitled to vote generally in elections of directors, other than an acquisition by the Original Guarantor, any of its subsidiaries or any employee benefit plans of the Original Guarantor; or

(c)             a majority of the members of the Original Guarantor’s board of directors are persons who are then serving on the board of directors without having been nominated or otherwise approved in writing by at least a majority of the individuals who constituted the board of directors of the Original Guarantor as of the date hereof (or their replacements as herein required)

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“Charged Property” means all the assets of any member of the Group which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Citi Facility” means the uncommitted letter of credit facility pursuant to a master agreement, a pledge agreement, a collateral account control agreement, a corporate mandate and a general communications indemnity, all dated 10 August 2009 and made between Validus Reinsurance, Ltd. and Citibank Europe plc, providing for letters of credit and any modifications, amendments, restatements, waivers, extensions, renewals, replacements or refinancing thereof, provided that any such modifications, amendments, waivers, extensions, renewals, replacements or refinancing be on terms which, when taken together as a whole, are not adverse in any material respect to the interests of the Lenders, as compared to those contained in the Citi Facility as of the date hereof.

“Closing Date” means the Effective Date (as defined in the Amendment Agreement).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means, in relation to any Lender’s Proportion of a Letter of Credit, a deposit in the Collateral Accounts and the term “Collateralised” shall be construed accordingly.

“Collateral Accounts” has the meaning set forth in the Control Agreement.

“Commitment” means:

(a)             in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders); and

(b)            in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement,

together with any increase in such Commitment effected in accordance with Clause 10 (Commitment Increase Request), to the extent not cancelled, reduced or transferred by it under this Agreement.

“Commitment Increase Fee” has the meaning given to such term in Clause 10.2 (Commitment Increase Fee).

“Commitment Increase Request” has the meaning given to such term in Clause 10.1.1.

“Confidential Information” means all information relating to the Original Borrower, the Original Guarantor, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)             any member of the Group or any of its advisers; or

(b)            another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

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in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the Loan Market Association from time to time, or such other form as may be agreed between the Original Borrower and the Agent.

“Consolidated Indebtedness” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Consolidated Net Worth” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Consolidated Total Capital” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Control” means, with respect to any person, the possession, directly or indirectly, of the power:

(a)                                      to vote 10% or more of the voting power of the securities having ordinary voting power for the election of directors of such person; or

(b)                                     to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise,

and “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” has the meaning set forth in the Security Agreement.

“Corporate Member” means the Account Party, being a corporate member of Lloyd’s.

“Credit Institution Confirmation” means the confirmation in form and substance satisfactory to Lloyd’s and substantially in the form set out in Schedule 5 (Form of Credit Institution Confirmation).

“Custodian” means custodian under the Control Agreement and the Security Agreement.

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“Declined Amount” has the meaning given to such term in Clause 10.4 (Decline of Commitment Increase Request).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that has:

(a)                                      failed to fund any portion of its participations in Letters of Credit within three (3) Business Days of the date required to be funded by it hereunder;

(b)                                     notified the Original Borrower or the Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements generally in which it commits to extend credit; or

(c)                                      (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganisation or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganisation or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Delegate” means any delegate, agent, attorney or co-Security Trustee appointed by the Security Trustee.

“Disruption Event” means either or both of:

(a)                                      a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)                                     the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)                        from performing its payment obligations under the Finance Documents; or

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(ii)                     from communicating with other Parties in accordance with the terms of the Finance Documents,

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“DTC” means the Depository Trust Company.

“Eligible Collateral Table” means the table set out in Schedule 9 (Eligible Collateral Table).

“Eligible Investment Grade Securities” means the following categories of Eligible Securities in the column entitled “Advance Rate” of the Eligible Collateral Table:

(a)                                      Investment Grade Municipal Bonds; and

(b)                                     Investment Grade Non-Convertible U.S. Corporate Bonds.

“Eligible Securities” has the meaning provided in the definition of the term “Advance Rate”.

“Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Original Guarantor or any subsidiary directly or indirectly resulting from or based upon:

(a)                                      its violation of any Environmental Law;

(b)                                     its generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials;

(c)                                      its exposure to any Hazardous Materials;

(d)                                     its release or threatened release of any Hazardous Materials into the environment; or

(e)                                      any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing,

but in each of (a) through (e) excluding liabilities arising out of Capital Markets Products and insurance and reinsurance contracts, agreements and arrangements in each case entered into in the ordinary course of business and not for speculative purposes.

“Equity Interests” means, with respect to any person, shares of capital stock of (or other ownership or profit interests in) such person, warrants, options or other rights for the purchase or other acquisition from such person of shares of capital stock of (or other

9

ownership or profit interests in) such person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such person or warrants, rights or options for the purchase or other acquisition from such person of such shares (or such other interests), and other ownership or profit interests in such person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorised or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974 of the US, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Original Guarantor or any of its subsidiaries or is under common control (within the meaning of Section 414(c) of the Code) with the Original Guarantor or any of its subsidiaries.

“Event of Default” means any circumstance described as such in Clause 24 (Events of Default) other than Clause 24.14 (Acceleration and Cancellation).

“Existing Affiliate Transactions” means the transactions set forth on Schedule 15 (Existing Affiliate Transactions).

“Existing Facility” means the $30,000,000 standby letter of credit facility dated 25 November 2003 (as amended and restated by amendment and restatement agreements dated 23 November 2004, 25 November 2005, 2 March 2006 and 29 November 2006 and an amendment letter dated 28 June 2007) and entered into between the Original Borrower as parent, the Account Party and Talbot Underwriting Holdings Ltd as guarantors and Lloyds TSB Bank plc as bank.

“Expiry Date” means, in relation to any Letter of Credit, the date on which the maximum aggregate liability thereunder is to be reduced to zero.

“Facility” means the letter of credit facility granted to the Borrowers in this Agreement.

“Facility Office” means, in relation to the Agent, the office identified with its signature below or such other office as it may select by notice and, in relation to any Lender, the office notified by it to the Agent in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office as it may from time to time select by notice to the Agent.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Original Borrower and the Arrangers (or the Agent and the Original Borrower, the Security Trustee and the Original Borrower or the Structuring Agent and the Original Borrower), setting out any of the fees referred to in Clause 16 (Commitment Commission and fees).

“Finance Documents” means this Agreement, any Fee Letter, any Obligor Accession Letter, any Obligor Resignation Letter, the Security Documents and any other document

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designated in writing as a “Finance Document” by the Agent and the Original Borrower.

“Finance Parties” means the Agent, the Structuring Agent, the Security Trustee, the Arrangers and the Lenders.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower or a Guarantor.

“Five-Year Secured Letter of Credit Facility” means the $500,000,000 five-year secured letter of credit facility dated 12 March 2007 between Validus Holdings, Ltd., Validus Reinsurance, Ltd., JPMorgan Chase Bank, National Association, as administrative agent and others, including the related instruments and agreements executed in connection therewith, and amendments, renewals, replacements, refinancings and restatements to any of the foregoing.

“Foreign Pension Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside the US by the Original Guarantor or any one or more of its subsidiaries primarily for the benefit of employees of the Original Guarantor or such subsidiaries residing outside the US, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Fronting Arrangement” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“FSA Handbook” means the UK Financial Services Authority Handbook of Rules and Guidance (as amended from time to time).

“Funds at Lloyd’s” has the meaning given to it in paragraphs 16 and 17 of the Membership Byelaw (No. 5 of 2005).

“GAAP” means US GAAP, or, in relation to subsidiaries of the Original Guarantor which are incorporated in England and Wales, UK GAAP.

“General Prudential Sourcebook” means the General Prudential Sourcebook for Banks, Building Societies, Insurers and Investment Firms (as amended and replaced from time to time), which forms part of the FSA Handbook.

“Governmental Authority” means the government of the US, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group” means the Original Guarantor and its subsidiaries for the time being.

“Guarantee” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Guarantor” means the Original Guarantor or an Additional Guarantor unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hybrid Capital” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Increase Date” has the meaning given to such term in Clause 10.7 (Increase Date).

“Indebtedness” of any person means, without duplication:

(a)                                      all obligations of such person for borrowed money or with respect to deposits or advances of any kind;

(b)                                     all obligations of such person evidenced by bonds, debentures, notes or similar instruments;

(c)                                      all obligations of such person upon which interest charges are customarily paid and treated as interest expense under GAAP;

(d)                                     all obligations of such person under conditional sale or other title retention agreements relating to property acquired by such person;

(e)                                      all obligations of such person in respect of the deferred purchase price of property or services (excluding current ordinary course trade accounts payable);

(f)                                        all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the Indebtedness secured thereby has been assumed, provided that the amount of Indebtedness of such person shall be the lesser of (i) the fair market value of such property at such date of determination (determined in good faith by the Original Guarantor) and (ii) the amount of such Indebtedness of such other person;

(g)                                     all Guarantees by such person of Indebtedness of others;

(h)                                     all Capital Lease Obligations of such person;

(i)                                         all obligations (or to the extent netting is permitted under the applicable agreement governing such Capital Markets Products and such netting is limited with respect to the counterparty or counterparties of such agreement, all net termination obligations) of such person under transactions in Capital Markets Products; and

(j)                                         all reimbursement obligations of such person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; provided that, Indebtedness shall not include any preferred (including without limitation trust preferred) or preference securities or Hybrid Capital to the

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extent such preferred or preference securities or Hybrid Capital would be treated as equity under the applicable procedures and guidelines of S&P as of the date of this Agreement.

The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such person is not liable therefor. For the avoidance of doubt, Indebtedness shall not include (v) current trade payables (including current payables under insurance contracts and current reinsurance payables) and accrued expenses, in each case arising in the ordinary course of business, (w) obligations and Guarantees of Regulated Insurance Companies with respect to Policies, (x) obligations and Guarantees with respect to products underwritten by Regulated Insurance Companies in the ordinary course of business, including insurance and reinsurance policies, annuities, performance and surety bonds, assumptions of liabilities and any related contingent obligations, (y) Reinsurance Agreements and Fronting Arrangements and Guarantees thereof entered into by any Regulated Insurance Company in the ordinary course of business and (z) indebtedness arising under any Syndicate Arrangement.

“Insurance Business” means one or more aspects of the business of selling, issuing or underwriting insurance or reinsurance and other businesses reasonably related thereto.

“Insurance Contract” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Insurance License” has the meaning given to such term in Clause 20.15 (Insurance Licenses).

“Integrated Prudential Sourcebook” means the Prudential Sourcebook for Insurers (as amended and replaced from time to time), which forms part of the FSA Handbook.

“Interest Period” means, save as otherwise provided herein, in relation to an Unpaid Sum, any of those periods mentioned in Clause 18.1 (Default Interest Periods).

“IPC” means IPC Holdings, Ltd., a company previously organised under the laws of Bermuda and now known as Validus Amalgamation Subsidiary, Ltd. (a company also organised under the laws of Bermuda and previously known as Validus, Ltd.), being the amalgamated company resulting from the amalgamation of IPC Holdings, Ltd. with Validus, Ltd., such amalgamation being effective as at 4 September 2009.

“IPC Facilities” means:

(a)                                      the credit agreement among IPC, IPCRe Limited, the lenders listed on the signature pages thereto, and Wachovia Bank, National Association, as administrative agent and fronting bank, providing for letter of credit in an aggregate amount of up to $250 million at any time outstanding, and any modification, amendments, restatements, waivers, extensions, renewals, replacement or refinancing thereof; and

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(b)                                     the letter of credit master agreement between IPCRe Limited and Citibank N.A., providing for letters of credit and any modifications, amendments, restatements, waivers, extensions, renewals, replacements or refinancing thereof,

provided that any such modifications, amendments, waivers, extensions, renewals, replacements or refinancing be on terms which, when taken together as a whole, are not adverse in any material respect to the interests of the Lenders, as compared to those contained in each of the IPC Facilities as of the date hereof.

“IPCRe Limited” means IPCRe Limited, a company organised under the laws of Bermuda.

“Junior Subordinated Deferrable Debentures” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“L/C Commission Rate” means:

(a)                                      for any period in which all or any part of Borrowing Base consists of Eligible Investment Grade Securities, 0.50 per cent. per annum; and

(b)                                     at any other time, 0.40 per cent. per annum.

“Legal Requirements” means all applicable laws, rules and regulations and interpretations thereof made by any governmental body or regulatory authority (including any Applicable Insurance Regulatory Authority) having jurisdiction over any member of the Group.

“Legal Reservations” means:

(a)                                      the principle that equitable remedies may be granted or refused at the discretion of a court and the limitations imposed by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors or (as the case may be) secured creditors;

(b)                                     the time barring of claims, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c)                                      similar principles, rights and defences under the laws of any other jurisdiction; and

(d)                                     any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions delivered to any of the Finance Parties in connection with the Finance Documents.

“Lender” means any financial institution:

(a)                                      named in Schedule 1 (The Original Lenders); or

(b)                                     which has become a party hereto in accordance with Clause 25 (Changes to the Lenders),

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and which has not ceased to be a party hereto in accordance with the terms hereof.

“Lender’s Proportion” means, in relation to a Letter of Credit, the proportion which that Lender’s participation in that Letter of Credit bears to the participation of all the Lenders, determined in accordance with Clause 3.4 (Each Lender’s Participation in Letters of Credit).

“Letter of Comfort” means a comfort letter from Lloyd’s substantially in the form set out in Schedule 8 (Letter of Comfort) or with such amendments as may be requested by the Original Borrower and/or Lloyd’s and reasonably approved by the Agent.

“Letter of Credit” means a letter of credit issued or to be issued pursuant to Clause 3 (Utilisation of the Facility) substantially in the form set out in Schedule 6 (Form of Letter of Credit) or in such other form requested by the Original Borrower which is approved by the Lenders (such approval not to be unreasonably withheld).

“Leverage Ratio” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“LIBOR” means, in relation to any Unpaid Sum on which interest for a given period is to accrue:

(a)                                      the percentage rate per annum equal to the offered quotation which appears on the appropriate page of the Reuters screen which displays the British Bankers Association Interest Settlement Rate for the relevant currency for such period; or

(b)                                     if such page or such service shall cease to be available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London Interbank market

at 11.00 a.m. on the Quotation Date for such period and, if any such rate is below zero, LIBOR will be deemed to be zero.

“Lien” means, with respect to any asset:

(a)                                      any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset;

(b)                                     the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and

(c)                                      in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Lloyd’s” means the society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s.

“Lloyd’s Trust Deed” means a trust deed in the form prescribed by Lloyd’s for execution by a member, or any other member of the Group which provides Own FAL on

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behalf of a member, in respect of that member’s insurance business.

“Lloyd’s Trust Fund” means a fund held on the terms of a Lloyd’s Trust Deed.

“Majority Lenders” means, save as otherwise provided herein a Lender or Lenders whose Commitments amount (or, if each Lender’s Commitment has been reduced to zero, did immediately before such reduction to zero, amount) in aggregate to more than 50 per cent. of the Total Commitments provided that:

(a)                                      so long as a Lender is a Defaulting Lender, the Commitments of such Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Clause 38 (Amendments and Waivers)); and

(b)                                     any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.

“Managed Syndicate” means Syndicate 1183 at Lloyd’s, which is currently under the management of the Managing Agent.

“Managing Agent” means Talbot Underwriting Ltd.

“Mandatory Costs Rate” means the percentage rate per annum calculated by the Agent in accordance with Schedule 7 (Mandatory Costs Rate).

“Material Adverse Effect” means a material adverse effect on:

(a)                                      the business, operations, assets, liabilities or financial condition of the Group taken as a whole;

(b)                                     the ability of the Obligors or any other member of the Group that is party to any Finance Document to perform their material or payment obligations under the Finance Documents; or

(c)                                      the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents.

“Merger Financing” means Indebtedness of the Original Guarantor or any subsidiary of the Original Guarantor permitted to be incurred pursuant to Clause 23.15 (Indebtedness), all or a portion of the proceeds of which are used to consummate the Transatlantic Acquisition, and any amendment, renewal, replacement, refinancing or restatement thereof.

“Minimum Consolidated Net Worth Amount” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Original Guarantor, or any ERISA Affiliate, and each such plan for the

16

five year period immediately following the latest date on which the Original Guarantor or such ERISA Affiliate contributed to or had an obligation to contribute to such plan.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“Net Income” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Net Worth” means, as to any person, the sum of its capital stock (including its preferred stock), capital in excess of par or stated value of shares of its capital stock (including its preferred stock), retained earnings and any other account which, in accordance with US GAAP, constitutes stockholders equity, but excluding:

(a)                                      any treasury stock; and

(b)                                     the amount of the effects of Financial Accounting Statement No. 115 (which amount is shown on the Original Guarantor’s 31 December 2006 balance sheet under the caption “Accumulated other comprehensive income” and which, after adoption of Financial Accounting Statements Nos. 157 and 159 will be measured as the difference between investments carried at estimated fair value and investments carried at amortised cost).

“Notice of Non-Extension” means a notice of the kind referred to in Clause 3.7 (Notice of Non-Extension in respect of Letters of Credit).

“Obligor Accession Letter” means a document substantially in the form set out in Schedule 17 (Form of Obligor Accession Letter).

“Obligor Resignation Letter” means a letter substantially in the form set out in Schedule 18 (Form of Obligor Resignation Letter).

“Obligors” means the Borrowers and the Guarantors.

“Optional Currency” means sterling.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Original Financial Statements” means:

(a)                                      in relation to the Original Borrower, its audited consolidated financial statements for its financial year ended 31 December 2006; and

(b)                                     in relation to the Original Guarantor, its audited consolidated financial statements for its financial year ended 31 December 2006.

“Outstandings” means, at any time, the Base Currency Amount of the aggregate of the maximum actual and contingent liabilities of the Lenders in respect of each outstanding Letter of Credit.

“Own FAL” means, in relation to the Account Party, such part of its Funds at Lloyd’s as is provided by the Account Party or any other member of the Group by way of Cash

17

and/or investments and/or covenant and charge or otherwise as permitted by Lloyd’s from time to time (which shall be valued by Lloyd’s in accordance with Lloyd’s usual practice).

“Party” means a party to this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Subsidiary Indebtedness” means:

(a)                                      Indebtedness of any subsidiary of the Original Guarantor under the Finance Documents or existing on the date hereof and listed on Schedule 13 (Permitted Subsidiary Indebtedness) and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness:

(b)                                     Indebtedness of any subsidiary of the Original Guarantor incurred in the ordinary course of business in connection with any Capital Markets Product that are not entered into for speculative purposes;

(c)                                      Indebtedness owed by subsidiaries of the Original Guarantor to the Original Guarantor or any of its subsidiaries;

(d)                                     Indebtedness of any subsidiary of the Original Guarantor incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by any subsidiary of the Original Guarantor in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that:

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(e)                                      Indebtedness of any subsidiary of the Original Guarantor in respect of letters of credit issued to reinsurance cedents, or to lessors of real property in lieu of security deposits in connection with leases of any subsidiary of the Original Guarantor, in each case in the ordinary course of business;

(f)                                        Indebtedness of any subsidiary of the Original Guarantor incurred in the ordinary course of business in connection with workers’ compensation claims, self-insurance obligations, unemployment insurance or other forms of governmental insurance or benefits and pursuant to letters of credit or other security arrangements entered into in connection with such insurance or benefit;

(g)                                     Indebtedness under the Five-Year Secured Letter of Credit Facility, Indebtedness under the Three-Year Unsecured Letter of Credit Facility, Indebtedness under the Citi Facility and Indebtedness under the IPC Facilities;

(h)                                     Indebtedness arising under any Syndicate Arrangement;

(i)                                         without duplication, additional Indebtedness of subsidiaries of the Original Guarantor not otherwise permitted under paragraphs (a) through (h), (j) or (k) of this definition which, when added to the aggregate amount of all Liens (other than with respect to Indebtedness incurred pursuant to this paragraph (i)) incurred by the Original Guarantor pursuant to sub-clause 23.14.26 of Clause 23.14 (Liens), shall not exceed at any time outstanding 5 per cent. of Consolidated Net Worth at the time of incurrence of any new Indebtedness under this paragraph (i); provided that immediately after giving effect (including pro forma effect) to the incurrence of any Indebtedness pursuant to this paragraph (i), no Event of Default shall have occurred and be continuing;

(j)                                         Indebtedness of Transatlantic or any subsidiary of Transatlantic existing on the date of the consummation of the Transatlantic Acquisition and extensions, renewals and replacements of any such Indebtedness; provided that such extending, renewal or replacement Indebtnedness (i) shall not be Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or replaced, (ii) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon and reasonable refinancing or renewal fees, costs and expenses) and (iii) shall not have an earlier maturity date or shorter weighted average life than the Indebtedness being extended, renewed or replaced;

(k)                                      upon provision of the Guarantee from Transatlantic described in Clause 23.26 (Transatlantic Guarantee), the Guarantee by Transatlantic of any Indebtedness of the Original Guarantor or any subsidiary of the Original Guarantor permitted to be incurred pursuant to Clause 23.15; and

(l)                                         Indebtedness created, incurred or assumed by any subsidiary of the Original Guarantor, the proceeds of which are used to consummate the Transatlantic Acquisition and extensions, renewals and replacements of any such

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Indebtedness; provided that such extending, renewal or replacement Indebtedness (i) shall not be Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or replaced, (ii) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon and reasonable refinancing or renewal fees, costs and expenses) and (iii) shall not have an earlier maturity date or shorter weighted average life than the Indebtedness being extended, renewed or replaced.

“Plan” means any pension plan as defined in Section 3(2) of ERISA and subject to Title IV of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Original Guarantor or any of its ERISA Affiliates, and each such plan for the five year period immediately following the latest date on which the Original Guarantor or any of its ERISA Affiliates maintained, contributed to or had an obligation to contribute to such plan.

“Policies” means all insurance policies, annuity contracts, guaranteed interest contracts and funding agreements (including riders to any such policies or contracts, certificates issued with respect to group life insurance or annuity contracts and any contracts issued in connection with retirement plans or arrangements) and assumption certificates issued or to be issued (or filed pending current review by applicable Governmental Authorities) by any Regulated Insurance Company and any coinsurance agreements entered into or to be entered into by any Regulated Insurance Company.

“Preferred Securities” means any preferred Equity Interests (or capital stock) of any person that has preferential rights with respect to dividends or redemptions or upon liquidation or dissolution of such person over shares of common Equity Interests (or capital stock) of any other class of such person.

“Private Act” means separate legislation enacted in Bermuda with the intention that such legislation apply specifically to any Obligor, in whole or in part.

“Proportion” means, in relation to a Lender:

(a)                                      the proportion borne by its Commitment to the Total Commitments (or, if the Total Commitments are then zero, by its Commitment to the Total Commitments immediately prior to their reduction to zero); and

(b)                                     in respect of any Letter of Credit and save as otherwise provided herein, the proportion (expressed as a percentage) borne by such Lender’s Available Commitment to the Available Facility immediately prior to the issue of such Letter of Credit.

“Protected Cell Company” means any subsidiary of the Original Guarantor that has created segregated accounts pursuant to the provisions of the Segregated Account Companies Act 2000 of Bermuda.

“Quotation Date” means, in relation to any period for which an interest rate is to be determined hereunder:

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(a)                                      (if the currency is domestic sterling) the first day of that period; or

(b)                                     (for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Date for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Banks” means the principal London offices of ING Bank N.V., London Branch and Lloyds TSB Bank plc or such banks as may be appointed as such by the Agent after consultation with the Original Borrower.

“Regulated Insurance Company” means any subsidiary of the Original Guarantor, whether now owned or hereafter acquired, that is authorised or admitted to carry on or transact Insurance Business in any jurisdiction (foreign or domestic) and is regulated by any Applicable Insurance Regulatory Authority.

“Reinsurance Agreement” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“Release Test Calculations” has the meaning given to such term in Clause 21.9 (Release Test Calculations).

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Interbank Market” means the London interbank market.

“Repeated Representations” means each of the representations set out in Clause 20.1 (Corporate Status) to Clause 20.3 (No Contravention of Agreements or Organisational Documents), Clause 20.9 (Tax Returns and Payments), Clause 20.15 (Insurance Licenses), Clause 20.17 (Properties; Liens; and Insurance) to Clause 20.18 (Solvency) and Clause 20.19 (No Default).

“Representations” means each of the representations set out in Clause 20 (Representations).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requested Increase” has the meaning given to such term in Clause 10.1.1.

“Required Proportion” has the meaning given to such term in Clause 10.3 (Notification

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of Commitment Increase Request).

“Retrocession Agreement” has the meaning given to such term in Clause 22.2 (Financial Definitions).

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies, Inc.

“SAP” means, with respect to any Regulated Insurance Company, the statutory accounting principles and accounting procedures and practices prescribed or permitted by the Applicable Insurance Regulatory Authority of the state or jurisdiction in which such Regulated Insurance Company is domiciled.

“SEC” means the US Securities and Exchange Commission or any successor thereto.

“Secured Obligations” has the meaning set forth in the Security Agreement.

“Secured Parties” means the Security Trustee, any Receiver or Delegate, the Agent, each Lender and the Arranger from time to time party to this Agreement.

“Security Agreement” means the pledge and security agreement relating to the Collateral dated on or about the date hereof between the Custodian, the Special Report Agent, the Original Borrower, the Original Guarantor, the Grantors identified therein from time to time and the Security Trustee.

“Security Documents” means the Security Agreement, the Control Agreement and any other document designated in writing as such by the Original Borrower and the Security Trustee.

“Significant Subsidiary” means, at any time, each subsidiary of the Original Guarantor that, as of such time, meets the definition of a “significant subsidiary” under Regulation S-X of the SEC.

“Solvent” means, with respect to any person on a particular date, that on such date:

(a)                                      the fair value of its assets exceeds the amount of its liabilities (in each case, as would be reflected on a balance sheet prepared in accordance with GAAP); and

(b)                                     such person does not intend to incur debts beyond their ability to pay such debts as they mature (taking into account the timing and amounts of cash to be received by such person, and of amounts to be payable on or in respect of debt of such person).

“Special Report Agent” has the meaning set forth in the Security Agreement.

“Specified Amendments” means the amendments to this Agreement set forth in SCHEDULE 19 (Specified Amendments).

“Super-Majority Lenders” means, save as otherwise provided herein a Lender or Lenders whose Commitments amount (or, if each Lender’s Commitment has been reduced to zero, did immediately before such reduction to zero, amount) in aggregate to 66 2/3 per cent. or more of the Total Commitments provided that:

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(a)                                      so long as a Lender is a Defaulting Lender, the Commitments of such Lender shall not be included in determining whether the Super-Majority Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Clause 38 (Amendments and Waivers)); and

(b)                                     any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender.

“Syndicate Arrangement” means an arrangement entered into by a managing agent at Lloyd’s on behalf of the Account Party together with the other syndicate members with respect to financing or reinsurance for the purposes of or in connection with the underwriting business carried on by all such members of that syndicate.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed by any Governmental Authority.

“Term” means, save as otherwise provided herein, in relation to any Letter of Credit, the period from its Utilisation Date until its Expiry Date.

“Three-Year Unsecured Letter of Credit Facility” means the $200,000,000 three-year unsecured letter of credit facility dated 12 March 2007 between, Validus Holdings, Ltd., JPMorgan Chase Bank, National Association, as administrative agent and others, including the related instruments and agreements executed in connection therewith, and amendments, renewals, replacements, refinancings and restatements to any of the foregoing.

“Total Commitments” means, at any time, the aggregate of the Lenders’ Commitments, being $25,000,000 as at the date of this Agreement together with any increase in the Total Commitments effected in accordance with Clause 10 (Commitment Increase Request).

“Transaction Security” means the Liens created or expressed to be created in favour of the Security Trustee pursuant to the Security Documents.

“Transatlantic” means Transatlantic Holdings, Inc., a Delaware corporation.

“Transatlantic Acquisition” means the acquisition by the Original Guarantor of at least a majority of the outstanding shares of common stock of Transatlantic on a fully diluted basis, whether pursuant to privately-negotiated or open market purchases, tender offer, exchange offer, merger, consolidation, share swap or other transaction, including, without limitation, pursuant to (a)(i) the exchange offer commenced by the Original Guarantor on 25 July 2011 as it may be amended, supplemented or extended from time to time and (ii) a second-step merger of Transatlantic with a wholly-owned subsidiary of the Original Guarantor pursuant to the General Corporation Law of the State of Delaware, as amended, pursuant to which the Original Guarantor will acquire all outstanding shares of Transatlantic common stock that are not acquired in the exchange offer described in clause (i) above, and/or (b) the terms of a definitive merger agreement or other business combination agreement between the Original Guarantor and

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Transatlantic.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Original Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)                                      the proposed Transfer Date specified in the Transfer Certificate; and

(b)                                     the date specified by the Agent to the Existing Lender and the New Lender upon execution by the Agent of the Transfer Certificate.

“Transferee” means a person to which a Lender seeks to transfer by novation all or part of such Lender’s rights, benefits and obligations under the Finance Documents.

“UCC” means the Uniform Commercial Code, as amended, and as in effect from time to time in the State of New York, except that references to sections of the UCC refer to the section numbers of such sections as of the date of this Agreement.

“UK GAAP” means generally accepted accounting principles in the United Kingdom.

“Unpaid Sum” means the unpaid balance of any of the sums referred to in Clause 18.1 (Default Interest Periods).

“US” means the United States of America.

“US GAAP” means generally accepted accounting principles in the United States of America.

“Utilisation Date” means, in relation to a Letter of Credit, the date on which it is to be issued.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form of Utilisation Request).

“Validus Guarantee” means the guarantee and indemnity of each Guarantor set out in Clause 19 (Guarantee and Indemnity).

“Wholly-Owned Subsidiary” of any person means any subsidiary of such person to the extent all of the capital stock or other ownership interests in such subsidiary, other than directors’ or nominees’ qualifying shares, is owned directly or indirectly by such person.

1.2                           Interpretation

Any reference in this Agreement to:

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1.3                           Syndicate

For the purpose of construing references in this Agreement to a Lloyd’s syndicate, unless the context otherwise requires, the several groups of members to which in successive years a particular syndicate number is assigned by the Council of Lloyd’s shall be treated as the same syndicate notwithstanding that they may not comprise the same members with the same premium income limits.

1.4                           Currency Symbols

“£” and “sterling” denote lawful currency of the United Kingdom for the time being and “dollars” and “$” denote lawful currency of the US for the time being.

1.5                           Agreements and Statutes

Any reference in this Agreement to:

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1.6                           Headings

Clause and Schedule headings are for ease of reference only.

1.7                           Time

Any reference in this Agreement to a time of day shall, unless a contrary indication appears, be a reference to London time.

1.8                           Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

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SECTION 2
THE FACILITY

2.                                 THE FACILITY

2.1                           Grant of the Facility

The Lenders, upon the terms and subject to the conditions hereof, grant to the Borrowers on behalf of the Account Party, a multicurrency letter of credit facility in an aggregate amount equal to the Total Commitments.

2.2                           Purpose and Application

The Facility is intended to enable the Account Party to provide Funds at Lloyd’s for the 2012, 2013 and prior open underwriting years of account of the Managed Syndicate, it being acknowledged that for so long as the Letters of Credit issued hereunder are deposited at Lloyd’s, they shall be deemed to support all of the Account Party’s underwriting years of account that have yet to close, and accordingly, the Borrowers shall apply all amounts raised by it hereunder in or towards satisfaction of such purposes and none of the Finance Parties shall be obliged to concern themselves with such application.

2.3                           Ranking of Funds at Lloyd’s

It is acknowledged by the parties hereto that, subject to the duties of Lloyd’s as trustee of all Funds at Lloyd’s and to any conditions and requirements prescribed under the Membership Byelaw (No. 5 of 2005) which are for the time being applicable, the Facility will provide Funds at Lloyd’s for the Account Party which, to the extent that such parties are able to procure the same upon and subject to the terms of this Agreement, shall only be applied after all of the Own FAL of the Account Party from time to time has been exhausted.

2.4                           Application of Own FAL

The Borrowers shall use all reasonable endeavours to ensure that the Own FAL at Lloyd’s of the Account Party are applied to the fullest extent possible before any payment is made under a Letter of Credit in respect of the Account Party (including, without limitation, using all reasonable endeavours to obtain a Letter of Comfort with respect to the order of application of Funds at Lloyd’s).

2.5                           Initial Conditions Precedent

Save as the Lenders may otherwise agree, the Borrowers may not deliver a Utilisation Request unless the Agent has confirmed to the Borrowers on the Closing Date by means of executing this Agreement that it has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) and that each is, in form and substance, satisfactory to the Agent.

2.6                           Further conditions precedent

The Lenders will only be obliged to comply with Clause 3.4 (Each Lender’s participation in Letters of Credit), if on the date of the Utilisation Request and on the proposed Utilisation Date:

2.6.1                            no Default is continuing or would result from the issue of the proposed Letter of Credit; and

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2.6.2                            the Repeated Representations are true in all material respects with the same effect as though such Repeated Representations had been made on the date of the Utilisation Request and on the Utilisation Date (it being understood and agreed that any Repeated Representation which by its terms is made as of a specified date shall be required to be true in all material respects only as of such specified date).

2.7                           Several Obligations

The obligations of each Lender are several and the failure by a Lender to perform its obligations hereunder shall not affect the obligations of an Obligor towards any other party hereto nor shall any other party be liable for the failure by such Lender to perform its obligations hereunder.

2.8                           Several Rights

The rights of each Finance Party are several and any debt arising hereunder at any time from an Obligor to any Finance Party shall be a separate and independent debt.  Except as otherwise stated in the Finance Documents each such party shall be entitled to protect and enforce its individual rights arising out of this Agreement independently of any other party (so that it shall not be necessary for any party hereto to be joined as an additional party in any proceedings for this purpose).

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SECTION 3
UTILISATION

3.                                 UTILISATION OF THE FACILITY

3.1                           Utilisation Conditions for the Facility

Save as otherwise provided herein, a Letter of Credit will be issued at the request of a Borrower if:

3.1.1                            no less than three Business Days before the proposed Utilisation Date, the Agent has received a completed Utilisation Request from such Borrower;

3.1.2                            the proposed Utilisation Date is a Business Day falling within the Availability Period;

3.1.3                            the first day of the Term of the Letter of Credit is a Business Day falling within the Availability Period;

3.1.4                            the proposed Expiry Date of the Letter of Credit shall be:

(a)                     in the case of any Letter of Credit providing Funds at Lloyd’s for the 2012 and prior open underwriting years of account of the Managed Syndicate only, 31 December 2015; and

(b)                    in the case of any Letter of Credit providing Funds at Lloyd’s for the 2013 and prior open underwriting years of account of the Managed Syndicate only, 31 December 2016;

3.1.5                            the Letter of Credit is substantially in the form set out in Schedule 6 (Form of Letter of Credit);

3.1.6                            the beneficiary of such Letter of Credit is Lloyd’s; and

3.1.7                            the conditions set out in Clause 3.2 (Currency and amount) are satisfied,

provided that no Letter of Credit shall be issued for the account of the Account Party at any time when the Outstandings exceed (or would after the issuance of such Letter of Credit exceed) the Borrowing Base of the Account Party at such time.

3.2                           Currency and amount

3.2.1                            The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

3.2.2                            The amount of the proposed Letter of Credit must be:

(a)                     if the currency selected is the Base Currency, a minimum of $1,000,000 or if less, the  Available Facility; or

(b)                    if the currency selected is the Optional Currency, a minimum of £500,000 or if less, the Available Facility; and

(c)                     in any event such that its Base Currency Amount is less than or equal to the Available Facility.

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3.3                           Completion of Letters of Credit

The Agent is authorised to issue each Letter of Credit pursuant to Clause 3.1 (Utilisation Conditions for the Facility) by:

3.3.1                            completing the issue date, the proposed Expiry Date and the other details required in respect of such Letter of Credit, in accordance with the Utilisation Request for such Letter of Credit;

3.3.2                            completing the schedule to such Letter of Credit with the percentage participation of each Lender as allocated pursuant to the terms hereof; and

3.3.3                            executing such Letter of Credit on behalf of each Lender and following such execution delivering such Letter of Credit together with a Credit Institution Confirmation with respect to each Lender to Lloyd’s on the Utilisation Date,

and, promptly after each such Letter of Credit is delivered to Lloyd’s, the Agent shall send a copy of it to the Borrower that requested such Letter of Credit.

3.4                           Each Lender’s Participation in Letters of Credit

Save as otherwise provided herein, each Lender will participate in each Letter of Credit issued pursuant to this Clause 3 in the proportion borne by its Available Commitment to the Available Facility immediately prior to the issue of such Letter of Credit.

3.5                           Lloyd’s Approved Credit Institution

3.5.1                            Each Lender acknowledges that the Agent must provide a Credit Institution Confirmation to Lloyd’s with each Letter of Credit.

3.5.2                            For the purposes of the Agent providing such Credit Institution Confirmation to Lloyd’s, each Lender confirms, on the date of this Agreement and on the date of issue of any Letter of Credit, that, subject to compliance with the terms of this Agreement for the utilisation of a Letter of Credit:

(a)                     it hereby authorises the execution and delivery by the Agent of each Letter of Credit and each such Letter of Credit will be duly executed by the Agent on its behalf; and

(b)                    its obligations under any Letter of Credit constitute its legal, valid and binding obligations.

3.5.3                            In the event that any Lender participating in the Facility ceases to be an Approved Credit Institution, following notification by Lloyd’s to an Obligor, that Obligor shall notify the Arrangers thereof and the Arrangers, in consultation with the Original Borrower, will, subject to agreement relating to fees and expenses, use their reasonable endeavours to replace the participation of such Lender in the Facility and in any Letter of Credit issued hereunder with one or more of the other Lenders or with another Approved Credit Institution. In the event that any such Lender ceases to be so accredited it shall, at the request of the Agent, transfer (in accordance with Clause 25 (Changes to the Lenders)) its Commitment and participation in outstanding Letters of Credit to such financial institution which is accredited by Lloyd’s and which has been

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agreed by the Arrangers and the Original Borrower.  The Original Borrower agrees to reimburse the Agent and the Arrangers for all fees, costs and expenses (including legal fees) together with any VAT thereon incurred in connection with such replacement of a Lender’s participation.

3.5.4                            In the event that any Lender participating in the Facility is a Defaulting Lender, following a request by the Original Borrower, (i) the Agent, at the request of and in consultation with the Original Borrower, shall, subject to reaching prior agreement with the Original Borrower in relation to fees and expenses, use reasonable endeavours to replace the participation of such Lender in the Facility and in any Letter of Credit issued hereunder with one or more of the other Lenders (if any other such Lender is willing to accept all or part of such participation) or with another financial institution  that is an Approved Credit Institution and (ii) such Lender shall (in accordance with the provisions of Clause 24 (Changes to the Lenders)) transfer its Commitment and participation in outstanding Letters of Credit to such financial institution which has been agreed between the Agent and the Original Borrower. The Original Borrower agrees to reimburse the Finance Parties for all fees, costs and expenses (including legal fees) together with any VAT thereon incurred in connection with such replacement of a Lender’s participation.

3.6                           Expiry of Availability Period

The Available Commitment of each Lender shall be reduced to zero at the end of the Availability Period.

3.7                           Notice of Non-Extension in respect of Letters of Credit

3.7.1                            The Agent shall, no earlier than:

(a)                     in the case of any Letter of Credit providing Funds at Lloyd’s for the 2012 and prior open underwriting years of account of the Managed Syndicate only, 1 December 2011 and no later than 31 December 2011, give a Notice of Non-Extension to Lloyd’s in respect of such Letter of Credit issued hereunder (and the Lenders hereby authorise the Agent to serve such notice) so that each such Letter of Credit expires at any time after 31 December 2015; or

(b)                    in the case of any Letter of Credit providing Funds at Lloyd’s for the 2013 and prior open underwriting years of account of the Managed Syndicate only, 1 December 2012 and no later than 31 December 2012, give a Notice of Non-Extension to Lloyd’s in respect of such Letter of Credit issued hereunder (and the Lenders hereby authorise the Agent to serve such notice) so that each such Letter of Credit expires at any time after 31 December 2016.

3.7.2                            In the event that any Letter of Credit is issued after a Notice of Non-Extension has been given under sub-clause 3.7.1 above the Agent shall give a Notice of Non-Extension in respect of such Letter of Credit at the time such Letter of Credit is issued.

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3.7.3                            Upon the expiry of a Letter of Credit in accordance with a Notice of Non-Extension, the maximum actual and contingent liabilities of each Lender under the Letter of Credit referred to in such Notice of Non-Extension will be reduced to zero.

3.8                           Applied Letters of Credit

If, notwithstanding the provisions of Clause 2.4 (Application of Own FAL), any sum is paid under a Letter of Credit (an “Applied Letter of Credit”) which is greater than any sum which would have been paid had Own FAL been applied to meet any demand prior to the Funds at Lloyd’s provided pursuant to this Facility in accordance with Clause 2.4 (Application of Own FAL) (the difference between the sum paid under the Applied Letter of Credit and the sum which should have been paid being the “Overpayment”), each Borrower shall, to any extent necessary to facilitate the indemnification of the Lenders under Clause 7 (Borrower’s Indemnity to the Lenders), use all reasonable endeavours to procure the release by Lloyd’s of the Own FAL of the Account Party in an amount equal to the Overpayment and, upon the Lenders being indemnified in full thereunder (but subject to the Agent receiving confirmation in writing from the Original Borrower that no Default is continuing), either:

3.8.1                            a supplementary Letter of Credit will be issued in an amount equal to the Overpayment having an Expiry Date which is the same as that of the Applied Letter of Credit; or

3.8.2                            the Applied Letter of Credit will be amended by increasing the amount thereof by an amount equal to the Overpayment.

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SECTION 4
COSTS OF UTILISATION

4.                                 LETTER OF CREDIT COMMISSION

4.1                           Letter of Credit Commission

Each Borrower shall, in respect of each Letter of Credit requested by it, pay to the Agent for the account of each Lender (for distribution in proportion to each Lender’s Proportion of such Letter of Credit) a letter of credit commission in the currency in which the relevant Letter of Credit is denominated, at the relevant L/C Commission Rate on the aggregate Commitments of the Lenders under such Letter of Credit.  Such letter of credit commission shall be calculated on a daily basis according to the Commitments on each such day, and shall be paid in arrear in respect of each successive period of three months (or such shorter period as shall end on the relevant Expiry Date) during the Term of the relevant Letter of Credit, the first such payment to be made on the date falling three Months after the Utilisation Date for such Letter of Credit and successive payments to be made thereafter on the last day of each successive such period (each an “Interest Payment Date”).

4.2                           Defaulting Lenders

Notwithstanding anything to the contrary in this Clause 4, for so long as a Lender is a Defaulting Lender, no letter of credit commission hereunder shall accrue or be payable to such Lender until such Lender ceases to be a Defaulting Lender.

5.                                 MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

5.1                           Absence of quotations

Subject to Clause 5.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11.00 am on the Quotation Date, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

5.2                           Market Disruption

If, in relation to any Unpaid Sum:

5.2.1                            LIBOR is to be determined by reference to Reference Banks and at or about 11.00 a.m. on the Quotation Date for the relevant Interest Period none or only one of the Reference Banks supplies a rate for the purpose of determining LIBOR for the relevant Interest Period; or

5.2.2                            before the close of business in London on the Quotation Date for such Unpaid Sum the Agent has been notified by a Lender or each of a group of Lenders to whom in aggregate fifty per cent. or more of such Unpaid Sum is owed that the LIBOR rate does not accurately reflect the cost of funding its participation in such Unpaid Sum,

then, the Agent shall notify the relevant Borrower and the Lenders of such event and, notwithstanding anything to the contrary in this Agreement, Clause 5.3 (Substitute Interest Period and Interest Rate) shall apply to such Unpaid Sum.

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5.3                           Substitute Interest Period and Interest Rate

If either sub-clause 5.2.1 or 5.2.2 of Clause 5.2 (Market Disruption) applies to an Unpaid Sum, the rate of interest applicable to each Lender’s portion of such Unpaid Sum during the relevant Interest Period shall (subject to any agreement reached pursuant to Clause 5.4 (Alternative basis of interest or funding)) be the rate per annum which is the sum of:

5.3.1                            the Mandatory Costs Rate, if any, applicable to that Lender’s portion of such Unpaid Sum; and

5.3.2                            the rate per annum notified to the Agent by such Lender before the last day of such Interest Period to be that which expresses as a percentage rate per annum the cost to such Lender of funding from whatever sources it may reasonably select its portion of such Unpaid Sum during such Interest Period.

5.4                           Alternative basis of interest or funding

5.4.1                            If either of those events mentioned in sub-clauses 5.2.1 and 5.2.2 of Clause 5.2 (Market Disruption) occurs in relation to an Unpaid Sum and the Agent or the Original Borrower so requires, the Agent and the Original Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing on a substitute basis for determining the rate of interest.

5.4.2                            Any alternative basis agreed pursuant to sub-clause 5.4.1 above shall, with the prior consent of all the Lenders and the Original Borrower, be binding on all Parties.

5.5                           Interest Rate Determination

The Agent shall promptly notify the relevant Borrower and the Lenders of each determination of LIBOR and the Mandatory Costs Rate.

5.6                           Changes to Interest Rates

The Agent shall promptly notify the relevant Borrower and the Lenders of any change to:

5.6.1                            the proposed length of an Interest Period; or

5.6.2                            any interest rate occasioned by the operation of Clause 4.2 (Market Disruption and Alternative Interest Rates).

6.                                 NOTIFICATION

6.1                           Letters of Credit

Not less than one Business Day before the first day of a Term, the Agent shall notify each Lender, in respect of each Letter of Credit to be issued, of:

6.1.1                            the proposed length of the relevant Term;

6.1.2                            the proposed currency;

6.1.3                            the aggregate principal amount; and

6.1.4                            the Utilisation Date.

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6.2                           Demands under Letters of Credit

If a demand is made under a Letter of Credit the Agent shall promptly make demand upon the relevant Borrower in accordance with this Agreement and notify the Lenders.

7.                                 BORROWER’S INDEMNITY TO THE LENDERS

7.1                           Borrowers’ Indemnity to Lenders

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, each Borrower shall irrevocably and unconditionally as a primary obligation indemnify (within 5 Business Days of demand by the Agent) each Finance Party against:

7.1.1                            any sum paid or due and payable by such Finance Party under any Letter of Credit requested by it; and

7.1.2                            all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from such Lender in connection with such Letter of Credit), claims, losses and expenses which such Finance Party may at any time reasonably incur or sustain in connection with any Letter of Credit (in each case, invoiced in reasonable detail),

provided that such indemnity shall not, as to any Finance Party, be available to the extent that such liabilities, costs, claims, losses, damages or related expenses have resulted from the gross negligence or wilful misconduct of any Finance Party.

Each Borrower waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to enforce the Transaction Security before claiming from such Borrower under this Clause 7.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

7.2                           Preservation of Rights

Neither the obligations of any Borrower set out in this Clause 7 nor the rights, powers and remedies conferred on any Lender by this Agreement or by law shall be discharged, impaired or otherwise affected by:

7.2.1                            the winding-up, dissolution, administration or re-organisation of any Lender or any other person or any change in its status, function, control or ownership;

7.2.2                            any of the obligations of any Lender or any other person hereunder or under any Letter of Credit or under any other security taken in respect of any Borrower’s obligations hereunder or otherwise in connection with a Letter of Credit being or becoming illegal, invalid, unenforceable or ineffective in any respect;

7.2.3                            time or other indulgence being granted or agreed to be granted to any Lender or any other person in respect of its obligations hereunder or under or in connection with a Letter of Credit or under any such other security;

7.2.4                            any amendment to, or any variation, waiver or release of, any obligation of any Lender or any other person under a Letter of Credit or this Agreement;

7.2.5                            any other act, event or omission which, but for this Clause 7, might operate to

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discharge, impair or otherwise affect any of the obligations of the relevant Borrower set out in this Clause 7 or any of the rights, powers or remedies conferred upon any Lender by this Agreement or by law.

The obligations of each Borrower set out in this Clause 7 shall be in addition to and independent of every other security which any Lender may at any time hold in respect of such Borrower’s obligations hereunder.

7.3                           Settlement Conditional

Any settlement or discharge between a Borrower and a Lender shall be conditional upon no security or payment to such Lender by a Borrower, or any other person on behalf of a Borrower, being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, such Lender shall be entitled to recover the value or amount of such security or payment from that Borrower subsequently as if such settlement or discharge had not occurred.

7.4                           Right to make Payments under Letters of Credit

Each Lender shall be entitled to make any payment in accordance with the terms of the relevant Letter of Credit without any reference to or further authority from the relevant Borrower or any other investigation or enquiry.  Each Borrower irrevocably authorises each Lender to comply with any demand under a Letter of Credit which is valid on its face.

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SECTION 5
PREPAYMENT, CANCELLATION AND COLLATERALISATION

8.                                 PREPAYMENT AND CANCELLATION

8.1                           Automatic Cancellation of the Facility

At close of business in London on the last Business Day of the Availability Period the Available Commitment of each Lender shall be (if it has not already been) reduced to zero.

8.2                           Cancellation of the Facility

The Original Borrower may, by giving to the Agent not less than five Business Days’ prior notice to that effect, cancel the whole or any part of the Available Facility (being a minimum amount of $1,000,000 and integral multiples of $500,000 thereafter). Any such cancellation shall reduce the Available Commitment and Commitment of each Lender rateably.

8.3                           Notice of Cancellation

Any notice of cancellation given by the Original Borrower pursuant to this Clause 8 shall be irrevocable and shall specify the date upon which such cancellation is to be made and the amount of such cancellation provided that any such notice may state that it is conditional upon the effectiveness of replacement financing, in which case such notice may be revoked by the Original Borrower by notice to the Agent, on or prior to the date specified in such notice as the anticipated effective date of replacement financing, if such condition is not satisfied.

8.4                           Notice of Removal of a Lender

If:

8.4.1                            any sum payable to any Lender by an Obligor is required to be increased pursuant to Clause 11 (Tax Gross-up and Indemnities);

8.4.2                            any Lender claims indemnification from the Original Borrower under Clause 11.3 (Tax Indemnity) or Clause 12 (Increased Costs),

the Original Borrower may, whilst such circumstance continues, give the Agent at least ten Business Days’ notice (which notice shall be irrevocable) of its intention to cancel the Commitment of such Lender.

8.5                           Removal of a Lender

On the day the notice referred to in Clause 8.4 (Notice of Removal of a Lender) expires each Borrower at whose request a Letter of Credit has been issued shall procure that such Lender’s Proportion of each relevant Letter of Credit be reduced to zero (by reduction of the amount of such Letter of Credit in an amount equal to such Lender’s Proportion).

8.6                           No Further Availability

A Lender whose Commitment is to be cancelled under Clause 8.4 (Notice of Removal of a Lender) shall not be obliged to participate in any Letter of Credit on or after the date upon which the Agent receives the Original Borrower’s notice of its intention to cancel such Commitment, and such Lender’s Available Commitment shall be reduced to zero.

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8.7                           No Other Cancellation

No Borrower shall cancel all or any part of the Total Commitments except at the times and in the manner expressly provided for in this Agreement.

8.8                           No Reinstatement

No amount of the Total Commitments cancelled under this Agreement shall be reinstated.

9.                                 COLLATERALISATION OF LETTERS OF CREDIT

9.1                           Letters of Credit

9.1.1                            Without prejudice to the remainder of this Clause 9, the Borrowers shall ensure that at all times, the Borrowing Base is equal to or greater than the Outstandings.

9.1.2                            If at any time the Outstandings exceed the Borrowing Base, then the Obligors shall, within three Business Days of the earlier of any Obligor becoming aware of such shortfall or such shortfall being notified by the Agent to any Obligor, pay or deliver to the Custodian an amount of Cash or Eligible Securities (valued for this purpose based on the respective Advance Rate applicable thereto) as is necessary to satisfy the foregoing.

9.1.3                            Failure by the Obligors to comply with their obligations under sub-clause 9.1.2 within ten (10) Business Days of the earlier of any Obligor becoming aware or receiving notice that the Outstandings exceed the Borrowing Base shall constitute an immediate and automatic Event of Default under the terms and conditions of this Agreement.

9.1.4                            Notwithstanding the frequency of the reporting obligations set forth in Clause 21.8 (Borrowing Base Certificate), this covenant shall apply at all times and shall be tested by reference to the Borrowing Base Certificate most recently supplied in accordance with that Clause.

10.                           COMMITMENT INCREASE REQUEST

10.1                     Commitment Increase Request

10.1.1                      The Original Borrower may, on one occasion only and by written notice served on the Agent (such notice being, a “Commitment Increase Request”), indicate that it wishes to increase the Total Commitments (a “Requested Increase”) by an amount of no less than $2,000,000 and thereafter in integral multiples of $500,000 up to a maximum of US$7,500,000.

10.1.2                      Such Commitment Increase Request shall be binding on each of the Obligors and delivered to the Agent no later than the date falling 12 months after the date of the Amendment Agreement.

10.2                     Commitment Increase Fee

A fee shall be payable on the Increase Date by the Original Borrower to the Agent (the “Commitment Increase Fee”) which shall be distributed to those Lenders which agree to the increase and those Additional Lenders that agree to provide a Commitment, in

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accordance with Clauses 10.5 (Approval of Commitment Increase Request) or 10.6 (Partial approval of Commitment Increase Request). The amount of the Commitment Increase Fee shall be agreed between the Original Borrower and the Agent prior to the Commitment Increase Request being submitted to the Agent by the Original Borrower.

10.3                     Notification of Commitment Increase Request

The Agent shall request that each Lender notify the Agent, within 15 Business Days of receipt by the Agent of such Commitment Increase Request, whether it is prepared to assume an increase in its Commitment in an amount equal to the proportion of the Requested Increase as is borne by the aggregate amount of its Commitment to the Total Commitments immediately prior to the date of the Commitment Increase Request (the “Required Proportion”).

10.4                     Decline of Commitment Increase Request

To the extent any Lender declines (and for this purpose a Lender shall be treated as having declined if it has not responded to the Agent in the positive within the period of 15 Business Days referred to in Clause 10.3 (Notification of Commitment Increase Request) above) to assume an increase in its Commitment equal to the Required Proportion (the “Declined Amount”), the Agent shall promptly notify the Original Borrower in writing. Within 10 Business Days of receiving any such notification, the Original Borrower may by written notice served on the Agent nominate a bank or financial institution which is an Approved Credit Institution (an “Additional Lender”) to assume a Commitment in an amount of up to the Declined Amount.  Such written notice shall also be signed by such Additional Lender and shall confirm that the relevant Additional Lender has agreed to assume a Commitment in an amount of up to the Declined Amount.

10.5                     Approval of Commitment Increase Request

Immediately upon the Agent receiving notifications from the Lenders or Additional Lenders confirming that the full amount of the Requested Increase can be accommodated, it shall notify the Original Borrower in writing and with effect from the Increase Date:

10.5.1                      the Commitment of each relevant Lender shall be increased by an amount equal to the portion of the Requested Increase it has indicated it is prepared to assume; and

10.5.2                      in respect of an Additional Lender which is not a Lender, a Commitment shall be established for such amount, provided that such Additional Lender has acceded to this Agreement as a Lender in accordance with the terms of Clause 25.7 (Additional Lenders),

whereupon the Original Borrower shall pay the Commitment Increase Fee to the Agent. Upon receipt of such Commitment Increase Fee, the Agent shall promptly distribute this amount to those Lenders which agreed to the increase and those Additional Lenders that agree to provide a Commitment, in the proportion that the amount of the proposed increase in each such Lender’s or Additional Lender’s Commitments bears to the aggregate amount of the proposed increase in the Total Commitments.

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10.6                     Partial approval of Commitment Increase Request

In the event that notifications from Lenders and/or Additional Lenders who are willing to assume, as appropriate, an increase in their Commitment or a new Commitment (“Accepting Parties”) confirm that only part of the Requested Increase can be made available then either:

10.6.1                      the Original Borrower and the Accepting Parties shall be entitled, by notice to the Agent no later than 30 Business Days following receipt by the Agent of the relevant  Commitment Increase Request, to accept an increase in Commitment in such lower amount, whereupon with effect from the Increase Date:

(a)                     the Commitment of each relevant Lender shall be increased by an amount equal to the portion of the Requested Increase it has indicated it is prepared to assume; and

(b)                    in respect of an Additional Lender which is not a Lender, a Commitment shall be established for such amount of the Requested Increase it has indicated it is prepared to assume, provided that such Additional Lender has first acceded to this Agreement as a Lender in accordance with the terms of Clause 25.7 (Additional Lenders),

whereupon the Original Borrower shall pay the Commitment Increase Fee to the Agent. Upon receipt of such Commitment Increase Fee, the Agent shall promptly distribute this amount to those Lenders which agreed to the increase (or part thereof) and those Additional Lenders that agree to provide a Commitment, in the proportion that the amount of the proposed increase in each such Lender’s or Additional Lender’s Commitments bears to the aggregate amount of the proposed increase in the Total Commitments; or

10.6.2                      the Original Borrower shall be entitled, by notice to the Agent no later than 30 Business Days following receipt by the Agent of the relevant  Commitment Increase Request, to cancel the Commitment Increase Request (without incurring any cost, premium or penalty).

10.7                     Increase Date

For the purposes of this Clause 10, “Increase Date” means:

10.7.1                      the date on which the Agent confirms to the Original Borrower and the Lenders that the Agent, having contacted Lloyd’s to advise that a re-apportionment of commitments will be required in respect of a Letter of Credit and requesting the return of the relevant Letter of Credit (the “Existing Letter of Credit”), is satisfied that arrangements are in place with Lloyd’s for the exchange of the Existing Letter of Credit for a new Letter of Credit (the “New Letter of Credit”) detailing the liability of each issuing lender thereunder and otherwise being:

(a)                     for the same amount of the Existing Letter of Credit (in the case of Clause 10.5 (Approval of Commitment Increase Request) above) or for a lesser amount (in the case of Clause 10.6 (Partial approval of Commitment

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Increase Request) above); and

(b)                    otherwise on the same terms as the Existing Letter of Credit for the remainder of the Term of such Existing Letter of Credit,

such that upon the Increase Date, each Lender’s (including each Additional Lender’s) participation in any Letters of Credit issued hereunder shall be equal to the proportion of that Lender’s Commitments to the Total Commitments; or

10.7.2                      if, in connection with any Requested Increase, the Agent determines that no re-apportionment of commitments is required in respect of any Letter of Credit, the date falling 5 Business Days after the date on which the Agent notifies the Original Borrower in writing that it has received the relevant acceptances of the Requested Increase from the Lenders.

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

11.                           TAX GROSS UP AND INDEMNITIES

11.1                     Definitions

11.1.1                      In this Agreement:

“Foreign Lender” means any Lender which is treated by the jurisdiction in which a Borrower is resident for tax purposes:

(a)                     as being resident for tax purposes; or

(b)                    as having a place of business, place of management or permanent establishment,

in a jurisdiction other than that in which that Borrower is resident.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of tax in relation to a sum received or receivable (or any sum deemed for the purposes of tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief from or remission or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

11.1.2                      Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the discretion (reasonably exercised) of the person making the determination.

11.2                     Tax gross-up

11.2.1                      Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

11.2.2                      The Original Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.  Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from a Lender it shall notify the Original Borrower and the relevant Obligor.

11.2.3                      If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

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11.2.4                      If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

11.2.5                      Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

11.3                     Tax indemnity

11.3.1                      The Original Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of tax by that Protected Party in respect of payments received or receivable by the Protected Party under a Finance Document or the transactions occurring under such Finance Document.

11.3.2                      Sub-clause 11.3.1 above shall not apply:

(a)                    with respect to any tax assessed on a Finance Party:

(i)                       under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii)                    under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that tax is imposed on or calculated by reference to the net income or profits received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or is a franchise or similar tax; or

(b)                    with respect to any tax assessed on a Finance Party which is imposed as a result of a present or former connection between that Finance Party and the jurisdiction imposing that tax (or any political subdivision thereof) (other than any such connection arising as a result of that Finance Party having executed, delivered, become a party to, enforced or performed its obligations or received payments under, this agreement or any other Finance Document); or

(c)                     to the extent a loss, liability or cost is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or

(d)                    to the extent that the loss, liability or cost is a result of failure by the Protected Party to comply with Clause 11.4 (Status of Foreign Lender).

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11.3.3                      A Protected Party making, or intending to make a claim under sub-clause 11.3.1 above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Original Borrower.

11.3.4                      A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3, notify the Agent.

11.4                     Status of Foreign Lender

Any Foreign Lender that is entitled to an exemption from or reduction in the rate of any Tax Deduction from any payment under any of the Finance Documents under the law of the jurisdiction which requires or would require the Tax Deduction, or under any treaty to which that jurisdiction is a party, shall deliver to the Original Borrower (with a copy to the Agent), at the time or times reasonably specified by the Original Borrower or the Agent, such properly completed and executed documentation as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Finance Party, if requested by the Original Borrower or the Agent, shall deliver such other documentation reasonably specified by the Original Borrower or the Agent as will enable the Original Borrower or the Agent to determine whether or not such Finance Party is subject to backup withholding or information reporting requirements.

11.5                     Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

11.5.1                      a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

11.5.2                      that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party reasonably determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

11.6                     Value added tax

11.6.1                      All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to sub-clause 11.6.3 below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

11.6.2                      If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in

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respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.  The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

11.6.3                      Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

12.                           INCREASED COSTS

12.1                     Increased costs

12.1.1                      Subject to Clause 12.3 (Exceptions) the Original Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(a)                     the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(b)                    compliance with any law or regulation made after the date of this Agreement,

together, a “Change in Law”.

12.1.2                      In this Agreement “Increased Costs” means:

(a)                     a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital to a level below that which such Finance Party (or Affiliate) would have achieved but for such Change in Law (taking into consideration such Finance Party’s (or Affiliates’) policies with respect to capital adequacy as generally applied);

(b)                   an additional or increased cost; or

(c)                    a reduction of any amount due and payable under any Finance Document,

which in the good faith determination of such Finance Party is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into a commitment or funding or performing its obligations under any Finance Document.

12.2                     Increased cost claims

12.2.1                      A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Agent, following which the Agent shall promptly notify the Original Borrower.

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12.2.2                      Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs and setting out:

(a)                     the basis, in reasonable detail, for the determination of such additional amount or amounts necessary to compensate such Lender as aforesaid; and

(b)                    the basis, in reasonable detail, for the computation of such amount or amounts, which shall be consistently applied.

12.3                     Exceptions

12.3.1                      Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)                     attributable to a Tax Deduction required by law to be made by an Obligor;

(b)                    compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in sub-clause 11.3.2 of Clause 11.3 (Tax indemnity) applied) or because of failure of such Finance Party to comply with Clause 10.3) (Tax indemnity);

(c)                     compensated for by the payment of the Mandatory Costs Rate;

(d)                    attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(e)                     attributable to an increase in the rate of corporation tax; or

(f)                       attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III)  (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

12.3.2                      Additionally Clause 12.1 (Increased costs) shall not apply to Increased Costs with respect to taxes imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in or under the laws of which it is organised or the jurisdiction in which the principal office or applicable lending office of such Lender is located or in which it conducts a trade or business or has a permanent establishment, or has a present or former connection with such jurisdiction, or any subdivision thereof or therein.

12.3.3                      In this Clause 12.3, a reference to:

(a)                     “Basel III” means:

(i)                       the agreements on capital requirements, a leverage ratio and

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liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; and

(ii)                    any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;

(b)                    a “Tax Deduction” has the same meaning given to the term in Clause 11.1 (Definitions).

13.                           ILLEGALITY

13.1                     If, at any time, any Lender determines in good faith that it is or will become unlawful or prohibited pursuant to any request from or requirement of any central bank or other financial, monetary or other authority (being a request or requirement with which banks are accustomed to comply and the Lender so complies with respect to its clients generally) for such Lender to make, fund, issue, participate in or allow to remain outstanding all or part of its share of the Letters of Credit, then that Lender shall, promptly after becoming aware of the same, deliver to the Original Borrower through the Agent a notice to that effect.

13.2                     Such Lender shall not thereafter be obliged to participate in any Letter of Credit or issue any Letter of Credit (whichever shall be so affected) and the amount of its Available Commitment shall be immediately reduced to zero and if the Agent on behalf of such Lender so requires, the Original Borrower shall on such date as the Agent shall have specified:

13.2.1                      repay all amounts owing to such Lender hereunder; and

13.2.2                      ensure that the liabilities of such Lender under or in respect of each affected Letter of Credit is reduced to zero.

14.                           OTHER INDEMNITIES

14.1                     Currency Indemnity

14.1.1                      If any sum (a “Sum”) due from an Obligor under the Finance Documents or any order, judgment given or made in relation thereto has to be converted from the currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a)                     making or filing a claim or proof against such Obligor;

(b)                    obtaining an order, judgment in any court or other tribunal; or

(c)                     enforcing any order, judgment given or made in relation thereto,

the Original Borrower shall indemnify each person to whom such Sum is due from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum

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from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.

14.1.2                      Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2                     Other indemnities

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, each Obligor shall, within five Business Days of demand, indemnify each Secured Party and the Arranger against any cost, loss or liability incurred by that Secured Party or Arranger (and invoiced in reasonable detail) as a result of:

14.2.1                      the occurrence of any Event of Default;

14.2.2                      a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties); or

14.2.3                      issuing or making arrangements to issue a Letter of Credit requested by a Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone).

14.3                     Indemnity to the Agent

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, the Original Borrower shall, within five Business Days of demand, indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably and invoiced in reasonable detail) as a result of:

14.3.1                      investigating any event which it reasonably believes is a Default; or

14.3.2                      acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

14.4                     Indemnity to the Security Trustee

14.4.1                      Without duplication of any expense reimbursement obligations contained elsewhere in this Agreement or the other Finance Documents, each Obligor shall, within five Business Days of demand, indemnify the Security Trustee and every Receiver and Delegate against any cost, loss or liability incurred by any of them (and invoiced in reasonable detail) as a result of:

(a)                     the taking, holding, protection or enforcement of the Transaction Security;

(b)                    the exercise of any of the rights, powers, discretions and remedies vested in the Security Trustee and each Receiver and Delegate by the Finance Documents or by law; and

(c)                     any default by any Obligor or any other member of the Group that is party

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to a Finance Document in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

14.4.2                      The Security Trustee may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

14.5                     Exceptions

The indemnities referred to in Clauses 14.3 (Indemnity to the Agent) and 14.4 (Indemnity to the Security Trustee) shall not apply to the extent that the cost, loss or liability concerned have resulted from the gross negligence or wilful misconduct of the Agent or Security Trustee (as the case may be).

15.                           MITIGATION

15.1                     If, in respect of any Lender, circumstances arise which would or would upon the giving of notice result in:

15.1.1                      an increase in any sum payable to it or for its account pursuant to Clause 11.2 (Tax Gross-up);

15.1.2                      a claim for indemnification pursuant to Clause 11.3 (Tax Indemnity) or Clause 12 (Increased Costs); or

15.1.3                      the reduction of its Available Commitment to zero or any repayment to be made pursuant to Clause 13 (Illegality),

then, without in any way limiting, reducing or otherwise qualifying the rights of such Lender or the obligations of the Obligors under any of the Clauses referred to in sub-clauses 15.1.1, 15.1.2 and 15.1.3, such Lender shall promptly upon becoming aware of such circumstances notify the Agent thereof (who shall promptly notify the Original Borrower) and, in consultation with the Agent and the Original Borrower and to the extent that it can do so lawfully and without prejudice to its own position, take reasonable steps (including a change of location of its Facility Office or the transfer of its rights, benefits and obligations hereunder to another financial institution which is an Approved Credit Institution and which is acceptable to the Original Borrower and willing to participate in the Facility) to mitigate the effects of such circumstances provided that such Lender shall be under no obligation to take any such action if, in the good faith judgment of such Lender, to do so might be reasonably expected to have any adverse effect upon its business, operations or financial condition (in each case, taken as a whole).

15.2                    In connection with the occurrence of any of the events set forth in sub-clauses 15.1.1 through 15.1.3, the Original Borrower, at its sole expense and effort, shall have the right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”), with one or more person or persons (collectively, the “Replacement Lender”) reasonably acceptable to the Agent at which time the Replaced Lender shall assign or transfer, without recourse (in accordance with and subject to the restrictions contained in

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Clause 25 (Changes to the Lenders)), all its interests, rights and obligations under this Agreement to the Replacement Lender provided that:

15.2.1                      the Replacement Lender shall pay to the Replaced Lender in respect thereof an amount equal to the sum of:

(a)                     an amount equal to all Unpaid Sums that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time; and

(b)                    an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Clause 16 (Commitment Commission and fees);

15.2.2                      all obligations of any Borrower under the Finance Documents owing to the Replaced Lender (other than those specifically described in sub-clause 15.2.1 above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement;

15.2.3                      such assignment or transfer is likely to result in a reduction in such compensation or payments; and

15.2.4                      no Lender shall be required to become a Replaced Lender if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Original Borrower to require such assignment or transfer cease to apply.

For the avoidance of doubt, no Replaced Lender shall be required to execute, sign or deliver any document or assignment in order to be replaced in accordance with this Clause 15.2.

16.                           COMMITMENT COMMISSION AND FEES

16.1                     Commitment Commission on the Facility

The Original Borrower shall pay to the Agent for account of each Lender a commitment commission on the amount of such Lender’s Available Commitment from day to day during the Availability Period, such commitment commission to be calculated at a rate of:

(a)                                      for any period in which all or any part of the Borrowing Base consists of Eligible Investment Grade Securities, 0.25 per cent. per annum; and

(b)                                     at all other times, 0.20 per cent. per annum,

on such amount and payable in arrear on the last day of each successive period of three months which ends during such period and on the last day of the Availability Period provided however, that for so long as a Lender is a Defaulting Lender, no commitment commission hereunder shall accrue or be payable to such Lender until such Lender ceases to be a Defaulting Lender.

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16.2                     Arrangement Fee

The Original Borrower shall pay to the Arranger, the arrangement fees specified in a Fee Letter between the Arranger and the Original Borrower at the times, and in the amounts, specified in such letter.

16.3                     Structuring Fee

The Original Borrower shall pay to the Structuring Agent, the structuring fees specified in a Fee Letter between the Structuring Agent and the Original Borrower at the times, and in the amounts, specified in such letter.

16.4                     Agency Fees

The Original Borrower shall pay to the Agent for its own account the agency fees specified in a Fee Letter between the Agent and the Original Borrower at the times, and in the amounts, specified in such letter.

17.                           COSTS AND EXPENSES

17.1                     Transaction expenses

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, the Original Borrower shall within five Business Days of demand, pay the Agent, the Arranger and the Security Trustee the amount of all costs and expenses (including, but not limited to, legal fees of one legal counsel in each relevant jurisdiction) reasonably incurred by any of them (and invoiced in reasonable detail) and, in the case of the Security Trustee, by any Receiver or Delegate, in connection with the negotiation, preparation, execution and perfection of:

17.1.1                       this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

17.1.2                      any other Finance Documents executed after the date of this Agreement.

17.2                     Amendment costs

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, if (a) an Obligor or any other member of the Group that is party to a Finance Document requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 31.9 (Change of currency), the Original Borrower shall, within five Business Days of demand, reimburse each of the Agent and the Security Trustee for the amount of all costs and expenses (including, but not limited to, legal fees of one legal counsel in each relevant jurisdiction) reasonably incurred by the Agent and the Security Trustee (and invoiced in reasonable detail) and in the case of the Security Trustee, by any Receiver or Delegate, in responding to, evaluating, negotiating or complying with that request or requirement.

17.3                     Security Trustee’s ongoing costs

17.3.1                      Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, in the event of (i) the occurrence of a Default or (ii) the Security Trustee considering it necessary or expedient or (iii) the Security Trustee being requested by an Obligor or any other member of the Group that is party to a Finance Document or the Majority Lenders to undertake duties which the Security Trustee and the

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Original Borrower agree to be of an exceptional nature and/or outside the scope of the normal duties of the Security Trustee under the Finance Documents, the Original Borrower shall pay to the Security Trustee any additional remuneration that may be agreed between them.

17.3.2                      Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, if the Security Trustee and the Original Borrower fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Trustee and approved by the Original Borrower or, failing approval, nominated (on the application of the Security Trustee) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Original Borrower) and the determination of any investment bank shall be final and binding upon the parties to this Agreement.

17.4                     Enforcement and preservation costs

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, the Original Borrower shall, within five Business Days of demand, pay to Agent the amount of all costs and expenses (including, but not limited to, legal fees of one legal counsel in each relevant jurisdiction but excluding costs and expenses to the extent that they result from the gross negligence or wilful misconduct of the Agent or any of the other Finance Parties) incurred by the Agent (and invoiced in reasonable detail) in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security or enforcing these rights.

17.5                     Stamp taxes

Without duplication of any expense reimbursement obligations or indemnities contained elsewhere in this Agreement or the other Finance Documents, the Original Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party and the Arrangers against any stamp duty, registration and other similar Taxes which are incurred by that Secured Party or the Arrangers arising from any payment made under any Finance Document or from the execution, delivery, performance, enforcement or registration of any Finance Document.

18.                           DEFAULT INTEREST AND BREAK COSTS

18.1                     Default Interest Periods

If an Obligor fails to pay:

18.1.1                      any amount payable by it pursuant to sub-clause 7.1.1 of Clause 7.1 (Borrowers’ Indemnity to Lenders), the period beginning on the date on which the relevant Finance Party paid any sum due and payable under the relevant Letter of Credit and ending on the date upon which the obligation of such Obligor to pay such sum is discharged shall be divided into successive periods:

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(a)                     the first three periods being periods of a duration of one day each, which (other than the first) shall start on the last day of the preceding such period; and

(b)                    thereafter, each such period shall start on the last day of the preceding period and the duration of each of which shall (except as otherwise provided in this Clause 18) be selected by the Agent;

18.1.2                      any other amount payable by it under a Finance Document on its due date, or if any sum due and payable by an Obligor under any judgment of any court in connection herewith is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of such Obligor to pay such sum is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period and the duration of each of which shall (except as otherwise provided in this Clause 18) be selected by the Agent.

18.2                     Default Interest

An Unpaid Sum:

18.2.1                      which is a sum referred to in sub-clause 18.1.1 of Clause 18.1 (Default Interest Periods) above shall bear interest:

(a)                     during the first three Interest Periods in respect thereof at LIBOR at the overnight rate on the Quotation Date therefor; and

(b)                    during each Interest Period thereafter, at the rate per annum which is three per cent. per annum above LIBOR on the Quotation Date therefor;

18.2.2                      which is a sum referred to in sub-clause 18.1.2 of Clause 18.1 (Default Interest Periods) above shall bear interest during each Interest Period in respect thereof at the rate per annum which is three per cent. per annum above LIBOR, on the Quotation Date therefor.

18.3                     Payment of Default Interest

Any interest which shall have accrued under Clause 18.2 (Default Interest) in respect of an Unpaid Sum shall be due and payable and shall be paid by the Obligor owing such Unpaid Sum on the last day of each Interest Period in respect thereof or on such other dates as the Agent may specify by notice to such Obligor.

18.4                     Break Costs

If any Lender or the Agent on its behalf receives or recovers all or any part of an Unpaid Sum otherwise than on the last day of an Interest Period relating thereto, the relevant Borrower shall pay to the Agent on demand for account of such Lender an amount equal to the amount (if any) by which (a) the additional interest which would have been payable on the amount so received or recovered had it been received or recovered on the last day of that Interest Period exceeds (b) the amount of interest which in the opinion of the Agent (acting reasonably) would have been payable to the Agent on the last day of

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that Interest Period in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered placed by it with a prime bank in London for a period starting on the first Business Day following the date of such receipt or recovery and ending on the last day of that Interest Period.

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SECTION 7
GUARANTEE

19.                           GUARANTEE AND INDEMNITY

19.1                     Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

19.1.1                      guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

19.1.2                      undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, such Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

19.1.3                      indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

19.2                     Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrowers under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.3                     Reinstatement

If any payment by a Borrower or any discharge given by a Finance Party (whether in respect of the obligations of a Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

19.3.1                      the liability of that Borrower shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

19.3.2                      each Finance Party shall be entitled to recover the value or amount of that security or payment from that Borrower as if the payment, discharge, avoidance or reduction had not occurred.

19.4                     Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

19.4.1                      any time, waiver or consent granted to, or composition with, a Borrower or other person;

19.4.2                      the release of a Borrower or any other person under the terms of any composition or arrangement with any creditor of an Obligor;

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19.4.3                      the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, a Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

19.4.4                      any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Borrower or any other person;

19.4.5                      any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Finance Document or any other document or security;

19.4.6                      any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

19.4.7                      any insolvency or similar proceedings.

19.5                     Guarantor Intent

Without prejudice to the generality of Clause 19.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:

19.5.1                      acquisitions of any nature;

19.5.2                      increasing working capital;

19.5.3                      enabling investor distributions to be made;

19.5.4                      carrying out restructurings;

19.5.5                      refinancing existing facilities;

19.5.6                      refinancing any other indebtedness;

19.5.7                      making facilities available to new borrowers;

19.5.8                      any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and

19.5.9                      any fees, costs and/or expenses associated with any of the foregoing.

19.6                     Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from it under this Clause 19.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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19.7                     Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

19.7.1                      refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

19.7.2                      hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause 19.

19.8                     Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

19.8.1                      to be indemnified by a Borrower;

19.8.2                      to claim any contribution from any other guarantor of any Borrower’s obligations under the Finance Documents;

19.8.3                      to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

19.8.4                      to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and Indemnity);

19.8.5                      to exercise any right of set-off against any Obligor; and/or

19.8.6                      to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by any Borrower under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 31 (Payment mechanics) of this Agreement.

19.9                     Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents, then on the date such Retiring Guarantor ceases to

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be a Guarantor:

19.9.1                      that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

19.9.2                      each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

19.10               Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.                           REPRESENTATIONS

On the date of this Agreement, each Obligor makes to the Finance Parties the representations and warranties set out in Clauses 20.1 (Corporate Status) to 20.7 (Projections and Assumptions), 20.15 (Insurance Licenses), and Clauses 20.19 (No default) to 20.23 (No Winding-up) and the Original Guarantor makes to the Finance Parties the representations and warranties set out in Clauses 20.8 (Financial Condition) to 20.14 (Compliance with Statutes and Agreements), 20.16 (Security Documents) and Clauses 20.17 (Properties; Liens; and Insurance) and 20.18 (Solvency) in each case in relation to itself and (where applicable) its Significant Subsidiaries.

20.1                     Corporate Status

It and each of its Significant Subsidiaries:

20.1.1                      is a duly organised and validly existing corporation or business trust or other entity in good standing under the laws of the jurisdiction of its organisation and has the corporate or other organisational power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage; and

20.1.2                      has been duly qualified and is authorised to do business and is in good standing in all jurisdictions where it is required to be so qualified,

except, in the case of sub-clauses 20.1.1 (other than in respect of the Obligors or any other member of the Group that is party to a Finance Document) and 20.1.2, where the failure to be so qualified, authorised or in good standing, either individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.

20.2                     Corporate Power and Authority

20.2.1                      It and each of its subsidiaries that is party to any Finance Document has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Finance Documents to which it is a party and has taken all necessary corporate action to authorise the execution, delivery and performance of such Finance Documents.

20.2.2                      It and each of its subsidiaries that is party to any Finance Document has duly executed and delivered each Finance Document to which it is a party and, subject to the Legal Reservations, each such Finance Document constitutes the legal, valid and binding obligation of such Obligor or such subsidiary enforceable against it in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

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20.3                     No Contravention of Agreements or Organisational Documents

Neither the execution, delivery and performance, by it or any of its subsidiaries that is party to any Finance Document, of this Agreement or the other Finance Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein:

20.3.1                      will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality;