8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

August 15, 2016

Date of Report (Date of earliest event reported)

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	0-26456	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(441) 278-9250

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On August 15, 2016, Arch Capital Group Ltd. (“ACGL”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with American International Group, Inc. (“AIG”) pursuant to which, upon the terms and subject to the conditions thereof, ACGL agreed to purchase from AIG all of the issued and outstanding shares of capital stock of United Guaranty Corporation, a North Carolina corporation (“UG Corp”), and AIG United Guaranty (Asia) Limited (“UG Asia” and, together with UG Corp, “United Guaranty”) (the United Guaranty shares together with the UG Asia shares, the “Shares”).

As aggregate consideration for the Shares, on the closing date ACGL will pay to AIG aggregate consideration of up to approximately $3.42 billion, consisting of the following:  (i) cash consideration of approximately $2.2 billion (the “Base Cash Consideration”); (ii) a number of shares of ACGL’s convertible non-voting common-equivalent preference shares having the terms set forth in an exhibit to the Stock Purchase Agreement (the “Convertible Preferred Shares”) equal to $975.0 million based on a formula and subject to a collar as described below; and (iii) an additional amount (or if such amount is negative $0) in cash equal to $250.0 million less the Company Dividend Amount (as defined below), if any, less the value of the Perpetual Preferred Shares (as defined below) issued to AIG, if any.  The Stock Purchase Agreement entitles AIG to take dividends or other distributions from United Guaranty in an amount not to exceed $250.0 million between the signing of the Stock Purchase Agreement and the closing date (the amount of any such dividends or distributions, the “Company Dividend Amount”).  As an additional component of the consideration for the transaction, ACGL can require AIG to accept up to $250.0 million of Perpetual Preferred Shares (which will have the same terms as at least $450.0 million of ACGL’s perpetual preference shares expected to be sold in a public offering) ( the “Perpetual Preferred Shares”) less the Company Dividend Amount.

Pursuant to the Stock Purchase Agreement, the number of Convertible Preferred Shares issued to AIG will be calculated by reference to the “Average Stock Price,” which is defined as the volume-weighted average closing trading price per common share of ACGL on NASDAQ, as reported in The Wall Street Journal (or such other source as the parties to the Stock Purchase Agreement shall agree in writing) (the “VWAP”) during the period of 15 days for which the NASDAQ is open for trading ending on and including the fifth trading day prior to the closing date.  The Average Stock Price is subject to adjustment in accordance with the Stock Purchase Agreement if ACGL consummates a common stock issuance prior to the closing date.  If the Average Stock Price per common share of ACGL’s common stock is between $65.7342 per share and $76.3938 per share, ACGL will issue a number of Convertible Preferred Shares that initially converts into ACGL common stock equal to $975.0 million divided by the Average Stock Price.  If the Average Stock Price is greater than $76.3938 per share, ACGL will issue a number of Convertible Preferred Shares that initially converts into ACGL common stock equal to $975.0 million divided by $76.3938 per share.  If the Average Stock Price is less than $65.7342 per share, ACGL will issue a number of shares of Convertible Preferred Shares that initially converts into ACGL common stock equal to $975 million divided by $65.7342 per share.  The low reference price is subject to adjustment if ACGL consummates a common stock issuance prior to the closing date.

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Notwithstanding the foregoing, if at the closing date any required governmental approvals for the sale, delivery and purchase of UG Asia have not been obtained, then, at the closing (a) AIG shall not deliver the UG Asia shares and (b) the Base Cash Consideration shall be reduced by $40 million (the “UG Asia Consideration”).  In that case, closing of UG Asia shall occur (including the payment of the UG Asia Consideration) when all required governmental approvals have been obtained, or on such date as AIG and ACGL may agree in writing, but not later than December 31, 2017, at which point UG Asia will be retained by AIG.

The Stock Purchase Agreement contains customary covenants of AIG, including, among others, AIG’s covenant to cause United Guaranty to conduct its business in the ordinary course of business, consistent with past practice, between the execution of the Stock Purchase Agreement and the closing, subject to certain exceptions.  Significant other covenants of AIG include:  (i) providing access to properties and records and maintaining confidentiality; (ii) not taking certain actions without the consent of ACGL; (iii) using reasonable best efforts to obtain requisite consents from third parties required in order to consummate the transaction contemplated by the Stock Purchase Agreement; (iv) using reasonable best efforts to take actions necessary in relation to the parties’ obtaining required consents from regulatory authorities and government-sponsored entities; (v) terminating intercompany agreements (other than specified agreements); (vi) not soliciting or accepting acquisition proposals; (vii) using commercially reasonable best efforts to assist ACGL in obtaining financing for the transaction; (viii) entering into a transition services agreement with ACGL to provide certain services to United Guaranty after closing and (ix) following closing, not engaging in the business of writing new primary private mortgage insurance in the United States and Hong Kong for a period of twenty four (24) months following the closing date.

The Stock Purchase Agreement contains certain covenants of ACGL, including, among others:  (i) providing certain access to records and cooperating with AIG following closing; (ii) using commercially reasonable best efforts to obtain financing on the terms and conditions described in the Bridge Credit Agreement (as defined below); and (iii) using reasonable best efforts to take actions necessary in relation to obtaining required consents from regulatory authorities and government-sponsored entities.  In connection with obtaining such consents of regulatory authorities and government-sponsored entities, it is anticipated that ACGL or its subsidiaries may be required to make certain financial or other commitments with respect to its mortgage insurance subsidiaries or United Guaranty, the form and amount of which will be determined based upon discussions with such authorities.  ACGL has agreed to accept any financial requirements imposed by regulatory authorities and government-sponsored entities unless, following discussions regarding any such financial or other requirements with the applicable regulatory authority or government-sponsored entity, such requirement results in a “Burdensome Condition” (as defined in the Stock Purchase Agreement).

ACGL and AIG each make customary representations and warranties in the Stock Purchase Agreement, which survive the closing and generally terminate eighteen months thereafter.  AIG, on the one hand, and ACGL, on the other hand, agree to indemnify one another for breaches of their respective representations, warranties and covenants, subject to terms and limitations as described in the Stock Purchase Agreement.

The transaction contemplated by the Stock Purchase Agreement, which is currently expected to close during the fourth quarter of 2016 or the first quarter of 2017, is subject to certain closing conditions, including, among others, (i) expiration or early termination of the waiting period

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required by the HSR Act, (ii) the receipt of certain approvals of regulatory authorities and government-sponsored entities, (iii) the execution of an excess of loss agreement between subsidiaries of AIG and United Guaranty and (iv) receipt by AIG of confirmation from the Board of Governors of the Federal Reserve System that neither ACGL, United Guaranty nor any of their respective subsidiaries will be subject to “Systemically Important Financial Institutions” rules and regulations.  There is no financing condition for the acquisition.

The Stock Purchase Agreement may be terminated under certain circumstances, including:  (i) the parties’ mutual agreement; (ii) by either ACGL or AIG, if the closing has not occurred on or before March 31, 2017, subject to an extension at the request of either party of up to three months for the receipt of certain approvals (such date, as may be extended, the “Outside Date”); (iii) by either ACGL or AIG, in the event of the issuance of a final, non-appealable governmental order restraining or prohibiting the consummation of the transaction contemplated by the Stock Purchase Agreement or in the event that any law has been enacted, promulgated or issued by any governmental authority that restrains, enjoins or prohibits the transaction contemplated by the Stock Purchase Agreement or that would render the consummation of such transaction illegal; or (iv) the non-terminating party’s material uncured breach of the Stock Purchase Agreement.  In the event that either ACGL or AIG terminates the Stock Purchase Agreement due to a failure to obtain the necessary regulatory approvals (which does not include the failure to receive the approvals set forth in clause (iv) of the prior paragraph) on or before the Outside Date and specified ACGL conditions to closing are otherwise satisfied, ACGL will pay AIG a termination fee equal to $150.0 million.

In connection with ACGL’s acquisition of the Shares, the 50% quota share reinsurance agreement between United Guaranty Residential Insurance Company and three subsidiaries of AIG relating to policy years 2014, 2015 and 2016 will be amended to terminate on a run-off basis as of 12:01 a.m. on January 1, 2017.

The foregoing is a summary of certain material terms of the Stock Purchase Agreement, and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Investor Rights Agreement

Simultaneously with the consummation of the acquisition of the Shares, ACGL and AIG will enter into an investor rights agreement (the “Investor Rights Agreement”).  The Investor Rights Agreement restricts the transfer of Convertible Preferred Shares by AIG and its controlled affiliates for eighteen months after the effective date of the Investor Rights Agreement as follows:  (i) none of the Convertible Preferred Shares may be sold prior to the six-month anniversary of the closing date; (ii) one-third of the Convertible Preferred Shares may be sold during the period from the six-month anniversary of the closing date to the date immediately prior to the twelve-month anniversary of the closing date; (iii) two-thirds of the Convertible Preferred Shares may be sold during the period from the six-month anniversary of the closing date to the date immediately prior to the eighteen-month anniversary of the closing date; and (iv) all of the Convertible Preferred Shares may be sold from and after the eighteen-month anniversary of the closing date, subject to certain exceptions.

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Pursuant to the terms of the Investor Rights Agreement, ACGL will file a shelf registration statement to register all common shares of ACGL issuable upon a conversion of the Convertible Preferred Shares, and any Perpetual Preferred Shares issued to AIG.  The Investor Rights Agreement will also provide AIG, any successor thereto and any permitted transferee (collectively, the “Investors”) with demand and “piggy-back” rights, subject to certain minimum offering requirements and customary conditions.

Until the date on which AIG and the other Investors beneficially own, in the aggregate, Convertible Preferred Shares representing less than 5% of the total issued and outstanding common shares of ACGL (on an as-converted basis), without the prior written consent of ACGL, AIG and the other Investors may not, among other things, acquire common shares of ACGL; or take specified actions to propose an acquisition of ACGL.  In addition, pursuant to the Investor Rights Agreement neither ACGL nor the other Investors will take any action that could reasonably be expected to result in AIG, the other Investors or any of their respective affiliates, acting alone or as part of a group, directly or indirectly, to take specified actions, including without limitation (i) beneficially owning more than 5% of ACGL’s common shares or other voting securities (or any securities convertible into, or exercisable or exchangeable for, ACGL’s common shares or other voting securities, on an as-converted basis) or (ii) controlling more than 23.5% (calculated in a manner consistent with the Bank Holding Company Act of 1956, as amended, together with any regulations promulgated thereunder) of the total equity of ACGL.

The foregoing is a summary of the material terms of the form of Investor Rights Agreement, and is qualified in its entirety by reference to the full text of the form of Investor Rights Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Bridge Credit Agreement

In connection with the entering into of the Stock Purchase Agreement, ACGL entered into a bridge credit agreement with Credit Suisse AG, Cayman Islands Branch (“CS”), as administrative agent and initial lender (the “Bridge Credit Agreement”).  The Bridge Credit Agreement provides for commitments by the lenders thereunder to provide up to $1,375,000,000 of term loans (the “Bridge Loans”) to fund the cash consideration under the Stock Purchase Agreement and to pay fees and expenses in connection with the acquisition and the Bridge Credit Agreement.

Commitments under the Bridge Credit Agreement (or, to the extent funded, the Bridge Loans) may be voluntarily reduced (or prepaid) by ACGL without premium or penalty, other than payment of customary breakage costs. Commitments under the Bridge Credit Agreement (or, to the extent funded, Bridge Loans) will be subject to mandatory reduction (or, in the case of Bridge Loans, mandatory prepayment), by an amount equal to the net cash proceeds of certain debt incurrences, equity issuances and asset sales.  The commitments under the Bridge Credit Agreement will expire five business days after the Outside Date if the closing of the acquisition has not occurred on or prior to such date.

Conditions to borrowing under the Bridge Credit Agreement include the absence of a Material Adverse Effect (as defined in the Stock Purchase Agreement) in United Guaranty after

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December 31, 2015, the concurrent consummation of the acquisition in accordance with the Stock Purchase Agreement, and other conditions customary for bridge financings of this type.

The Bridge Loans, if funded, will mature on the date that is 364 days after funding.  Bridge Loans will bear interest at a rate based on LIBOR or the base rate plus, in each case, an applicable margin. The applicable margin for LIBOR loans would range from 0.875% to 1.625% per annum and for base rate loans would range from 0.0% to 0.625% per annum, in each case, depending on the public debt rating of ACGL then in effect, increasing by 0.25% (with respect to each level of public debt rating) every 90 days after funding.  In addition, customary fees will be payable under the Bridge Credit Agreement and related documents.

The Bridge Credit Agreement contains financial covenants that require ACGL to maintain a minimum consolidated tangible net worth and a maximum ratio of total consolidated debt to the sum of total consolidated debt plus consolidated net worth. The Bridge Credit Agreement also includes customary affirmative covenants, negative covenants and events of default.  These provisions are generally consistent with those in ACGL’s existing revolving credit agreement.

Arch Capital Group (U.S.) Inc. will provide a guaranty of the obligations under the Bridge Credit Agreement.  ACGL has the ability under the Bridge Loan Agreement to designate one of its subsidiaries to be the borrower pursuant to the terms thereof.  In such case, ACGL would guarantee the obligations of the subsidiary borrower.

The foregoing is a summary of the material terms of the Bridge Credit Agreement, and is qualified in its entirety by reference to the full text of the Bridge Credit Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 2.03Creation of a Direct Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required hereunder is provided under the heading “Bridge Credit Agreement” under Item 1.01 of this Current Report on Form 8K and is incorporated herein by reference.

ITEM 7.01Regulation FD Disclosure.

On August 15, 2016, ACGL issued a press release relating to the Stock Purchase Agreement.  A copy of that press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On August 16, 2016, ACGL released an investor presentation relating to the Stock Purchase Agreement, a copy of which is filed as Exhibit 99.2 to this report.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01Exhibits.

EXHIBIT NO.	DESCRIPTION
2.1	Stock Purchase Agreement, dated as of August 15, 2016, between Arch Capital Group Ltd. and AIG International Group, Inc.

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10.1	Form of Investor Rights Agreement between Arch Capital Group Ltd. and AIG International Group, Inc. (incorporated by reference to Exhibit B to the Stock Purchase Agreement filed as Exhibit 2.1).
10.2	Bridge Credit Agreement, dated as of August 15, 2016, among Arch Capital Group Ltd., Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and the Lenders party thereto.
99.1	Press Release issued by Arch Capital Group Ltd. on August 15, 2016.
99.2	Investor Presentation, dated August 16, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned.

	ARCH CAPITAL GROUP LTD.
Date: August 16, 2016	By:	/s/ Mark D. Lyons
		Name: Mark D. Lyons
		Title: Executive Vice President Chief Financial Officer and Treasurer

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Exhibit Index

EXHIBIT NO.	DESCRIPTION
2.1	Stock Purchase Agreement, dated as of August 15, 2016, between Arch Capital Group Ltd. and AIG.
10.1	Form of Investor Rights Agreement between Arch Capital Group Ltd. and AIG (incorporated by reference to Exhibit B to the Stock Purchase Agreement filed as Exhibit 2.1).
10.2	Bridge Credit Agreement, dated as of August 15, 2016, among Arch Capital Group Ltd., Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and the Lenders party thereto.
99.1	Press Release issued by Arch Capital Group Ltd. on August 15, 2016.
99.2	Investor Presentation, dated August 16, 2016.

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

dated as of August 15, 2016

between

AMERICAN INTERNATIONAL GROUP, INC.

and

ARCH CAPITAL GROUP LTD.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01.	Certain Defined Terms	1
ARTICLE II
PURCHASE AND SALE
Section 2.01.	Purchase and Sale	1
Section 2.02.	Closing	1
Section 2.03.	Purchase Price	2
Section 2.04.	Adjustment to the Convertible Preferred Stock Consideration at Closing	3
Section 2.05.	Closing Deliveries	5
Section 2.06.	UG Asia Closing	6
Section 2.07.	Payments and Computations	7
Section 2.08.	Withholding Taxes	7
Section 2.09.	Tax Payments	7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARENT
Section 3.01.	Incorporation and Authority of the Parent	8
Section 3.02.	Incorporation, Qualification and Authority of the Company and the Transferred Subsidiaries	9
Section 3.03.	Capital Structure of the Company and the Transferred Subsidiaries; Ownership and Transfer of the Shares	9
Section 3.04.	No Conflict	10
Section 3.05.	Consents and Approvals	11
Section 3.06.	Financial Information; Absence of Undisclosed Liabilities	11
Section 3.07.	Absence of Certain Changes	13
Section 3.08.	Absence of Litigation	13
Section 3.09.	Compliance with Laws	13
Section 3.10.	Governmental Permits	15
Section 3.11.	Intellectual Property and Information Technology	16
Section 3.12.	Material Contracts	18
Section 3.13.	Employee Benefits; Employees	18
Section 3.14.	Insurance Issued by Insurance Subsidiaries	20
Section 3.15.	Reinsurance Agreements	22
Section 3.16.	Governmental Deposits	23
Section 3.17.	Books and Records	23

		Page
Section 3.18.	Investment Assets	23
Section 3.19.	Insurance	23
Section 3.20.	Real Property	23
Section 3.21.	Taxes	24
Section 3.22.	Investment Company	25
Section 3.23.	Regulatory Filings	26
Section 3.24.	Affiliate Transactions	26
Section 3.25.	Brokers	26
Section 3.26.	Securities Matters	26
Section 3.27.	Environmental Matters	26
Section 3.28.	Investigation	27
Section 3.29.	Disclaimer	27
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR
Section 4.01.	Incorporation and Authority of the Acquiror	28
Section 4.02.	Incorporation, Qualification and Authority of the Significant Subsidiaries of the Acquiror	29
Section 4.03.	Capital Structure of the Acquiror and its Significant Subsidiaries; Ownership and Transfer of the Stock Consideration	29
Section 4.04.	No Conflict	30
Section 4.05.	Consents and Approvals	31
Section 4.06.	Financial Information; Absence of Undisclosed Liabilities	31
Section 4.07.	Absence of Certain Changes	32
Section 4.08.	Absence of Litigation	32
Section 4.09.	Compliance with Laws	32
Section 4.10.	Governmental Permits	33
Section 4.11.	Investment Company	34
Section 4.12.	Securities Matters	34
Section 4.13.	Private Placement	34
Section 4.14.	Financial Ability	34
Section 4.15.	Investigation	35
Section 4.16.	Brokers	36
Section 4.17.	Taxes	36
Section 4.18.	Disclaimer	36
ARTICLE V
ADDITIONAL AGREEMENTS
Section 5.01.	Parent Conduct of Business Prior to the Closing	36
Section 5.02.	Acquiror Conduct of Business Prior to the Closing	39
Section 5.03.	Access to Information	41
Section 5.04.	Books and Records	45
Section 5.05.	Confidentiality	46

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		Page
Section 5.06.	Regulatory and Other Authorizations; Efforts	47
Section 5.07.	Insurance	51
Section 5.08.	Intercompany Obligations and Arrangements	52
Section 5.09.	Intellectual Property; Trade Names and Trademarks	53
Section 5.10.	Certain Third Party Contracts of the Parent and the Company	55
Section 5.11.	Parent Corporate Credit Card Program	56
Section 5.12.	Company E&O Claims	56
Section 5.13.	Parent Money Market Fund	56
Section 5.14.	Acquiror Financing	56
Section 5.15.	Additional Separation Covenants	59
Section 5.16.	Notification	59
Section 5.17.	No Solicitation of Other Bids	60
Section 5.18.	Non-Competition; Non-Solicitation; No-Hire	60
Section 5.19.	Certain Swap Arrangements	62
Section 5.20.	Mutual Release	62
Section 5.21.	Pre-Closing Intellectual Property Transfers	64
Section 5.22.	Information Technology Contracts	64
Section 5.23.	Certain Run-Off Entities	65
Section 5.24.	Investment Assets	65
Section 5.25.	Further Action	65
ARTICLE VI
EMPLOYEE MATTERS
Section 6.01.	Employee Matters	65
ARTICLE VII
TAX MATTERS
Section 7.01.	Tax Returns	71
Section 7.02.	Tax Period Allocations	72
Section 7.03.	Tax Indemnity	72
Section 7.04.	Tax Refunds	74
Section 7.05.	Post-Closing Acquiror Conduct	74
Section 7.06.	Contest Provisions	75
Section 7.07.	Assistance and Cooperation	76
Section 7.08.	Other Tax Matters	77
ARTICLE VIII
CONDITIONS TO CLOSING
Section 8.01.	Conditions to Obligations of Each Party	79
Section 8.02.	Conditions to Obligations of the Parent	79
Section 8.03.	Conditions to Obligations of the Acquiror	80

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		Page
ARTICLE IX
TERMINATION
Section 9.01.	Termination	81
Section 9.02.	Notice of Termination	82
Section 9.03.	Effect of Termination	82
ARTICLE X
INDEMNIFICATION
Section 10.01.	Survival	84
Section 10.02.	Indemnification by the Parent	84
Section 10.03.	Indemnification by the Acquiror	85
Section 10.04.	Notification of Claims	86
Section 10.05.	Payment	88
Section 10.06.	Exclusive Remedies	88
Section 10.07.	Additional Indemnification Provisions	88
ARTICLE XI
GENERAL PROVISIONS
Section 11.01.	Expenses	90
Section 11.02.	Notices	90
Section 11.03.	Public Announcements	91
Section 11.04.	Severability	91
Section 11.05.	Entire Agreement	91
Section 11.06.	Assignment	92
Section 11.07.	No Third Party Beneficiaries	92
Section 11.08.	Amendment; Waiver	92
Section 11.09.	Disclosure Schedules	92
Section 11.10.	Governing Law; Arbitration; Waiver of Jury Trial	93
Section 11.11.	Agent for Service of Process	94
Section 11.12.	Rules of Construction	95
Section 11.13.	Specific Performance	95
Section 11.14.	Further Assurances	95
Section 11.15.	Counterparts	96
Section 11.16.	Financing Source Related Parties	96
Schedules
Schedule I	List of Transferred Subsidiaries
Exhibits
Exhibit A	Definitions

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Exhibit B	Form of Investor Rights Agreement
Exhibit C	Form of Acquiror Convertible Preferred Stock Certificate of Designations
Exhibit D	Acquiror Perpetual Preferred Stock Terms
Exhibit E	Form of Opinion of Conyers Dill & Pearman Limited
Disclosure Schedules
Parent Disclosure Schedule
Acquiror Disclosure Schedule

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This STOCK PURCHASE AGREEMENT, dated as of August 15, 2016, is entered into between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (the “Parent”), and ARCH CAPITAL GROUP LTD., an exempted company with limited liability registered under the laws of Bermuda (the “Acquiror”).

RECITALS

A.The Parent directly owns all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), in United Guaranty Corporation, a North Carolina corporation (the “Company”) and all of the outstanding shares (the “UG Asia Shares”), in AIG United Guaranty Insurance (Asia) Limited, a Hong Kong limited company (“UG Asia”).

B.The Company owns, directly or indirectly, the outstanding Capital Stock in each of the entities set forth in Schedule I (collectively, and together with UG Asia, the “Transferred Subsidiaries”).

C.In connection with this Agreement, at the Closing: (i) the parties or their applicable Subsidiaries will enter into a transition services agreement (the “Transition Services Agreement”); and (ii) the Acquiror and the Parent will enter into an investor rights agreement substantially in the form attached hereto as Exhibit B (the “Investor Rights Agreement”).

D.The Parent desires to sell to the Acquiror, and the Acquiror desires to purchase from the Parent, the Shares and the UG Asia Shares upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Certain Defined Terms.  Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A or elsewhere in this Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.01.Purchase and Sale.  On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Parent shall sell, convey, assign, transfer and deliver to the Acquiror, free and clear of all Liens, and the Acquiror shall purchase, acquire and accept from the Parent, all of the Parent’s right, title and interest in and to the Shares and, subject to Section 2.06, the UG Asia Shares.

Section 2.02.Closing.  On the last Business Day of the first month during which all the conditions set forth in Article VIII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or on such other date as the Parent and the Acquiror

may agree in writing, the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) that shall be held no later than 10:00 a.m., New York City time, at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, or such other time or place as the Parent and the Acquiror may agree in writing (the date on which the Closing takes place being the “Closing Date”); provided, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VIII hereof, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), the Closing shall occur instead on 0 the earlier to occur of (i) any Business Day during the Marketing Period that is the last Business Day of a month to be specified by the Acquiror to the Parent on no less than three Business Days’ written notice to the Parent and (ii) the first Business Day following the last day of the Marketing Period that is the last Business Day of a month or (b) such other date, time or place as agreed to in writing by the parties hereto, in each case subject to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing). Upon the occurrence of the Closing, the time and date that the purchase and sale described in Section 2.01 of the Shares and, subject to Section 2.06, the UG Asia Shares becomes effective shall be 12:01 a.m., New York City time, on the Closing Date.

Section 2.03.Purchase Price.  On the terms and subject to the conditions set forth in this Agreement, at Closing, the Acquiror shall:

(a)pay to the Parent, an aggregate amount in cash equal to $2.1975 billion plus the Additional Cash Consideration (if any), which amount shall be adjusted, if applicable, pursuant to Section 2.04(f) (the “Cash Consideration”);

(b)issue and deliver to the Parent a number of shares of its convertible non-voting common-equivalent preference shares having the designation and the voting and other powers, preferences, participating, option or other rights, and subject to the qualifications, limitations and restrictions as substantially set forth in the Acquiror Convertible Preferred Stock Certificate of Designations attached hereto as Exhibit C (“Acquiror Convertible Preferred Stock”) determined pursuant to Section 2.04 (the “Convertible Preferred Stock Consideration”); and

(c)if prior to the Closing, the Acquiror issues to the public shares of its cumulative perpetual preference shares having the designation and the voting and other powers, preferences, participating, option or other rights, and subject to the qualifications, limitations and restrictions as substantially set forth in Exhibit D (“Acquiror Perpetual Preferred Stock”) with an aggregate liquidation preference of at least $450.0 million (a “Qualifying Preferred Stock Issuance” and such amount, the “Preferred Stock Issuance Amount”), issue and deliver to the Parent shares of Acquiror Perpetual Preferred Stock with an aggregate liquidation preference equal to the lesser of (A) $250.0 million and (B) (x) $700.0 million less (y) the Company Dividend Amount, and then less (z) the Preferred Stock Issuance Amount, or, if such calculation results in a negative number, $0 (such shares, if any, the “Perpetual Preferred Stock Consideration” and, together with the Convertible Preferred Stock Consideration and the shares of Acquiror Common Stock underlying the Convertible Preferred Stock Consideration (the

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“Underlying Shares”), the “Stock Consideration”); provided that, notwithstanding anything else to the contrary in this Agreement, the (a) sum of (i) the Company Dividend Amount and (ii) the Perpetual Preferred Stock Consideration shall not exceed $250.0 million.  For the avoidance of doubt, if there is no Qualifying Preferred Stock Issuance, no Perpetual Preferred Stock Consideration will be issued.

(d)“Company Dividend Amount” means the aggregate amount of any dividends paid and distributions made by the Company to the Parent between the date of this Agreement and the Closing as permitted in accordance with Section 5.01(i).

(e)“Additional Cash Consideration” means an amount (which may be zero, but never less than zero) equal to $250.0 million less the Company Dividend Amount (if any) less the Perpetual Preferred Stock Consideration (if any).  As an example, if the Preferred Stock Issuance Amount was $600.0 million and the Company Dividend Amount was $50.0 million, the Perpetual Preferred Stock Consideration would be $50.0 million and the Additional Cash Consideration would be $150.0 million.

(f)As used in this Agreement, the “Purchase Price” shall mean the Cash Consideration together with the Stock Consideration.

Section 2.04.Adjustment to the Convertible Preferred Stock Consideration at Closing.

(a)If the Average Stock Price per common share, par value $0.0033 per share, of the Acquiror (“Acquiror Common Stock”) is at least equal to the Low Reference Stock Price and no greater than $76.3938 per share, the Convertible Preferred Stock Consideration shall be a number of shares of Acquiror Convertible Preferred Stock that initially converts into a number of shares of Acquiror Common Stock equal to $975.0 million divided by the Average Stock Price (rounded up to the nearest whole share).  The Average Stock Price shall equal the volume weighted average closing trading price per share on the NASDAQ, as reported in The Wall Street Journal (or such other source as the parties hereto shall agree in writing) (the “VWAP”), during the period of 15 days for which the NASDAQ is open for trading (each such day, a “Trading Day”) ending on, and including, the fifth Trading Day prior to the Closing Date (the “Closing Average Stock Price”); provided that, if the Acquiror issues Acquiror Common Stock as permitted in accordance with Section 5.02(v) and the closing of such issuance occurs on or after the 19th Trading Day prior to the Closing Date, then the Average Stock Price shall be the lesser of (i) the Closing Average Stock Price and (ii) the VWAP during the period commencing on the first Trading Day following the public announcement of the final pricing of such issuance and ending on, and including, the fifth Trading Day prior to the Closing Date; provided, however, that if such period would be shorter than 10 Trading Days, then the period shall be extended to include such number of additional consecutive Trading Days as necessary to make the period at least 10 Trading Days, although not later than the second Trading Day prior to the Closing Date even if such period is then less than 10 Trading Days.

(b)The Low Reference Stock Price shall equal the lesser of (x) $71.0640 (the “Reference Stock Price”) multiplied by ninety-two and a half (92.5) percent (which for the avoidance of doubt, equals $65.7342) and (y) if between the date hereof and the Closing, the

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Acquiror issues Acquiror Common Stock as permitted in accordance with Section 5.02(v), ninety-two and a half (92.5) percent multiplied by the quotient of (A) the sum of the aggregate value of such Acquiror Common Stock issued by the Acquiror in accordance with Section 5.02(v) plus the product of (1) the Reference Stock Price multiplied by (2) the number of shares of Acquiror Common Stock issued and outstanding on the date hereof divided by (B) the number of shares of Acquiror Common Stock issued and outstanding on the date hereof plus the number of shares of Acquiror Common Stock issued by the Acquiror in accordance with Section 5.02(v).

(c)If the Average Stock Price is greater than $76.3938 per share, the Convertible Preferred Stock Consideration shall be a number of shares of Acquiror Convertible Preferred Stock that initially converts into a number of shares of Acquiror Common Stock equal to $975.0 million divided by $76.3938 per share (rounded up to the nearest whole share).

(d)If the Average Stock Price is less than the Low Reference Stock Price, the Convertible Preferred Stock Consideration shall be a number of shares of Acquiror Convertible Preferred Stock that initially converts into a number of shares of Acquiror Common Stock equal to $975.0 million divided by the Low Reference Stock Price (rounded up to the nearest whole share).

(e)If, between the date hereof and the Closing, the outstanding Acquiror Common Stock shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Convertible Preferred Stock Consideration shall be appropriately adjusted to provide to the Parent the same economic effect as contemplated by this Agreement prior to such event.

(f)In the event that the adjustment pursuant to this Section 2.04 would result in the issuance of a number of shares of Acquiror Convertible Preferred Stock (together with any other shares of Capital Stock to be issued under any other transaction that the NASDAQ requires the Acquiror to aggregate with the Convertible Preferred Stock Consideration for purposes of shareholder approval requirements) that would require shareholder approval of the issuance of the Convertible Preferred Stock Consideration or the Underlying Shares, then the Convertible Preferred Stock Consideration will be capped at the maximum number of shares that can be issued without Acquiror shareholder approval, and the Parent agrees to accept and the Acquiror agrees to pay, in lieu of the balance of the Convertible Preferred Stock Consideration, cash consideration with a value equal to the number of Underlying Shares that the Parent would be foregoing because of this restriction multiplied by the price per share of Acquiror Common Stock determined in accordance with the applicable provisions of this Section 2.04 as calculated taking into account the limitations set forth in clauses (a) through (d) above.

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Section 2.05.Closing Deliveries.

(a)At the Closing, the Parent shall deliver, or cause to be delivered, to the Acquiror:

(i)evidence of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer;

(ii)subject to Section 2.06, evidence of the UG Asia Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer;

(iii)written resignations of (A) each director and officer of the Company and (B) each director of each of the Transferred Subsidiaries, in each of (A) and (B), who is an employee of the Parent, but not an employee of the Company or a Transferred Subsidiary;

(iv)counterparts of each of the Ancillary Agreements duly executed by the Parent or its applicable Affiliates party thereto;

(v)the certificate referred to in Section 8.03(a);

(vi)copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Parent or any of its Affiliates in satisfaction of Section 8.01(b);

(vii)(A) an IRS Form W-9 certifying that the Parent is a United States person exempt from U.S. federal backup withholding tax and (B) a certificate certifying that the Parent is not a foreign person, as described in Treasury Regulation Section 1.1445-2(b)(2);

(viii)(A) an IRS Form W-9 certifying that the Company is a United States person exempt from U.S. federal backup withholding tax and (B) a certificate certifying that the Company is not a foreign person, as described in Treasury Regulation Section 1.1445-2(b)(2);

(ix)an executed copy of IRS Form 8023 and any similar state or local forms required to effect the Section 338(h)(10) Election;

(x)sufficient evidence (if the Parent receives such evidence) of the satisfaction of the condition set forth in Section 8.01(c); and

(xi)the original stock transfer and corporate minute books of the Company.

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(b)At Closing, the Acquiror shall deliver, or cause to be delivered, to the Parent:

(i)(A) subject to Section 2.06, the Cash Consideration, (B) evidence of the Convertible Preferred Stock Consideration in book entry form on the records of the Acquiror’s transfer agent, (C) evidence of the Perpetual Preferred Stock Consideration in book entry form on the records of the Acquiror’s transfer agent and (D) the cash payment provided for in Section 6.01(l);

(ii)counterparts of each of the Ancillary Agreements duly executed by the Acquiror or its applicable Affiliates party thereto;

(iii)the certificate referred to in Section 8.02(a);

(iv)the opinion provided for in Section 8.02(d);

(v)an executed copy of IRS Form 8023 and any similar state or local forms required to effect the Section 338(h)(10) Election; and

(vi)any copies (or other evidence) of all valid Governmental Approvals obtained, filed or made by the Acquiror or any of its Affiliates in satisfaction of Section 8.01(b).

(c)In addition to the closing deliverables in (a) and (b) above, each party hereto shall deliver to the other such other documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

Section 2.06.UG Asia Closing.  If at the time of the Closing as provided under Section 2.02, any authorizations, consents, orders, approvals or non-disapprovals of any applicable Governmental Authority required for the sale, delivery and purchase of the UG Asia Shares have not been obtained, then the Closing and all related actions and transactions as provided under this Agreement shall nevertheless occur, except that 0 the Parent shall not deliver the UG Asia Shares and (b) the Cash Consideration shall be reduced by $40 million (the “UG Asia Consideration”). On the last Business Day of the first month during which all authorizations, consents, orders, approvals or non-disapprovals of any applicable Governmental Authority required for the sale, delivery and purchase of the UG Asia Shares have been obtained, or on such other date as the Parent and the Acquiror may agree in writing (the “UG Asia Closing Date”), (x) the Parent shall cause to be delivered to the Acquiror evidence of the UG Asia Shares, duly endorsed in blank or accompanied by stock powers duly executed in proper form for transfer and (y) the Acquiror shall deliver, or cause to be delivered, the UG Asia Consideration.  The time and date that the purchase and sale of the UG Asia Shares described becomes effective shall be 12:01 a.m., New York City time, on the UG Asia Closing Date. If UG Asia is not transferred to the Acquiror on the Closing Date, (A) the Parent and the Acquiror shall continue to take the efforts consistent with Section 5.06 to obtain any required approvals and (B) the Parent will continue to own and operate UG Asia with services provided by the Acquiror under the Transition Services Agreement; provided, however, the Parent shall continue to comply with the covenants set forth in Section 5.01 herein with respect to UG Asia. Notwithstanding the foregoing, if the UG Asia Closing Date has not occurred by December 31, 2017, Parent shall

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permanently retain the UG Asia Shares and Acquiror shall not owe Parent any UG Asia Consideration but shall continue to provide services under the Transition Services Agreement for a reasonable period to be mutually agreed upon by the parties sufficient to provide for the orderly wind-down or other resolution of UG Asia.

Section 2.07.Payments and Computations.  Each party hereto shall make each payment due to the other party hereto (or its Affiliate) pursuant to this Article II by no later than 10:00 a.m., New York City time, on the day when due (unless otherwise consented to by the party hereto (or its Affiliate) to whom such payment is due).  All payments shall be paid by wire transfer of immediately available funds to the account or accounts designated by the party hereto (or its Affiliate) receiving such payment.

Section 2.08.Withholding Taxes.  Except to the extent required by Law, any payment by the Acquiror or its Affiliates of any amount specified in this Agreement shall be paid free and clear of, and without any deduction or withholding on account of, any Tax; provided, however, that the Parent shall provide, or cause the Parent or its Affiliates to provide, any statements, forms or other documents reasonably requested by the Acquiror or its Affiliates to reduce or eliminate any such deduction or withholding. If any amount payable by the Acquiror or its Affiliates specified in this Agreement is required by Law to be deducted or withheld on account of any Tax (other than United States federal, state or local Tax), the Acquiror shall deliver a written notice to the applicable recipients at least thirty (30) Business Days prior to making the applicable payment subject to such deduction or withholding and such payment shall be increased to the extent necessary to pay the Parent or its Affiliates (as applicable), after deduction or withholding of all such Taxes, the amount of such payment specified in this Agreement (less any required deduction or withholding of any Taxes for which increased amounts are not required to be paid pursuant to this Section 2.08); provided, however, that the Acquiror shall not be required to pay such increased amounts to the extent that such required deduction or withholding would not arise but for (i) the failure by the Parent or its Affiliates (as applicable) to provide any statements, forms, or other documents reasonably requested by the Acquiror or its Affiliates that Parent or its Affiliates (as applicable) is legally eligible to provide or (ii) a present or former connection between Parent or its Affiliates and the jurisdiction imposing such Tax (other than a connection arising from the sale of the Shares or UG Asia Shares pursuant to this Agreement). The Acquiror or its Affiliates (as applicable) that is required to make payment pursuant to this Agreement of any amount specified in this Agreement shall, and shall cause its Affiliates (as applicable) to, promptly remit such deduction or withholding on account of any Tax (if any) to the relevant Tax Authority and promptly provide the Parent or its Affiliates (as applicable) with the appropriate receipts for such payments. Any amount deducted or withheld pursuant to this Section 2.08, including in respect of any increased amounts paid by the Acquiror or its Affiliates pursuant to this Section 2.08, shall, for all purposes of this Agreement, be treated as having been paid to the Parent or its Affiliates (as applicable).

Section 2.09.Tax Payments.  On the last day of each quarter of each calendar year, which quarter ends after the date hereof and before the Closing Date, the Company shall pay to the Parent an amount equal to, in the case of quarters ending in 2016, the 2016 Interim Tax Payment Amount and, in the case of quarters ending in 2017, the 2017 Interim Tax Payment Amount.  On the Closing Date, the Company shall pay to the Parent an amount equal to the product of the Applicable Tax Payment Amount and the ratio which the number of days

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beginning with the first day of the quarter in the calendar year in which the Closing Date occurs and ending with, and including, the Closing Date bears to the total number of days in such quarter.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARENT

Except as set forth (i) in the registration statement on Form S-1 filed by United Guaranty Corp. with the SEC on May 20, 2016, as amended prior to the date of this Agreement (excluding, in each case, any risk factors (other than any historical factual information set forth therein), any forward-looking disclosures set forth in any risk factor section or any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), (ii) the Financial Statements, (iii) the Statutory Statements or (iv) in the corresponding sections or subsections of the disclosure schedule delivered to the Acquiror by the Parent prior to entering into this Agreement (the “Parent Disclosure Schedule”) (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Parent Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the Parent Disclosure Schedule (other than Section 3.07 of the Parent Disclosure Schedule) to the extent that the relevance of such item is reasonably apparent on its face from such disclosure that such disclosure is applicable to such other section or subsection); provided, that the Financial Statements and the Statutory Statements shall not be considered exceptions with respect to the Parent Fundamental Representations, the Parent hereby represents and warrants to the Acquiror as of the date hereof and (unless otherwise stated in this Article III) as of the Closing Date as follows:

Section 3.01.Incorporation and Authority of the Parent.  The Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.  The Parent or the applicable Affiliate of the Parent (as applicable) has all requisite corporate or other applicable organizational power to enter into, consummate the transactions contemplated by and carry out its obligations under, each of the Transaction Agreements to which it is a party.  The execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of each of the Transaction Agreements to which it is a party and the consummation by the Parent or the applicable Affiliate of the Parent (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate or other similar organizational action on the part of the Parent or the applicable Affiliate of the Parent (as applicable).  Each of the Transaction Agreements to which the Parent or the applicable Affiliate of the Parent (as applicable) is a party has been, or upon execution and delivery thereof will be, duly executed and delivered by the Parent or the applicable Affiliate of the Parent (as applicable).  Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Parent or the applicable Affiliate of the Parent (as applicable) is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Parent or the applicable Affiliate of the Parent (as applicable), enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in

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effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.02.Incorporation, Qualification and Authority of the Company and the Transferred Subsidiaries.  The Company and each of the Transferred Subsidiaries is a corporation or other organization duly incorporated or organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the Laws of its jurisdiction of incorporation or organization and has the requisite corporate or other applicable organizational power and authority to own or lease and operate its assets and properties and to conduct its business as presently conducted, except where the failures to be so incorporated or organized, existing or in good standing (or the equivalent, if any, in the applicable jurisdiction) or to have such power or authority, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.  The Company and each of the Transferred Subsidiaries is duly qualified as a foreign corporation or other organization to do business, and is in good standing (or the equivalent, if any, in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing necessary, except for failures to so qualify or be in good standing (or the equivalent, if any, in the applicable jurisdiction) that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.  The Parent has delivered or made available to the Acquiror, prior to the date hereof, true, correct and complete copies of the certificate of incorporation and by-laws (or comparable organizational documents) for the Company and each of the Transferred Subsidiaries (as applicable).

Section 3.03.Capital Structure of the Company and the Transferred Subsidiaries; Ownership and Transfer of the Shares.

(a)Section 3.03(a) of the Parent Disclosure Schedule sets forth a true, correct and complete list of each Subsidiary of the Company, its jurisdiction of organization and the Company’s direct or indirect ownership of each Subsidiary expressed as a percentage and the name of each other holder of Capital Stock in each Subsidiary that is not a wholly owned Subsidiary of the Company and the direct and indirect ownership of each class of Capital Stock of each such Subsidiary by such holders expressed as a percentage.  The Company does not have any direct or indirect economic or voting interest in a joint venture.  All the outstanding shares (or other applicable interests or units) of each class or series of Capital Stock in the Company and each of the Transferred Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or subscription rights enforceable under applicable Law.  There are no options, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights, or Contracts, in any such case, obligating or which may obligate the Company or any of the Transferred Subsidiaries to issue, sell, purchase, return or redeem, or otherwise dispose of, transfer or acquire, any shares (or other applicable interests or units) of its Capital Stock or securities convertible into or exchangeable for any shares (or other applicable interests or units) of its Capital Stock, in each case, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency (collectively, with respect to

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any Person’s shares (or other applicable units or interests).  There are no shares (or other applicable interests or units) of any Capital Stock of the Company or any of the Transferred Subsidiaries reserved for issuance.  There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar Contracts of the Company or any of the Transferred Subsidiaries.  The Parent owns, beneficially and of record, 2,206 shares of common stock, par value $1.00 per share, of the Company, which constitute all of the issued and outstanding Shares, and 2,534,900 shares of UG Asia, which constitute all of the issued and outstanding UG Asia Shares.  The Company directly owns, beneficially and of record, all of the issued and outstanding shares (or other applicable interests or units) of Capital Stock representing the ownership interests set forth on Section 3.03(a) of the Parent Disclosure Schedule in each of the Transferred Subsidiaries (other than UG Asia), in each case, free and clear of all Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law.  Upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of the documents to be delivered at the Closing, the Acquiror, at the Closing, shall be vested with good and marketable title in and to the Shares and the UG Asia Shares, free and clear of all Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law. Upon the delivery of the Shares, as provided in this Agreement, the Company will continue to directly or indirectly own, beneficially and of record, and have good and marketable title in and to all of the issued and outstanding shares (or other applicable units or interests) of Capital Stock representing the ownership interests set forth on Section 3.03(a) of the Parent Disclosure Schedule in each of the Transferred Subsidiaries (other than UG Asia), free and clear of all Liens, other than any restrictions on transfer generally imposed on equity securities under applicable securities Law.  The Company and the Transferred Subsidiaries represent all of the Subsidiaries of Parent that actively write new primary private mortgage insurance in the United States and Hong Kong.

(b)           Except for this Agreement and restrictions imposed by applicable Laws, there are no voting trusts, stockholder agreements, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of the Shares or of the shares (or other applicable units) of any Capital Stock in any Transferred Subsidiary.

(c)           From the date of the Reference Balance Sheet, to the date hereof, the Company has not declared, set aside, made or paid any dividend or other distribution in respect of its Capital Stock.

(d)           Except (i) with respect to ownership of the Transferred Subsidiaries by the Company and (ii) with respect to the ownership of Investment Assets, neither the Company nor any Transferred Subsidiary, directly or indirectly, owns, or has the obligation to acquire, any interest or investment (whether debt or equity) in, or the obligation to make a capital contribution to or investment in, any Person.

Section 3.04.  No Conflict.  Provided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, except as may result from any facts or circumstances relating to the regulatory status of the Acquiror or its Affiliates, the execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of, and the consummation by the Parent or the applicable Affiliate of the Parent (as applicable) of the transactions contemplated by, the Transaction Agreements to which the Parent or the

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applicable Affiliate of the Parent (as applicable) is a party do not and will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) 0 violate or conflict with, or result in a breach of, the organizational documents of the Parent, the Company or any of the Transferred Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to the Parent or the applicable Affiliate of the Parent (as applicable), the Company or any of the Transferred Subsidiaries or by which any of them or any of their respective properties, businesses or assets is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, require any consent under, or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of material rights under, or result in the creation of any Lien (other than Permitted Liens) on any of the businesses, assets or properties of the Company or any of the Transferred Subsidiaries pursuant to, any Material Contract to which the Company or any of the Transferred Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject (other than statements of work or other agreements related to enterprise-wide licenses or “master” agreements entered into by the Parent with a third-party), except, in the case of clause (c) of this Section 3.04, for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations, losses of rights or creations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.05.  Consents and Approvals.  Except as may result from the regulatory status of the Acquiror or its Affiliates and except in connection, or in compliance, with (a) the notification and waiting period requirements of the HSR Act and (b) the approvals, filings and notifications required by applicable Laws that are set forth in Section 3.05 of the Parent Disclosure Schedule, the execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of the Transaction Agreements to which it is a party do not, and the consummation by the Parent or the applicable Affiliate of the Parent (as applicable) of the transactions contemplated by the Transaction Agreements to which it is a party will not, require any consent, approval, license, permit, order, qualification or authorization of, or registration with or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”) to be obtained or made by the Parent or the applicable Affiliate of the Parent (as applicable), except for any Governmental Approvals the failure to obtain or make which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.06.  Financial Information; Absence of Undisclosed Liabilities.

(a)           Section 3.06(a) of the Parent Disclosure Schedule sets forth (i) the audited consolidated balance sheet of the Company and the Transferred Subsidiaries as of December 31, 2015, (ii) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries as of June 30, 2016 (the “Reference Balance Sheet”), (iii) the audited consolidated statements of income and cash flows of the Company and the Transferred Subsidiaries for the annual periods ended December 31, 2015,  2014 and 2013 and (iv) the unaudited consolidated statements of income and cash flows for the quarterly and year to date periods ended June 30, 2016 and March 31, 2016 (the balance sheets and the statements of income and cash flows referred to in clauses (i) through (iv) of this Section 3.06(a) being collectively referred to herein as the “Financial Statements”).  The Financial Statements (except as expressly set forth in such

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Financial Statements) have been prepared, in all material respects, in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial condition and the consolidated results of operations of the Company and the Transferred Subsidiaries as of their respective dates and for the respective periods covered thereby, except as set forth in Section 3.06(a) of the Parent Disclosure Schedule and in the case of unaudited statements, for the absence of footnote disclosure and for normal and recurring year-end audit adjustments.

(b)           The following statutory statements have been made available to the Acquiror prior to the date hereof, in each case together with any exhibits, schedules and notes thereto (collectively, the “Statutory Statements”):  (i) the annual statement of each Transferred Subsidiary that is an insurance company (each such Transferred Subsidiary, an “Insurance Subsidiary”) for the year ended December 31, 2015, 2014 and 2013 in each case as required to be filed with the insurance regulatory authority of the jurisdiction of domicile of such Insurance Subsidiary and (ii) the statement of each Insurance Subsidiary for the quarterly period ended March 31, 2016, to the extent such statement is required to be filed with the insurance regulatory authority of the jurisdiction of domicile of such Insurance Subsidiary.  Each of the Statutory Statements (except as expressly set forth in such Statutory Statements) (i) has been prepared, in all material respects, in accordance with SAP (where required) (ii) is based on and is consistent with the books and records of the relevant Insurance Subsidiary, (iii) is consistent with past practice of the applicable Insurance Subsidiary, (iv) gives effect to any reinsurance agreements in conformity with the requirements of SAP, (v) is in the form prescribed or permitted by the insurance regulatory authority of the jurisdiction of domicile of such Insurance Subsidiary, and (vi)  presents fairly, in all material respects, the statutory financial position and results of operations of such Insurance Subsidiary as of their respective dates or for the respective periods covered thereby. There are no permitted practices utilized in the preparation of the Statutory Statements.

(c)           Except (i) as set forth in the Reference Balance Sheet, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of the Reference Balance Sheet, and (iii) for liabilities and obligations that, individually do not exceed $500,000 or in the aggregate do not exceed $2,500,000, there are no liabilities or obligations of the Company or any of the Transferred Subsidiaries of any nature or type that would be required under GAAP to be reflected on a consolidated financial statement of the Company and the Transferred Subsidiaries or the related footnotes as of the date hereof.

(d)           The reserves required to be maintained by each Insurance Subsidiary since January 1, 2014 in accordance with SAP or GAAP, as applicable, including any reserves, contingency reserve, funds or provisions for losses, claims, premiums, loss and loss adjustment expenses (including reserves for incurred but not reported losses and loss adjustment expenses) and other liabilities in respect of the Insurance Contracts issued by each Insurance Subsidiary (the “Insurance Reserves”) recorded in the Statutory Statements as of their respective dates:  were determined and were fairly stated in all material respects in accordance with the requirements of applicable Laws and generally accepted actuarial standards consistently applied in a manner consistent with past practice; provided that the Parent makes no representation or warranty regarding (a) the effect of the adequacy or sufficiency of the Insurance Reserves on any “line item” or asset, liability or equity amount or (b) the future experience or profitability arising

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from the Business or that the Insurance Reserves or the assets supporting such reserves have been or will be adequate or sufficient for the purposes for which they were established or that the reinsurance recoverables taken into account in determining the amount of such reserves will be collectible.

(e)           Since December 31, 2013, there has been (i) no material weakness in the Company’s or any Transferred Subsidiary’s internal control over financial reporting (whether or not remediated) under applicable Law and (ii) no change in the Company’s or any Transferred Subsidiary’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Section 3.07.  Absence of Certain Changes.

(a)           Except as expressly permitted by this Agreement, from the date of the Reference Balance Sheet, to the date hereof, the Company and the Transferred Subsidiaries have conducted the Business in the Ordinary Course of Business. From December 31, 2015 to the date hereof, there has not occurred any event or events that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

(b)           Except as set forth on Section 3.07(b) of the Parent Disclosure Schedule, during the period from (x) the date of the Reference Balance Sheet to the date hereof, none of Parent, its Affiliates, the Company or the Transferred Subsidiaries have taken any action that would have resulted in a breach of any of the covenants set forth in Section 5.01(y)(i), (ii), (iii) and (viii) if any of them had been subject to such covenants from date of the Reference Balance Sheet to the date hereof and (y) March 31, 2016 to the date hereof, none of Parent, its Affiliates, the Company or the Transferred Subsidiaries have taken any action that would have resulted in a breach of any of the covenants set forth in Section 5.01(y)(xviii) if any of them had been subject to such covenants from March 31, 2016 to the date hereof.

Section 3.08.  Absence of Litigation.  As of the date hereof, there are no Actions pending or, to the Knowledge of the Parent, threatened in writing against the Company or any of the Transferred Subsidiaries (a) that, individually or in the aggregate, would result in (i) any liability that would be material to the Company or the Transferred Subsidiaries, taken as a whole, or (ii) any grant of an equitable remedy against the Company or any of the Transferred Subsidiaries; and (b) under or relating to Insurance Contracts alleging extra-contractual obligations or bad faith claims or making claims in which the risk of Loss to the Company or a Transferred Subsidiary would reasonably be expected to exceed $500,000.

Section 3.09.  Compliance with Laws.

(a)           None of the Parent (with respect to the Business only), the Company or the Transferred Subsidiaries is or has been since January 1, 2014, in violation of any Laws (including any Laws regulating the insurance business, the Real Estate Settlement Procedures Act of 1974, or access to national security classified information) or Governmental Orders applicable to it or its assets, properties or businesses, except for violations that, individually or in the aggregate, would not reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a

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whole, in any material respect.  As of the date hereof, none of the Company or the Transferred Subsidiaries is a party to, and none of the Parent, the Company, any of the Transferred Subsidiaries or any of their respective assets, properties or businesses is bound by, any Governmental Order that (a) is material to the Business and (b) imposes obligations on the Company or any Transferred Subsidiary to be performed after the date hereof.  Since January 1, 2014, none of the Parent (with respect to the Business only), the Company or any of the Transferred Subsidiaries has received any written notice from any Governmental Authority that alleges any material noncompliance (or that the Parent, the Company or any Transferred Subsidiary is under any investigation by such Governmental Authority for any such alleged noncompliance) with any Governmental Order, material Permit, or material Law applicable to the Company, any Transferred Subsidiary or any of their respective properties, assets or businesses.  Subject to applicable Law regarding disclosure of confidential supervisory information, other than in the ordinary course of regularly scheduled financial, market conduct or similar examinations, the Insurance Subsidiaries are not the subject of any material pending or, to the Knowledge of the Parent, threatened regulatory proceedings.

(b)           None of the Company’s or the Transferred Subsidiaries’ or, to the Knowledge of the Parent, the Company’s or any of the Transferred Subsidiaries’ Affiliates’, directors, officers, agents, employees or other Persons acting on behalf of the Company or the Transferred Subsidiaries has, directly or indirectly, paid, offered or promised to pay, or authorized payment of, or will, directly or indirectly, pay, offer or promise to pay, or authorize payment of, any monies or any other thing of value to any government official or employee (including employees of government owned or controlled entities) or any political party or candidate for political office (collectively, a “Proscribed Recipient”) for the purpose of, (i) influencing any act or decision of such Proscribed Recipient, (ii) inducing such Proscribed Recipient to do or omit to do any act in violation of the lawful duty of such Proscribed Recipient, or to use his, her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority or (iii) assisting in obtaining or retaining business for or with, or directing business to, any Person.  The Company’s and the Transferred Subsidiaries’, and to the Knowledge of the Parent, the Company’s or any of the Transferred Subsidiaries’ Affiliates’, directors, officers, employees, agents and the Company’s or any of the Transferred Subsidiaries’ Affiliates, or other Persons acting on behalf of the Company or the Transferred Subsidiaries, have been at all times since January 1, 2014, in compliance with the Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act 2010 and other applicable anti-corruption laws, including maintaining adequate internal controls as required by the FCPA and complying with the record keeping provisions of the FCPA.  The Company and Transferred Subsidiaries maintain and will continue to maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with the foregoing.

(c)           Since January 1, 2014, the Company and the Transferred Subsidiaries are and have been in compliance with all applicable economic sanctions and regulations (including, for the avoidance of doubt, those administrated by the Office of Foreign Assets Control).  None of the Company’s or the Transferred Subsidiaries’, or, to the Knowledge of the Parent, any of the Company or the Transferred Subsidiaries’ Affiliates’, directors, officers, agents, employees or other Persons acting on behalf of the Company or the Transferred Subsidiaries is, is owned or controlled by, or is acting on behalf of, a sanctioned party.

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(d)           Since January 1, 2014, the Company and the Transferred Subsidiaries are and have been in compliance with all applicable Laws relating to money laundering, currency transfers or other regulations concerning the transfer of monetary instruments (“AML Measures”).  The Company and the Transferred Subsidiaries maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with AML Measures.

(e)           With respect to the Company and the Transferred Subsidiaries, there is no pending or, to the Knowledge of the Parent, threatened, and there has not been in the past any audit, review, enforcement action, Governmental Order or disclosure by the Company or any of the Transferred Subsidiaries to a Governmental Authority regarding legal noncompliance with respect to corrupt practices, money laundering, unlawful trade or commerce, including sanctions, or unlawful technology transfer.

(f)            Since January 1, 2014, the Company and the Transferred Subsidiaries have filed all material reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Authority, and all such reports, statements, documents, registrations, filings and submissions complied in all material respects with applicable Law in effect when filed. and no material deficiencies have been asserted by, nor any material penalties imposed by, any such Governmental Authorities with respect to such reports, statements, documents, registrations, filings or submissions.

(g)           None of the Company or the Transferred Subsidiaries is or has been since January 1, 2014, in violation of the Real Estate Settlement Procedures Act of 1974, except for violations that, individually or in the aggregate, would not reasonably be expected to adversely affect the Company and the Transferred Subsidiaries, taken as a whole, or their assets, properties or businesses, taken as a whole, in any material respect.

Section 3.10.  Governmental Permits.

(a)           The Company and the Transferred Subsidiaries hold all material governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations issued or granted by Governmental Authorities necessary to conduct the Business and to own or use their respective assets and properties, as such Business, assets and properties are conducted, owned and used, respectively, on the date hereof (collectively, the “Permits”). Section 3.10(a) of the Parent Disclosure Schedule sets forth a list of all the Transferred Subsidiaries and each Permit held by each such Transferred Subsidiary.

(b)           All Permits are valid and in full force and effect.  Since December 31, 2012, none of the Parent, the Company or any Transferred Subsidiary has received any written notice from a Governmental Authority that alleges (i) any actual or alleged violation of or material noncompliance with any Permit, or (ii) any actual, proposed or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to any Permit.  Neither the Company nor any of the Transferred Subsidiaries as of the date hereof, is the subject of any pending or, to the Knowledge of the Parent, threatened in writing Action seeking or contemplating the revocation, suspension, limitation, non-renewal, termination, modification or impairment of any such Permit and the Parent has no Knowledge of any existing fact or

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circumstance that, individually or in the aggregate (with or without the giving of notice or lapse of time, or both), would be reasonably likely to result in the revocation, suspension, termination, material modification, material limitation, cancellation, involuntary nonrenewal or material impairment of any Permit.  Provided that all consents described in Section 3.05 and Section 4.05 have been obtained, no Permit shall be suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired or become suspended, terminated, modified, limited, cancelled, revoked, not renewed or impaired, in whole or in part, as a result of the execution and delivery by the Parent or the applicable Affiliate of the Parent (as applicable) of, or the consummation of the transactions contemplated by, the Transaction Agreements to which it is a party.

(c)           Except for limitations imposed by Laws that are applicable to insurance companies generally, there is no Governmental Order that would be binding on the Company or any of the Transferred Subsidiaries following the Closing that restrict in any material respect the conduct of the Business or that in any manner relates to capital adequacy or the management of the Business, nor has the Parent, the Company or any of the Transferred Subsidiaries been advised in writing since December 21, 2012, by any Governmental Authority that it is considering issuing or requesting any such Governmental Order.

(d)           As of the date hereof, each of United Guaranty Residential Insurance Company and United Guaranty Mortgage Indemnity Company were in compliance in all material respects with all of the eligibility requirements of the Government Sponsored Entities for approved insurers including PMIERs.  As of the Closing Date, after giving effect to any dividends or other distributions by the Company or any Transferred Subsidiary to Parent or any of its Affiliates, each of United Guaranty Residential Insurance Company and United Guaranty Mortgage Indemnity Company will be in compliance in all material respects with all of the eligibility requirements of the Government Sponsored Entities for approved insurers including PMIERs. As of March 31, 2016, the Quota Share Agreement provides under PMIERs as applied by the GSEs a percentage deduction of approximately fifty (50) percent of the risk-based required assets with respect to policies reinsured under the Quota Share Agreement, and as of the date hereof, there is no pending, or to the Knowledge of the Parent expected, decrease in the percentage deduction applicable to the risk-based required assets under PMIERs as applied by the GSEs provided by the Quota Share Agreement from the percentage deduction applicable as of March 31, 2016.

Section 3.11.  Intellectual Property and Information Technology.

(a)           Section 3.11(a) of the Parent Disclosure Schedule sets forth a true, correct and complete list of all Registered Intellectual Property owned by the Company or any of the Transferred Subsidiaries (collectively, the “Owned Registered Intellectual Property” and together with any other Intellectual Property owned by the Company or any of the Transferred Subsidiaries (which for the avoidance of doubt includes the Risk Quality Index and Performance Premium methodologies), the “Owned Intellectual Property”). Each item of Owned Intellectual Property is owned by the Company and/or each of the Transferred Subsidiaries free and clear of any Liens (other than Permitted Liens), and the Company and each of the Transferred Subsidiaries has the right to use (i) all Owned Intellectual Property and (ii) to the Knowledge of

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Parent, the other Intellectual Property used, held for use or otherwise necessary in connection with the Business, as presently conducted.

(b)           To the Knowledge of the Parent, (i) the operation of the Business by the Company and the Transferred Subsidiaries does not infringe upon, misappropriate, dilute or violate the Intellectual Property of any third party, (ii) none of the Company or the Transferred Subsidiaries has received any written claim or notice from any Person in the past three (3) years that (A) the Company or any of the Transferred Subsidiaries is engaging in any activity that infringes upon, misappropriates, dilutes or otherwise violates the Intellectual Property rights of such Person that has not been resolved, or (B) disputes the ownership, validity or enforceability of the Owned Intellectual Property, (iii) the Owned Registered Intellectual Property is subsisting, valid and enforceable, and (iv) no Person is infringing upon, diluting, violating or misappropriating the rights of the Company or any of the Transferred Subsidiaries in any Intellectual Property owned by any of them. This Section 3.11(b) sets forth the sole and exclusive representation and warranty of Parent regarding the infringement, misappropriation, dilution and other violation of Intellectual Property rights.

(c)           The Company and the Transferred Subsidiaries employ commercially reasonable efforts to maintain the confidentiality of their respective trade secrets or other confidential information.  The consummation of the transactions contemplated under this Agreement will not impair, in any material respect, the right, title or interest of the Company or the Transferred Subsidiaries in, or their respective rights to use, any of the Owned Intellectual Property.

(d)           Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Transferred Subsidiaries have taken commercially reasonable efforts to maintain the Company IT Systems, (ii) the Company IT Systems are functioning in material compliance with all applicable technical specifications, and (iii) to the Knowledge of the Parent, in the past eighteen (18) months, there has not been any material malfunction of the Company IT Systems that has not been remedied or replaced in all respects.

(e)To the Knowledge of the Parent, the Company and the Transferred Subsidiaries own or have the right to use the material Company IT Systems used or held for use in the operation of the Business. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the material Company IT Systems used or held for use in the operation of the Business are sufficient to conduct the Business as it is conducted as of the date hereof, (ii) to the Knowledge of the Parent, the Company’s and each of the Transferred Subsidiaries’ collection, processing, transmission, transfer, use, disclosure, storage, disposal and security of Protected Information complies with all applicable privacy policies or disclosures published by the Company or the applicable Transferred Subsidiary and (iii) to the Knowledge of the Parent, in the past three (3) years, there has not been any data security breach or unauthorized access, use or disclosure of any Protected Information owned, stored, maintained or controlled by or on behalf of the Company or any of the Transferred Subsidiaries.

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Section 3.12.Material Contracts.  Section 3.12 of the Parent Disclosure Schedule contains true, correct and complete lists each of the Material Contracts as in effect on the date hereof.  Each Material Contract is a valid and binding obligation of the Company or the Transferred Subsidiary (as applicable) that is party thereto and, to the Knowledge of the Parent, each other party to such Material Contract.  Each such Material Contract is enforceable against the Company or the Transferred Subsidiary (as applicable) that is party thereto and, to the Knowledge of the Parent, as of the date hereof, each other party to such Material Contract in accordance with its terms (subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law)).  None of the Company or the Transferred Subsidiaries or, to the Knowledge of the Parent, as of the date hereof, any other party to a Material Contract, is in material default or material breach of a Material Contract and, to the Knowledge of the Parent, as of the date hereof, there does not exist any event, condition or omission that would constitute such a material default or material breach (with or without the giving of notice or whether by lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of the Company or any Transferred Subsidiary or, to the Knowledge of the Parent, any other party to the Material Contract.

Section 3.13.Employee Benefits; Employees.

(a)The Parent has delivered or made available to the Acquiror true and complete copies, or descriptions including the material terms, of all (i) “employee benefit plans” as defined in Section 3(3) of ERISA and (ii) incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs and agreements (or true and complete summaries thereof), in each case established or maintained by the Parent or any of its Affiliates or to which the Parent or any of its Affiliates contributes or is obligated to contribute, for the benefit of any Employees or former employees of the Company or a Transferred Subsidiary (collectively, the “Parent Benefit Plans”) that are material.  Section 3.13(a) of the Parent Disclosure Schedule sets forth the material Parent Benefit Plans, separately identifies such Parent Benefit Plans that are maintained outside of the United States primarily for the benefit of Employees working outside of the United States (such plans hereinafter being referred to as “Non-U.S. Parent Benefit Plans”) and separately lists all Company Benefit Plans.  With respect to each material Company Benefit Plan, the Parent has also delivered or made available to the Acquiror, as applicable, true and complete copies of (i) the most recent summary plan description, (ii) the actuarial valuations, funding reports and Forms 5500 or equivalent annual reports for the three most recent years for which they are available, (iii) all trust documents and material written contracts relating to the administration of the Company Benefit Plan and (iv) the most recent IRS determination letter relating to the tax-qualified status of the Company Benefit Plan.

(b)Each Company Benefit Plan has been operated and administered in all material respects in compliance with its terms and with applicable Law, including ERISA and

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the Code.  No Company Benefit Plan is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA or, to the Knowledge of the Parent, a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code.  None of the Parent, the Company or the Transferred Subsidiaries has engaged in a transaction with respect to any Parent Benefit Plan that would reasonably be expected to subject the Company or any Transferred Subsidiary to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material.  Each Parent Benefit Plan, which is intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS and, to the Knowledge of the Parent, no event has occurred and no condition exists that would reasonably be expected to result in the revocation of such determination letter.  There is no current, pending or, to the Knowledge of the Parent, threatened in writing Action or audit by a Governmental Authority against or involving any of the Parent Benefit Plans or the assets of any of the Parent Benefit Plans (other than routine benefit claims) with respect to which the Company or any Transferred Subsidiary could reasonably be expected to have any material liability.

(c)No Controlled Group Liability has been incurred by the Company or a Company ERISA Affiliate that has not been satisfied in full, no condition exists that reasonably presents a risk to the Company or Company ERISA Affiliate of incurring any such liability, and neither the Company nor any Company ERISA Affiliate in the past six (6) years has maintained, been a participating employer, contributed to, or had any obligation to contribute to or had any liability with respect to any multiemployer plan (as defined in section 3(37) or section 4001(a)(3) of ERISA or section 414(f) of the Code).  For purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA and (iii) under Sections 412 and 4971 of the Code, and “Company ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Company or any of the Transferred Subsidiaries as a “single employer” within the meaning of Section 414 of the Code.

(d)All contributions required to be made under the terms of any Company Benefit Plan have been timely made when due or are appropriately reflected on the Reference Balance Sheet.

(e)None of the Company or the Transferred Subsidiaries has any obligations for retiree welfare benefits other than (i) coverage mandated by applicable Law or (ii) coverage that continues during an applicable severance period.

(f)All Non-U.S. Parent Benefit Plans comply in all material respects with applicable local Law.  All material Non-U.S. Parent Benefit Plans are listed in Section 3.13(f) of the Parent Disclosure Schedule.  Except as disclosed in Section 3.13(f) of the Parent Disclosure Schedule, the Company and the Transferred Subsidiaries have no material unfunded liabilities with respect to any such Non-U.S. Parent Benefit Plan.

(g)With respect to the Employees:

(i)there is no pending or, to the Knowledge of the Parent, threatened (A) strike, lockout, slowdown or work stoppage, (B) organizational effort, election

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activity or request or demand for negotiations, recognition or representation or (C) grievance, dispute, arbitration, administrative hearing, unfair labor practice charge, union or labor-related Action with respect to which the Company or any Transferred Subsidiary could have any material liability;

(ii)(A) neither the Company nor the Transferred Subsidiaries is a party to or bound by any collective bargaining agreement, other agreement or understanding, work rules or practice or arbitration award with any labor union or any other similar organization and (B) none of the Employees is subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice or arbitration award, or is represented by any labor organization;

(iii)each of the Company and the Transferred Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, terms and conditions of employment, classification of employees, agents and independent contractors, equal employment opportunity (including Laws prohibiting employment discrimination, harassment or retaliation), wages and hours, and occupational safety and health, and the Worker Adjustment and Retraining Notification Act, and any other comparable state or local notification Laws; and

(iv)the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any Employee to severance, change of control or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan, and no such amount or benefit could be an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code.

(h)The Parent has delivered to the Acquiror a true, correct and complete list setting forth, as of the date hereof, each Employee based in the United States and such employee’s specific employing entity.

Section 3.14.Insurance Issued by Insurance Subsidiaries.

(a)Since December 31, 2015, and except for benefits relating to claims incurred but not yet reported and reported claims being processed by the Insurance Subsidiaries as of the date hereof, all benefits due and payable under the Insurance Contracts issued by any of the Insurance Subsidiaries have been paid in accordance with the terms (as such terms may have been modified by settlement arrangements) of the Insurance Contracts under which they arose, except for such benefits for which an Insurance Subsidiary believes there is a reasonable basis to contest payment or as would not be material to the Company and the Transferred Subsidiaries taken as a whole.

(b)All policy or other contract forms in use by any of the Insurance Subsidiaries and all endorsements, applications and certificates pertaining thereto, (i) at all times

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since their issuance, with respect to the policy or other contract forms, or January 1, 2016, with respect to other items, have been, in compliance in all material respects with all applicable Law, and (ii) as and where required by applicable insurance Laws, have been either filed, approved or filed and non-disapproved by all applicable Governmental Authorities.

(c)All premium rates of any Insurance Subsidiary (including rates with respect to Insurance Contracts) that are required to be filed with or approved by any insurance regulatory authority have been so filed or approved and the premiums charged conform thereto, and such premiums comply with all applicable Laws in all material respects.

(d)To the Knowledge of the Parent and as of the date hereof, (i) each insurance agent, marketer, underwriter, wholesaler, broker, distributor or other producer that wrote, sold, produced, marketed or administered any Insurance Contracts for any of the Insurance Subsidiaries (each, a “Producer”), has since January 1, 2014 been duly licensed as required by applicable insurance Law in each jurisdiction in which the Producer wrote, sold, produced, marketed or administered any Insurance Contracts (for the type of business written, sold, produced, marketed or administered on behalf of the applicable Insurance Subsidiary), except for such failures to be so licensed which have been cured, which have been resolved or settled through agreements with applicable Governmental Authorities, or which are barred by an applicable statute of limitations; (ii) no Producer is in violation of any material insurance Law applicable to the writing, sale, production, marketing or administration of the Insurance Contracts for any of the Insurance Subsidiaries; (iii) all compensation paid or payable to each such Producer was paid or is payable in accordance with applicable Laws and Permits in all material respects; and (iv) no such Producer violated (or with or without notice or lapse of time or both would have violated) any term or provision of any Governmental Order applicable to such Insurance Subsidiary or any aspect (including the marketing, writing, sale, production or administration) of the business of such Insurance Subsidiary.

(e)Since December 31, 2013, except as set forth in Section 3.14(e) of the Parent Disclosure Schedule: (i) the Insurance Subsidiaries and the Producers and representatives of the Insurance Subsidiaries have marketed, sold and issued the Insurance Contracts written by, and other products of, the Insurance Subsidiaries in compliance, in all material respects, with all applicable Laws in the respective jurisdictions in which such Insurance Contracts and other products have been marketed, sold or issued; (ii) all advertising, promotional and sales materials and other marketing practices used by the Insurance Subsidiaries or any Producers and representatives of the Insurance Subsidiaries have complied and are currently in compliance, in each case, in all material respects, with all applicable Laws; and (iii) neither the manner in which the Insurance Subsidiaries compensate any Person involved in the sale or servicing of Insurance Contracts who is not a licensed Producer, nor the conduct of any such Person, renders such Person a Producer subject to licensure as such under any applicable Laws, and the manner in which the Insurance Subsidiaries compensate each Person involved in the sale or servicing of Insurance Contracts on behalf of the Insurance Subsidiaries is in compliance in all material respects with all applicable Laws.

(f)There are no insurance policies issued, reinsured or assumed by any Insurance Subsidiary that are currently in force under which any Insurance Subsidiary may be

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required to allocate profit or pay dividends to the holders thereof or that give a holder any participation or voting rights with respect to any Insurance Subsidiary.

(g)The underwriting standards and manuals in effect from January 1, 2013, through the date hereof for the Insurance Subsidiaries (exclusive of any exceptions, waivers or other customizations implemented on an individual account or policy level) have been previously disclosed to the Acquiror.

Section 3.15.Reinsurance Agreements.

(a)Section 3.15(a) of the Parent Disclosure Schedule sets forth a true, complete and correct list of all of the reinsurance, coinsurance or retrocession treaties, agreements, slips, binders, cover notes or other arrangements of any kind to which any of the Insurance Subsidiaries is a party and under which any of the Transferred Subsidiaries cede or assume any insurance business or under which any business otherwise remains reinsured as of the date of this Agreement and any related letters of credit, reinsurance trusts or other collateral arrangements (collectively, the “Reinsurance Agreements”).  True, complete and correct copies of all of the Reinsurance Agreements have been made available to the Acquiror.

(b)Neither the Company nor any of the Insurance Subsidiaries is in default in any material respect under any Reinsurance Agreement, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default in any material respect.  Each Reinsurance Agreement is legal, valid, binding, enforceable against the applicable Insurance Subsidiary which is party and the counterparty thereto and in full force and effect in accordance with its terms, will continue to be legal, valid, binding and enforceable by the applicable Insurance Subsidiary that is a party thereto and in full force and effect on substantially comparable terms following the Closing (except for the Quota Share Agreement, which will be amended in accordance with Section 5.08(c)), except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies.  Since December 31, 2013, with respect to any Reinsurance Agreement, (i) no Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon; (ii) there is no pending or to the Knowledge of the Parent, threatened dispute between any of the Insurance Subsidiaries and any reinsurer under any Reinsurance Agreement; (iii) each Insurance Subsidiary, as applicable, is entitled under the laws of its domiciliary jurisdiction or any other applicable Law to take credit in accordance with SAP on its Statutory Statements for all reinsurance and retrocessions ceded by it pursuant to any Reinsurance Agreement for which such Insurance Subsidiary is taking credit on its Statutory Statements, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements; (iv) to the Knowledge of the Parent there has been no separate written or oral agreement between such Insurance Subsidiary and the assuming reinsurer that is intended to, and would, in fact, reduce, limit or mitigate any loss to the parties under any such Reinsurance Agreement; and (v) each such Reinsurance Agreement satisfies the requisite risk transfer criteria necessary to obtain reinsurance accounting treatment under SAP.

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Section 3.16.Governmental Deposits.  Section 3.16 of the Parent Disclosure Schedule lists all funds maintained by the Insurance Subsidiaries with Governmental Authorities under any applicable insurance Law (each a “Governmental Deposit”).  Section 3.16 of the Parent Disclosure Schedule accurately sets forth the assets comprising each such Governmental Deposit.  Except as would not reasonably be expected to have a Company Material Adverse Effect, the Governmental Deposits are being held in compliance with applicable Laws, and neither the Company nor the Insurance Subsidiaries are in receipt of any written notice of any claim alleging such failure to comply with applicable Laws with respect thereto.

Section 3.17.Books and Records.  All of the books and records of the Company and the Transferred Subsidiaries have been maintained in the Ordinary Course of Business and in accordance, in all material respects, with (a) applicable Laws and (b) in accordance with the record retention policies of the Parent.

Section 3.18.Investment Assets.

(a)Section 3.18 of the Parent Disclosure Schedule sets forth a true, correct and complete list of the investment assets beneficially owned by each of the Insurance Subsidiaries as of March 31, 2016 that are of the type required to be disclosed in Schedule B through DB of the Statutory Statements, excluding the Capital Stock in any of the Transferred Subsidiaries (the “Investment Assets”).  Each of the Insurance Subsidiaries has good title to all of the Investment Assets it purports to own, free and clear of all Liens other than Permitted Liens.

(b)The Investment Assets owned by each Insurance Subsidiary are of the types and within the applicable concentration limits permitted under applicable Law and otherwise comply in all material respects with the applicable Laws.

(c)Neither the Company nor any Transferred Subsidiary is a party to any derivative transaction that, pursuant to its terms and without any additional investment decision on the part of the Company or any Transferred Subsidiary, could reasonably be expected to result in an additional payment by the Company or a Transferred Subsidiary.

Section 3.19.Insurance.  Section 3.19 of the Parent Disclosure Schedule sets forth (i) a correct and complete list of each insurance policy (collectively, the “Insurance Policies”) of the Company and its Transferred Subsidiaries that covers general liability, excess liability, workers’ compensation, auto liability, property damage, directors and officers liability, fiduciary liability, employment practices liability or environmental liability, of the Company or any of its Transferred Subsidiaries or any Employee, and (ii) for each Insurance Policy, the risk insured against, name of insured, policy anniversary dates, minimum primary coverage limits and retentions and deductible amounts.  As of the date hereof, each Insurance Policy is in full force and effect, and all premiums due with respect to all Insurance Policies have been paid in full.

Section 3.20.Real Property.

(a)Section 3.20(a) of the Parent Disclosure Schedule sets forth all real property and interests in real property owned in fee by the Company or any of the Transferred

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Subsidiaries as of the date hereof, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of the Insurance Subsidiaries as of December 31, 2015 (each, an “Owned Real Property”).  The Company or a Transferred Subsidiary (as the case may be) has good and marketable fee simple title to all Owned Real Property, free and clear of all Liens of any nature except for Permitted Liens.  Except as set forth on Section 3.20(a) of the Parent Disclosure Schedule, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not materially impair the use or occupancy of such Owned Real Property in the operation of the Business.

(b)Section 3.20(b) of the Parent Disclosure Schedule sets forth all real property leased as of the date hereof by the Company or any Transferred Subsidiary, as lessee, providing for annual fixed rents of $100,000 or more (the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”).  The Company or a Transferred Subsidiary (as the case may be) has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to Permitted Liens and to applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and, as of the date hereof, none of the Company or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease, and, to the Knowledge of the Parent, no event has occurred and no condition exists that, with notice or lapse of time or both, would constitute a default by the Company or any of the Transferred Subsidiaries under any of the Real Property Leases. Except as set forth on Section 3.20(b) of the Parent Disclosure Schedule, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to lease such Leased Real Property or any portion thereof or interest therein granted by the Company or the Transferred Subsidiaries.

Section 3.21.Taxes.

(a)All U.S. federal Tax Returns for Income Taxes and other material Tax Returns that have been required to be filed by or on behalf of the Company or any Transferred Subsidiary have been timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings) and each such Tax Return is true, correct and complete in all material respects.

(b)The Company and each of the Transferred Subsidiaries has paid all material Taxes that have been due and payable by it (whether or not shown on a Tax Return).

(c)Neither the Company nor any Transferred Subsidiary has waived in writing any statute of limitations in respect of U.S. federal Income Taxes or other material Taxes

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which waiver is currently in effect other than (i) as a result of the Company and the Transferred Subsidiaries being members of any Non-Transferred Group or (ii) with respect to non-income Taxes, in the Ordinary Course of Business, as applicable.

(d)The Company and each of the Transferred Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding of Taxes and have duly and timely withheld from employees’ salaries, wages and other compensation and have paid over to the appropriate Tax Authority all material amounts required to be so withheld and paid over.

(e)All material deficiencies asserted in writing or material assessments made in writing as a result of any examinations by any Tax Authority of Tax Returns of the Company or any of the Transferred Subsidiaries have been fully paid, and no other material audits or material investigations by any Tax Authority relating to any Tax Returns of the Company or any of the Transferred Subsidiaries are in progress with respect to which the Company or any of the Transferred Subsidiaries has received written notice from a Tax Authority other than as a result of the Company and the Transferred Subsidiaries being members of any Non-Transferred Group.

(f)Neither the Company nor any Transferred Subsidiary is a party to any Tax allocation, Tax sharing, Tax indemnity or similar agreement pursuant to which it will have any obligation to make any payments after the Closing Date to any person other than the Company or any Transferred Subsidiary.  For purposes of this representation, an agreement described in the previous sentence does not include any Contract entered into by the Company or any Transferred Subsidiary in the Ordinary Course of Business that does not primarily relate to Taxes, but such an agreement shall include any Contract relating to the acquisition or disposition (including by way of spin-off or split-off) of entities or substantially all of the assets of an entity that includes an obligation to make payments in respect of Tax.

(g)There are no Tax rulings, requests for rulings or closing agreements in effect with any Tax Authority relating to the Company or any Transferred Subsidiary which will materially affect the Company’s or any Transferred Subsidiary’s liability for Taxes for any period after the Closing Date.

(h)Neither the Company nor any Transferred Subsidiary is required to make any adjustment pursuant to Section 481(c) of the Code for any Post-Closing Taxable Period as a result of a change in accounting method.

(i)There are no Liens for Taxes upon any assets of the Company or any Transferred Subsidiary other than liens in respect of current ad valorem property Taxes not yet due and payable.

(j)No claim has been made in writing by any Tax Authority in a jurisdiction in which the Company or any of the Transferred Subsidiaries does not pay Tax or file a Tax Return that the Company or any of the Transferred Subsidiaries is or may be subject to Tax by that jurisdiction.

Section 3.22.Investment Company.  Neither the Company nor any Transferred Subsidiary is an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940 (the “Investment Company Act”).

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Section 3.23.Regulatory Filings.  To the extent permitted by applicable Law and any confidentiality obligations pursuant to any Contract with any Governmental Authority, the Parent has made available for inspection by the Acquiror (a) any material reports of examination (including financial, market conduct and similar examinations) of any Insurance Subsidiary issued by any insurance regulatory authority, in any case, since December 31, 2012 and prior to the date hereof and (b) a list of all material Holding Company System Act filings or submissions made by any Insurance Subsidiary with any insurance regulatory authority since December 31, 2012 and prior to the date hereof.  All material deficiencies or violations noted in the examination reports described in clause (a) of this Section 3.23 have been resolved to the reasonable satisfaction of the Governmental Authority that noted such deficiencies or violations. None of the Insurance Subsidiaries is “commercially domiciled” under the Laws of any jurisdiction or is otherwise treated as domiciled in a jurisdiction other than its respective jurisdiction of organization.

Section 3.24.Affiliate Transactions.  Section 3.24 of the Parent Disclosure Schedule contains a complete and correct list, as of the date hereof, of all Intercompany Agreements.

Section 3.25.Brokers.  Except for J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Parent or its Affiliates. The Parent (and not the Company or any Transferred Subsidiary) is solely responsible for any fees or expenses payable to J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC.

Section 3.26.Securities Matters.  The shares of the Acquiror Convertible Preferred Stock and Acquiror Perpetual Preferred Stock are being acquired by the Parent for its own account and without a view to the public distribution or sale of any shares of Acquiror Common Stock, Acquiror Convertible Preferred Stock or Acquiror Perpetual Preferred Stock, or any interest in such shares.  The Parent has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment, and the Parent is capable of bearing the economic risks of such investment, including a complete loss of its investment.  The Parent understands and agrees that it may not sell, transfer, assign, pledge or otherwise dispose of any shares of Acquiror Common Stock, Acquiror Convertible Preferred Stock or Acquiror Perpetual Preferred Stock acquired under this Agreement, other than pursuant to a registered offering in compliance with, or a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Laws.

Section 3.27.Environmental Matters.  (i) The Company and the Transferred Subsidiaries are in compliance in all material respects with all Environmental Laws; (ii) the Company and the Transferred Subsidiaries possess, and are in compliance in all material respects with, all Environmental Permits necessary for the operation of the Business as presently conducted; (iii) in the past three (3) years, the Company or the Transferred Subsidiaries have not received any written notice concerning any material liability of the Company or the Transferred Subsidiaries pursuant to any Environmental Law and there is no material Action pending or, to the Knowledge of the Parent, threatened before any Governmental Authority against the

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Company or the Transferred Subsidiaries: (A) for alleged noncompliance with, or Liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Pollutants, in each case with respect to the Company or the Transferred Subsidiaries liability for same; and (iv) to the Knowledge of the Parent, the Owned Real Property and Leased Real Properties are not contaminated with and do not otherwise contain any Pollutants in material violation of or requiring remediation under Environmental Laws and such Pollutants are: (A) used in operating, maintaining and cleaning of such property in commercially reasonable amounts, (B) used as fuels, lubricants or otherwise in connection with vehicles, machinery and equipment located at such property in commercially reasonable amounts, or (C) used in the course of the business conducted at such property or operation of such property in commercially reasonable amounts.   Notwithstanding any other representation or warranty in this Article III, the representations and warranties contained in this Section 3.27 constitute the sole representations and warranties of the Parent relating to any Environmental Law or Pollutant.

Section 3.28.Investigation.  The Parent acknowledges and agrees that it (a) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Acquiror and its Significant Subsidiaries and their respective businesses and (b) has been furnished with or given adequate access to such information about the Acquiror and its Significant Subsidiaries and their respective businesses as it has requested.  The Parent further acknowledges and agrees that (i) the only representations, warranties, covenants and agreements made by the Acquiror or its Affiliates or their respective Representatives or any other Person are the representations, warranties, covenants and agreements made in this Agreement, (ii) except as set forth in Article IV, none of the Acquiror or their respective Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Acquiror or its Affiliates, the Transaction Agreements or the transactions contemplated by the Transaction Agreements, including any relating to the financial condition, results of operations, assets or liabilities of any of the foregoing entities and (iii) none of the Acquiror or its Affiliates or their respective Representatives makes any representation or warranty as to the probable success or profitability of the Acquiror and its Affiliates and their respective businesses (whether before or after the Closing).  Except for the representations and warranties contained in Article IV, the Parent has not relied upon any other representations or warranties or any other information made or supplied by or on behalf of the Acquiror or its Affiliates or their respective Representatives, and the Parent acknowledges and agrees that none of the Acquiror or its Affiliates or their respective Representatives has any liability or responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Parent or its Affiliates or their respective Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Parent by any Representative of the Acquiror or its Affiliates).

Section 3.29.Disclaimer.

(a)Except for the representations and warranties contained in this Article III, none of the Parent or any of its Affiliates or Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Parent, its Affiliates, the Company, the Transferred Subsidiaries, the Business, the Transaction Agreements or the transactions contemplated by the Transaction Agreements, including any

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relating to the financial condition, results of operations, assets or liabilities of any of the foregoing entities.  Except for the representations and warranties contained in this Article III, (i) the Parent disclaims, on behalf of itself, its Affiliates and their respective Representatives, any other representations or warranties, whether made by the Parent, its Affiliates or Representatives or any other Person and (ii) the Parent disclaims, on behalf of itself, its Affiliates and their respective Representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Acquiror or its Affiliates or their respective Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Acquiror or its Affiliates or Representatives by any Representative of the Parent or its Affiliates).  For the avoidance of doubt, none of the Parent or its Affiliates or their respective Representatives makes any representations or warranties to the Acquiror or any other Person regarding the probable success or profitability of the Company, the Transferred Subsidiaries or the Business (whether before or after the Closing).

(b)The representations and warranties made in Section 3.21 are the only representations and warranties made by the Parent with respect to matters relating to Taxes (including Tax Returns, Tax Sharing Agreements, Tax claims and Actions related to Taxes).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

Except as set forth (i) in the any reports, filings, notices or statements publicly filed by the Parent or any of its Subsidiaries with the SEC prior to the date of this Agreement (excluding, in each case, any risk factors (other than any historical factual information set forth therein), any forward-looking disclosures set forth in any risk factor section or any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), (ii) the financial statements of the Acquiror included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) or (iii) the corresponding sections or subsections of the disclosure schedule delivered to the Parent by the Acquiror prior to entering into this Agreement (the “Acquiror Disclosure Schedule”) (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Acquiror Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the Acquiror Disclosure Schedule to the extent that the relevance of such item is reasonably apparent on its face to be applicable to such other section or subsection), the Acquiror hereby represents and warrants to the Parent as of the date hereof and (unless otherwise stated in this Article IV) as of the Closing Date as follows:

Section 4.01.Incorporation and Authority of the Acquiror.  The Acquiror is an exempted company with limited liability duly organized, validly existing and in good standing under the Laws of Bermuda.  The Acquiror or the applicable Affiliate of the Acquiror (as applicable) has all requisite corporate or other applicable organizational power to enter into, consummate the transactions contemplated by and carry out its obligations under, each of the Transaction Agreements to which it is a party.  The execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of each of the Transaction Agreements to which it is a party and the consummation by the Acquiror or the applicable Affiliate of the

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Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate or other similar organizational action on the part of the Acquiror or the applicable Affiliate of the Acquiror (as applicable).  Each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party has been, or upon execution and delivery thereof will be, duly executed and delivered by the Acquiror or the applicable Affiliate of the Acquiror (as applicable).  Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 4.02.Incorporation, Qualification and Authority of the Significant Subsidiaries of the Acquiror.  Each of the Significant Subsidiaries of the Acquiror is a corporation or other organization duly incorporated or organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the Laws of its jurisdiction of incorporation or organization and has the requisite corporate or other applicable organizational power and authority to conduct its business as presently conducted, except where the failures to be so incorporated or organized, existing or in good standing (or the equivalent, if any, in the applicable jurisdiction) or to have such power or authority, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.  Each of the Significant Subsidiaries of the Acquiror is duly qualified as a foreign corporation or other organization to do business, and is in good standing (or the equivalent, if any, in the applicable jurisdiction), in each jurisdiction where the character of its owned, operated or leased assets or properties or the nature of its activities makes such qualification and good standing (or the equivalent, if any, in the applicable jurisdiction) necessary, except for failures to so qualify or be in good standing that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.03.Capital Structure of the Acquiror and its Significant Subsidiaries; Ownership and Transfer of the Stock Consideration.

(a)As of August 12, 2016 and, subject to Section 5.02(v), the Closing Date, the Acquiror has 122,590,170 shares of Acquiror Common Stock issued and outstanding.  All the outstanding shares (or other applicable units) of each class or series of Capital Stock in the Acquiror and each of the Significant Subsidiaries of the Acquiror have been authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or subscription rights enforceable under applicable Law.  The Acquiror has sufficient authorized and unissued shares of (x) its preference shares, par value $1.00 per share (“Acquiror Preferred Stock”), to satisfy its obligations under this Agreement and (y) Acquiror Common Stock for issuance of the Underlying Shares upon transfer and conversion of all or any portion of the Convertible Preferred Stock Consideration at any time by the Parent without regard to any

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limitation on such transfer or conversion.  The Stock Consideration (including, for avoidance of doubt, the Underlying Shares) has been duly authorized and reserved for issuance hereunder and when issued to the Parent in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all Liens, other than any Liens arising as a result of any of the Transaction Agreements or restrictions on transfer imposed by applicable Laws or the Transaction Agreements, will not have been issued in violation of any preemptive or subscription rights enforceable under applicable Law, and will be issued in compliance with all applicable federal and state securities Laws.  As of the Closing Date, the shares of the Acquiror Convertible Preferred Stock will have the designation and the voting and other powers, preferences, participating, option or other rights, and subject to the qualifications, limitations and restrictions as substantially set forth in the form of the Acquiror Convertible Preferred Stock Certificate of Designations, and the shares of the Acquiror Perpetual Preferred Stock, if any, will have the designation and the voting and other powers, preferences, participating, option or other rights, and subject to the qualifications, limitations and restrictions as substantially set forth in Exhibit D hereto that will be set forth in the Acquiror Perpetual Preferred Stock Certificate of Designations.  The Acquiror Convertible Preferred Stock Certificate of Designations and the Acquiror Perpetual Preferred Stock Certificate of Designations have been duly adopted and authorized by the Acquiror, and, when filed with, and accepted by, the applicable Governmental Authority, each will be binding upon the Acquiror.  Other than as set forth in the Acquiror Disclosure Schedules, there are no options, calls, warrants or convertible or exchangeable securities, or conversion, preemptive, subscription or other rights, or Contracts, in any such case, obligating or which may obligate the Acquiror to issue, sell, purchase, return or redeem, or otherwise dispose of, transfer, or acquire, any shares (or other applicable interests or units) of its Capital Stock or securities convertible into or exchangeable for any shares (or other applicable interests or units) of its Capital Stock, in each case, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event  or the satisfaction or happening of any other condition or contingency (collectively, with respect to any Person’s shares) (or other applicable units or interests). Other than the Stock Consideration and shares reserved for issuance upon the exercise of options or other equity awards pursuant to employee or director stock plans of the Acquiror, there are no shares (or other applicable interests or units) of any Capital Stock of the Acquiror reserved for issuance.  There are no capital appreciation rights, phantom stock plans, securities with participation rights or features or similar obligations and commitments of the Acquiror.  No Person has any right to cause the Acquiror to effect the registration under the Securities Act of any securities of the Acquiror or any securities of its Subsidiaries other than those securities which are currently registered on an effective registration statement on file with the SEC.

(b)As of the Closing Date, except for this Agreement, the Investor Rights Agreement and restrictions imposed by applicable Laws, there will be no voting trusts, stockholder agreements, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of the Stock Consideration.

Section 4.04.No Conflict.  Provided that all consents, approvals, authorizations and other actions described in Section 4.05 have been obtained or taken, except as may result from any facts or circumstances relating to the regulatory status of the Parent or its Affiliates, the execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of, and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as

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applicable) of the transactions contemplated by, the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party, including, for the avoidance of doubt, the issuance and delivery by the Acquiror of the Stock Consideration, do not and will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with the organizational documents of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), (b) conflict with or violate any Law or other Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties, businesses or assets is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, require any consent under or give to any Person any rights of termination, acceleration or cancellation of, or result in a loss of material rights under, or result in the creation of any Lien (other than Permitted Liens) on any of the businesses, assets or properties of the Acquiror or any of its Affiliates pursuant to, any material contract or any note, bond, loan or credit agreement, mortgage or indenture to which the Acquiror or any of its Affiliates is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clause (c) of this Section 4.04, for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations, losses of rights or creations that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.05.Consents and Approvals.  The execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the Transaction Agreements to which it is a party do not, and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by the Transaction Agreements to which it is a party, including, for the avoidance of doubt, the issuance and delivery by the Acquiror of the Stock Consideration, will not, require (i) any approval by the shareholders of the Acquiror to be obtained or (ii) except as may result from the regulatory status of the Parent or its Affiliates and except in connection, or in compliance, with (a) the notification and waiting period requirements of the HSR Act and (b) the approvals, filings and notifications required by applicable Laws that are set forth in Section 4.05 of the Acquiror Disclosure Schedule, any Governmental Approval to be obtained or made by the Acquiror or the applicable Affiliate of the Acquiror (as applicable), except for any Governmental Approvals the failure to obtain or make which, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 4.06.Financial Information; Absence of Undisclosed Liabilities.

(a)Acquiror has filed with, or furnished to, the SEC all required Acquiror SEC Documents.  As of their respective dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in or omitted from any Acquiror SEC Document has been timely corrected by a later-filed Acquiror SEC Document.  The Acquiror Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with

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respect thereto, have been prepared, in all material respects, in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial condition and the consolidated results of operations and cash flows of the Acquiror and its consolidated Subsidiaries as of their respective dates and for the respective periods covered thereby (except, in the case of unaudited statements, for the absence of footnote disclosure and for normal and recurring year-end audit adjustments).

(b)Except (i) as reserved against or reflected in the Acquiror Financial Statements, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since March 31, 2016 and (iii) for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect, there are no liabilities or obligations of the Acquiror or any of its Subsidiaries of any nature or type that would be required under GAAP to be reflected on a consolidated balance sheet of the Acquiror and its Subsidiaries as of the date hereof.

Section 4.07.Absence of Certain Changes.  Except as contemplated by this Agreement, from June 30, 2016 to the date hereof, the Acquiror and its Significant Subsidiaries have conducted the Acquiror Business in the Ordinary Course of Business and there has not occurred any event or events that, individually or in the aggregate, have had, or would reasonably be expected to have, an Acquiror Material Adverse Effect.

Section 4.08.Absence of Litigation.  As of the date hereof, there are no Actions pending or, to the Knowledge of the Acquiror, threatened in writing against the Acquiror or any of its Significant Subsidiaries or any of their respective assets, properties or businesses that question the legality of the transactions contemplated by any of the Transaction Agreements.

Section 4.09.Compliance with Laws.

(a)None of the Acquiror or its Significant Subsidiaries is in violation of any Laws (including any Laws regulating the insurance business or access to national security classified information) or Governmental Orders applicable to it or its assets, properties or businesses, except for violations that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

(b)None of the Acquiror, its Significant Subsidiaries or, to the Knowledge of the Acquiror, the Acquiror’s or any of its Significant Subsidiaries’ Affiliates, directors, officers, agents, employees or other Persons acting on behalf of the Acquiror or its Subsidiaries has, directly or indirectly, paid, offered or promised to pay, or authorized payment of, or will, directly or indirectly, pay, offer or promise to pay, or authorize payment of, any monies or any other thing of value to any Proscribed Recipient for the purpose of, (i) influencing any act or decision of such Proscribed Recipient, (ii) inducing such Proscribed Recipient to do or omit to do any act in violation of the lawful duty of such Proscribed Recipient, or to use his, her or its influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority or (iii) assisting in obtaining or retaining business for or with, or directing business to, any Person.  The Acquiror and its Significant Subsidiaries, and to the Knowledge of the Acquiror, the Acquiror’s and its Significant Subsidiaries’ Affiliates, directors, officers,

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employees, agents and the Acquiror’s and any of its Significant Subsidiaries’ Affiliates or other Persons acting on behalf of the Acquiror or the Significant Subsidiaries,  have been at all times since January 1, 2014 in compliance with the FCPA, U.K. Bribery Act 2010 and other applicable anti-corruption laws, including maintaining adequate internal controls as required by the FCPA and complying with the record-keeping provisions of the FCPA.  The Acquiror and its Significant Subsidiaries maintain and will continue to maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with the foregoing.

(c)Since January 1, 2014, the Acquiror and its Significant Subsidiaries are and have been in compliance with all applicable all applicable economic sanctions and regulations (including, for the avoidance of doubt, those administrated by the Office of Foreign Assets Control).  None of the Acquiror or its Subsidiaries or, to the Knowledge of the Acquiror, any of the Acquiror’s or its Subsidiaries’ Affiliates, directors, officers, agents, employees or other Persons acting on behalf of the Acquiror or its Subsidiaries is, is owned or controlled by, or is acting on behalf of, a sanctioned party.

(d)Since January 1, 2014, the Acquiror and its Significant Subsidiaries are and have been in compliance with AML Measures.  The Acquiror and its Subsidiaries maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with AML Measures.

(e)With respect to the Acquiror and its Significant Subsidiaries, there is no pending or, to the Knowledge of the Acquiror, threatened, and there has not been in the past any audit, review, enforcement action, Governmental Order or disclosure by the Acquiror or its Subsidiaries to a Governmental Authority regarding legal noncompliance with respect to corrupt practices, money laundering, unlawful trade or commerce, including sanctions or unlawful technology transfer.

(f)Since January 1, 2014, the Acquiror and its Significant Subsidiaries have filed all material reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Authority, and all such reports, statements, documents, registrations, filings and submissions complied in all material respects with applicable Law in effect when filed, and no material deficiencies have been asserted by, nor any material penalties imposed by, any such Governmental Authorities with respect to such reports, statements, documents, registrations, filings or submissions.

Section 4.10.Governmental Permits.

(a)The Acquiror and its Subsidiaries hold all hold all governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations issued or granted by Governmental Authorities necessary to conduct the Business and to own or use their respective assets and properties, as such Business, assets and properties are conducted, owned and used, respectively, on the date hereof (collectively, the “Acquiror Permits”), except those the absence of which, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

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(b)All material Acquiror Permits are valid and in full force and effect.  Neither the Acquiror nor any of its Significant Subsidiaries as of the date hereof, is the subject of any pending or, to the Knowledge of the Acquiror, threatened in writing Action seeking the revocation, suspension, termination, modification or impairment of any Acquiror Permit, except for those Actions that, individually or in the aggregate, would not reasonably be expected to have an Acquiror Material Adverse Effect.

(c)Except for limitations imposed by Laws that are applicable to insurance companies generally and except for limitations imposed after the date hereof, there is no Governmental Order that would be binding on the Acquiror or any of its Subsidiaries following the Closing that prohibits or restricts the payment of shareholder dividends or other shareholder distributions by the Acquiror or any of its Subsidiaries.

Section 4.11.Investment Company.  The Acquiror is not an “investment company,” as such term is defined in the Investment Company Act.

Section 4.12.Securities Matters.  The Shares are being acquired by the Acquiror for its own account and without a view to the public distribution or sale of any of the Shares or any interest in them.  The Acquiror has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and the Acquiror is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares.  The Acquiror understands and agrees that it may not sell, transfer, assign, pledge or otherwise dispose of any of the Shares other than pursuant to a registered offering in compliance with, or a transaction exempt from, the registration requirements of the Securities Act and applicable state and foreign securities Laws.

Section 4.13.Private Placement.  No registration under the Securities Act is required for the issuance by the Acquiror of the Convertible Preferred Stock Consideration.  The issuance and delivery of the Convertible Preferred Stock Consideration pursuant to this Agreement does not, and the issuance and delivery of the Underlying Shares upon transfer and conversion of Acquiror Convertible Preferred Stock will not, contravene the rules and regulations of the NASDAQ.  The issuance and delivery of the Perpetual Preferred Stock Consideration pursuant to this Agreement does not contravene the rules and regulations of the stock exchange upon which the shares of the Acquiror Preferred Stock issued in the Qualifying Preferred Stock Issuance and the Perpetual Preferred Stock Consideration will be listed.

Section 4.14.Financial Ability. As of the date hereof, the Acquiror has received an executed copy of the Bridge Loan Agreement, including all exhibits and schedules thereto, pursuant to which the lender thereunder has committed, subject to the terms and conditions set forth therein, to provide to the Acquiror the amount of financing set forth therein. A true and complete copy of the Bridge Loan Agreement has been provided to the Parent.  The Acquiror has fully paid any and all commitment fees or other fees required by the Bridge Loan Agreement to be paid on or before the date hereof and will pay all additional fees as they become due. As of the date hereof, each of the Bridge Loan Agreement and the Existing Revolving Credit Agreement is a legal, valid and binding obligation of each party thereto and is in full force and effect, has not been amended, modified, withdrawn, terminated or rescinded in any respect, and does not contain any material misrepresentation by the Acquiror and no event has occurred

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which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of the Acquiror.  No amendment or modification to, or withdrawal, termination or rescission of, either the Bridge Loan Agreement or the Existing Revolving Credit Agreement is contemplated, except (i) in the case of the Bridge Loan Agreement, any termination as a result of the receipt by the Acquiror and/or its Subsidiaries of net cash proceeds from equity offerings, debt offerings and/or asset sales in an aggregate amount at least equal to the aggregate amount of commitments under the Bridge Loan Agreement and (ii) in the case of the Existing Revolving Credit Agreement, any amendment that would not impose new or additional conditions in a manner that would adversely affect the Acquiror’s ability to borrow thereunder to fund the portion of the Cash Consideration then contemplated to be funded thereunder.  The aggregate proceeds contemplated by the Bridge Loan Agreement together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreement will be sufficient for the Acquiror to pay the Cash Consideration, to consummate the transactions contemplated by this Agreement and the other Transaction Agreements and to satisfy all of the obligations of the Acquiror under this Agreement.  No other Contract between the Financing Sources, on the one hand, and Acquiror or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies (x) related to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing set forth in the Bridge Loan Agreement or (y) that could otherwise adversely affect the conditionality, enforceability or availability of the Bridge Loan Agreement with respect to all or any portion of the Financing. As of the date hereof, the Acquiror does not have any reason to believe that any of the conditions to the Financing would not reasonably be expected to be satisfied on a timely basis or that the Financing would not reasonably be expected to be available to the Acquiror on the date on which the Closing should occur pursuant to Section 2.02.

Section 4.15.Investigation.  The Acquiror acknowledges and agrees that it (a) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company, the Transferred Subsidiaries and the Business and (b) has been furnished with or given adequate access to such information about the Company, the Transferred Subsidiaries and the Business as it has requested.  The Acquiror further acknowledges and agrees that (i) the only representations, warranties, covenants and agreements made by the Parent or its Affiliates or their respective Representatives or any other Person are the representations, warranties, covenants and agreements made in this Agreement, (ii) except as set forth in Article III, none of the Parent or its Affiliates or their respective Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Parent or its Affiliates, the Company, the Transferred Subsidiaries, the Business, the Transaction Agreements or the transactions contemplated by the Transaction Agreements, including any relating to the financial condition, results of operations, assets or liabilities of any of the foregoing entities and (iii) none of the Parent or its Affiliates or their respective Representatives makes any representation or warranty as to (A) the operation of the Company or the Transferred Subsidiaries by the Acquiror or its Affiliates after the Closing in any manner or (B) the probable success or profitability of the Company, the Transferred Subsidiaries or the Business (whether before or after the Closing).  Except for the representations and warranties contained in Article III, the Acquiror has not relied upon any other representations or warranties or any other information made or supplied by or on behalf of the Parent or its Affiliates or their respective Representatives, and the Acquiror

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acknowledges and agrees that none of the Parent or its Affiliates or their respective Representatives has any liability or responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Acquiror or its Affiliates or their respective Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Acquiror by any Representative of the Parent or its Affiliates).

Section 4.16.Brokers. Except for Credit Suisse Securities (USA) LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquiror or its Affiliates.  The Acquiror is solely responsible for any fees and expenses payable to Credit Suisse Securities (USA) LLC.

Section 4.17.Taxes.

(a)All U.S. federal Tax Returns for Income Taxes and other material Tax Returns that have been required to be filed by or on behalf of the Acquiror have been timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings) and each such Tax Return is true, correct and complete in all material respects.

(b)The Acquiror has paid all material Taxes that have been due and payable by it (whether or not shown on a Tax Return).

Section 4.18.Disclaimer.  Except for the representations and warranties contained in this Article IV, neither the Acquiror nor any of its Affiliates or their respective Representatives makes any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to itself, its Affiliates, their respective businesses, the Transaction Agreements or the transactions contemplated by the Transaction Agreements.  Except for the representations and warranties contained in this Article IV, (a) the Acquiror disclaims, on behalf of itself, its Affiliates and their respective Representatives, any other representations or warranties, whether made by the Acquiror or any of its Affiliates or their respective Representatives or any other Person and (b) the Acquiror disclaims, on behalf of itself, its Affiliates and their respective Representatives, all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to the Parent or its Affiliates or their respective Representatives (including any opinion, projection, forecast, advice, statement or information that may have been or may be provided to the Parent or its Affiliates or Representatives by any Representative of the Acquiror or any of its Affiliates).

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.01.Parent Conduct of Business Prior to the Closing.  During the period from the date hereof through the Closing, except (a) as expressly required by the

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Transaction Agreements, (b) for matters identified in Section 5.01 of the Parent Disclosure Schedule, (c) to the extent required or prohibited by applicable Law or Governmental Authority, (d) to make Interim Tax Payments or (e) as the Acquiror otherwise consents in advance (which consent shall not be unreasonably withheld, delayed or conditioned), the Parent shall cause the Company and the Transferred Subsidiaries (x) to use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business and preserve intact and maintain, in all material respects, their respective business organizations and maintain the current business relationships and goodwill with the policyholders, Producers and other customers, suppliers, regulators, rating agencies, agents, resellers, creditors, lessors, Employees and other business associates and service providers of and to their respective businesses and (y) not do any of the following:

(i)declare, set aside, make or pay any dividend or other distribution in respect of the Capital Stock of the Company, other than aggregate dividends and distributions to the Parent of $250.0 million or less;

(ii)repurchase, redeem, repay, retire or otherwise acquire any outstanding shares of Capital Stock or other securities of the Company or any of the Transferred Subsidiaries;

(iii)transfer, issue, sell, pledge, encumber or dispose of, or authorize the transfer, issuance, sale, pledge, encumbrance or disposition of, any shares of Capital Stock or other securities of the Company or any of the Transferred Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire any shares of Capital Stock or other securities of the Company or any of the Transferred Subsidiaries;

(iv)effect any recapitalization, reclassification, stock split or other similar change in the capitalization of the Company or any of the Transferred Subsidiaries;

(v)amend the certificate of incorporation or by-laws (or comparable organizational documents) of the Company or any of the Transferred Subsidiaries;

(vi)except with respect to changes intended to improve underwriting profitability (even if such changes have an effect of reducing premium volumes), make any material change in the policies, practices or principles of any of the Company or any Transferred Subsidiary in effect on the date hereof with respect to reserving, hedging or claims administration (other than as required by applicable Laws, SAP, either of the Government Sponsored Entities or other Governmental Authority or made in the Ordinary Course of Business);

(vii)purchase, sell, lease, exchange or otherwise dispose of or acquire any property or assets or Person (other than transactions occurring in the Ordinary Course of Business, including, for the avoidance of doubt, transactions with respect to Investment Assets, claims payments under Insurance Contracts, compensation payments, sales commissions, commutations and technology purchases in the Ordinary Course of Business, and other than pledges or other collateral assignments of assets, including by means of a credit for reinsurance trust, to or for the benefit of cedents under reinsurance

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written by an Insurance Subsidiary, for purposes of statutory accounting credit) or enter into any lease of real property or make any capital expenditure (other than technology purchases in the Ordinary Course of Business), for which the aggregate consideration paid or payable in any individual transaction is in excess of $250,000 or in the aggregate in excess of $2,000,000, or, other than in the Ordinary Course of Business, sell, license, abandon, allow to lapse or otherwise dispose of any material Intellectual Property used or held for use in connection with the Business;

(viii)incur any indebtedness for borrowed money (other than current trade accounts payables incurred in respect of property or services purchased in the Ordinary Course of Business and letters of credit issued in the Ordinary Course of Business) or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person or make any loans or advances (other than loans or borrowing by the Company from its Affiliates under currently available lines of credit disclosed on Section 5.01(y)(viii) of the Parent Disclosure Schedule, and intercompany loans, guarantees or advances, in each case, among the Company and a Transferred Subsidiary);

(ix)enter into, terminate, renew or extend any Reinsurance Agreements (including for the avoidance of doubt the Quota Share Agreement, which will be amended in accordance with Section 5.08(c));

(x)(A) grant, increase or accelerate the vesting or payment of any wages, salaries, bonuses, severance pay, other compensation, pension or other benefits payable or potentially available to any Employee other than increases in salary, wages and bonus opportunities in the Ordinary Course of Business, (B) establish, adopt, increase or amend any Company Benefit Plan, (C) increase the benefits of any Employee under any Parent Benefit Plan, other than increases that affect similarly situated employees of the Parent under such Parent Benefit Plan or (D) hire or terminate the employment of any employee of the Company or a Transferred Subsidiary other than in the Ordinary Course of Business;

(xi)make any changes in any of the Company’s methods of accounting for financial or Tax purposes, except as required by GAAP, SAP or applicable Law and  except for an election to change the accounting method of the Company and the Transferred Subsidiaries that use the “accelerated method” (as described in Treasury Regulations Section 1.832-4(a)(5)(i)) for reporting gross premium written to the “annual method” (as described in Treasury Regulations Section 1.832-4(a)(5)(i);

(xii)settle or compromise any material Tax claim, make, modify or revoke any material Tax election or amend any material Tax Return, in each case only to the extent that such claim, election and return relates solely to the Company and/or the Transferred Subsidiaries and does not relate to the Parent or any of the Parent’s Affiliates (other than the Company and the Transferred Subsidiaries);

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(xiii)settle or compromise any material action (except for claims under Insurance Contracts within applicable policy limits), other than any settlement or compromise that involves solely cash payments not in excess of $250,000;

(xiv)take any action that would reasonably be expected to prevent  or impede the transactions contemplated by the Transaction Agreements;

(xv)fail to maintain such liability, casualty, property, loss, and other insurance coverage, on such substantially similar terms, in substantially similar amounts, and with such insurance carriers and to such extent and covering such risks as are maintained on the date hereof;

(xvi)amend in any material respect, waive any material right under or terminate any Material Contract, other than to renew or extend any such Contract, in the Ordinary Course of Business; provided, however, that no such extended Contract shall result in annual costs to the Company or the Transferred Subsidiaries  in excess of 120% of the cost for the final year of the Contract prior to such Contract’s termination of expiration; provided, further, that the expiration of any such Contract by its terms prior to Closing shall be deemed not to be a termination of such Contract under this clause;

(xvii)enter into any new material line of business; provided that, for the avoidance of doubt, any business relating to assuming risk on mortgages originated in the United States shall not be considered a new line of business;

(xviii)other than in the Ordinary Course of Business, enter into or amend any Intercompany Agreement other than any such agreement that would terminate prior to the Closing with no obligation or liabilities to the Company or any Transferred Subsidiary (and that does not result in payments to the Parent other than in the Ordinary Course of Business); provided, however, that amendments to the Quota Share Agreement and the Net Worth Maintenance Agreement shall be permitted as provided in Section 5.08(c) and Section 5.08(d), respectively;

(xix)create, suffer the imposition of, or permit to exist, any Lien on any Shares or the UG Asia Shares or any of the assets of the Company or any Transferred Subsidiary other than Permitted Liens;

(xx)make any  material changes to the guidelines or policies with respect to Investment Assets of the Company or any Transferred Subsidiaries; or

(xxi)enter into any legally binding commitment with respect to any of the foregoing.

Section 5.02.Acquiror Conduct of Business Prior to the Closing. Subject to any applicable Laws or as required or prohibited by any regulatory requirement, directive or order of any Governmental Authority, during the period from the date hereof through the Closing, except (a) as otherwise contemplated by or necessary to effectuate the Transaction Agreements, (b) for matters identified in Section 5.02 of the Acquiror Disclosure Schedule, (c) as may otherwise be required by applicable fiduciary or contractual obligations or (d) as the Parent otherwise consents

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in advance (which consent shall not be unreasonably withheld, delayed or conditioned), the Acquiror shall and shall cause its Subsidiaries to not do any of the following:

(i)declare, set aside, make or pay any dividend or other distribution in respect of the Capital Stock of the Acquiror, except for regular cash dividends consistent with past practice and dividends and distributions by any of its Subsidiaries on a pro rata basis to the equity owners thereof which shall be permitted;

(ii)repurchase, redeem, repay or otherwise acquire any outstanding shares or ownership interest of the Acquiror (other than in the case of fractional shares or cashless option exercises);

(iii)effect any recapitalization, reclassification, stock split or dividend or similar change in the capitalization of the Acquiror;

(iv)amend the certificate of incorporation, memorandum of association or bye-laws (or other comparable organizational documents) of the Acquiror in a manner that would (1) affect the Parent (as a holder of the Stock Consideration) adversely relative to other holders of Capital Stock of the Acquiror, (2) otherwise adversely affect the economic benefits, if any, of the Stock Consideration, or (3) materially impair the Acquiror’s ability to perform its obligations under the Transaction Agreements or consummate the transactions contemplated by the Transaction Agreements;

(v)other than (i) the issuance of the Acquiror Perpetual Preferred Stock, the proceeds of which are used to pay the Cash Consideration, (ii) the issuance of the Acquiror Convertible Preferred Stock as contemplated by this Agreement, (iii) upon the exercise of options or other equity awards pursuant to employee or director stock plans of the Acquiror, (iv) the issuance of new option or equity awards pursuant to employee or director stock plans of the Acquiror in the Ordinary Course of Business, or (v) up to $500,000,000 of Acquiror Common Stock, issue (a) Acquiror Common Stock, (b) Acquiror Preferred Stock or (c) any other securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exercisable or exchangeable for Capital Stock of the Acquiror;

(vi)authorize any action to wind up the Acquiror’s affairs or dissolve the Acquiror or any Significant Subsidiary;

(vii)other than with respect to Capital Stock of the Acquiror set forth in clause (v)(iii) above, grant to any Person the right to require the Acquiror to register any equity securities of the Acquiror or any securities convertible or exchangeable into or exercisable for such securities;

(viii)engage in any action or activity that would require the Acquiror to obtain the approval of its shareholders in connection with the consummation of the transactions contemplated by the Transaction Agreements prior to Closing;

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(ix)take any action that would reasonably be expected to prevent or impede the transactions contemplated by the Transaction Agreements; or

(x)enter into any legally binding commitment with respect to any of the foregoing.

Section 5.03.Access to Information.

(a)From the date hereof until the Closing Date, upon reasonable prior notice, the Parent shall, and shall cause each of the Company and the Transferred Subsidiaries and use commercially reasonable efforts to cause each such Person’s respective Representatives to, (x) afford the Acquiror and the Representatives of the Acquiror reasonable access, during normal business hours, to the offices, properties, books, data, files, information and records of the Company and the Transferred Subsidiaries and the Business, (y) furnish to the Representatives of the Acquiror such additional financial data and other information regarding the Company and the Transferred Subsidiaries and the Business as the Acquiror may from time to time reasonably request in connection with the consummation of the transactions contemplated hereby and (z) make reasonably available to the Representatives of the Acquiror the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the parties and the sensitive nature of the transactions contemplated by this Agreement; provided, further, that nothing herein shall require either the Parent, the Company or any of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would (1) cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, would constitute a violation of applicable Law or obligations to customers, so long as the  Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or (2) would involve any environmental sampling or invasive testing; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary contained herein, neither the Parent nor any of its Affiliates shall be required to disclose to the Acquiror or any Representative of the Acquiror any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries.  If so

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reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause their respective Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any information to be provided to the Acquiror pursuant to this Section 5.03(a).  The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 5.03(a).  The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions.

(b)In addition to the provisions of Section 5.04, from and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to any Governmental Authority, (iii) the preparation of Tax Returns or other documents related to Tax matters, (iv) the conduct of any litigation, (v) any applicable Governmental Orders, (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements or (vii) compliance with applicable Law, upon reasonable prior notice, the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries and their respective Affiliates and Representatives to, (A) afford the Parent and its Affiliates and their respective Representatives reasonable access, during normal business hours, to the offices, properties, books, data, files, information and records of the Acquiror and its Affiliates in respect of the Company and the Transferred Subsidiaries and the Businesses (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the Parent and its Affiliates and their respective Representatives such additional financial data and other information regarding the Company and the Transferred Subsidiaries and the Businesses as the Parent and its Affiliates or their respective Representatives may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) other than for proceedings between the Acquiror and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, use reasonable efforts to make available to the Parent and its Affiliates and their respective Representatives the employees of the Acquiror and its Affiliates in respect of the Company and the Transferred Subsidiaries and the businesses conducted by them whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Parent or its Affiliates or their respective Representatives in connection with the Parent’s, such Affiliates’ or such Representatives’ inquiries for any of the purposes referred to in this Section 5.03(b), including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that absent a demonstrable need for data and information related to periods subsequent to the Closing, the rights of access of the Representatives of the Parent pursuant to clauses (A) through (C) above shall be limited to books, data, files, information and records related to periods ended at or prior to the Closing; provided, further, that all information provided pursuant to this Section 5.03(b) shall be subject to the obligation of confidentiality set forth in

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Section 5.05(b); provided, further, that nothing herein shall require either the Acquiror, the Company or any of the Transferred Subsidiaries or any such Person’s respective Representatives to disclose any information to the Parent or the Representatives of the Parent or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the Acquiror, the Company and/or the Transferred Subsidiary, and/or such Person’s  Representatives, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Acquiror or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.  If so reasonably requested by the Acquiror or the Parent, the Parent and the Acquiror shall, and shall cause their respective Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror and its Affiliates or the Parent and its Affiliates, as applicable, with respect to any information to be provided to the Parent, its Affiliates or Representatives pursuant to this Section 5.03(b).  The Parent shall reimburse the Acquiror promptly for any reasonable third party out-of-pocket expenses incurred by the Acquiror and its Affiliates in complying with any request by or on behalf of the Parent, its Affiliates or Representatives in connection with this Section 5.03(b).  The Parent shall indemnify and hold harmless the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) from and against any Losses that may be incurred by any of them arising out of or related to the Parent’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Acquiror and its Affiliates (including the Company and the Transferred Subsidiaries) and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Parent and the Representatives of the Parent is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Parent’s actions or omissions.

(c)From and after the Closing Date, in connection with (i) the preparation of financial statements required to be prepared under applicable Law or stock exchange rules or for other bona fide reporting purposes, (ii) the preparation of filings and submissions to any Governmental Authority, (iii) the preparation of Tax Returns, (iv) the conduct of any litigation, (v) any applicable Governmental Orders or (vi) the enforcement of any right or remedy relating to any of the Transaction Agreements, (vii) compliance with applicable Law or (viii) the actions contemplated by Section 6.01, upon reasonable prior notice, the Parent shall, and shall cause its Affiliates and Representatives to, (A) afford the Acquiror and its Affiliates and their respective Representatives reasonable access, during normal business hours, to the data, files, information and records of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries and the businesses conducted by them (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters, but only to the extent that such information and documents can reasonably be segregated from any other information and documents that are not exclusively related to the Company or the Transferred Subsidiaries),

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(B) furnish to the Acquiror and its Affiliates and their respective Representatives such additional financial data and other information regarding the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them as the Acquiror and its Affiliates may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters, but only to the extent that such information and documents can reasonably be segregated from any other information and documents that are not exclusively related to the Company or the Transferred Subsidiaries) and (C) make available to the Acquiror and its Affiliates and their respective Representatives the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries and the Business and the businesses conducted by them whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Acquiror or its Affiliates or Representatives in connection with the Acquiror’s or such Affiliates’ inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that all information provided pursuant to this Section 5.03(c) shall be subject to the obligation of confidentiality set forth in Section 5.05(b); provided, further, that nothing herein shall require either the Parent, its Affiliates or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law or obligations to customers, so long as the  Parent and its Affiliates, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law; provided, further, that such investigation shall not unreasonably interfere with the business or operations of the Parent or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Parent or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.  If so reasonably requested by the Parent, the Acquiror or its Affiliates (as applicable) shall enter into a customary joint defense agreement with any one or more of the Parent and its Affiliates with respect to any information to be provided to the Acquiror and its Affiliates pursuant to this Section 5.03(c).  The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 5.03(c). The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by the Parent and its Affiliates arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company and the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror and the Representatives of the Acquiror is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions.

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Section 5.04.Books and Records.

(a)Subject to Section 5.05(a), the Parent and its Affiliates shall have the right to retain copies of all books, data, files, information and records in any media (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) of each of the Company and the Transferred Subsidiaries and their respective businesses relating to periods ending on or prior to the Closing Date (i) relating to information (including employment and medical records) regarding the Employees, (ii) as required by any Governmental Authority, including any applicable Law or regulatory request or (iii) as may be necessary for the Parent and its Affiliates to perform their respective obligations pursuant to the Transaction Agreements or any other agreement between the Parent and its Affiliates, on the one hand, and the Company or any of the Transferred Subsidiaries, on the other hand, that will remain in effect after the Closing, in each case subject to compliance with all applicable privacy Laws, policies and obligations of the Company and the Transferred Subsidiaries; provided that the applicable books, data, files, information and records retained pursuant to clause (iii) shall, if requested, be delivered to the Company and the Transferred Subsidiaries at the Parent’s and its Affiliates’ expense once they are no longer needed for the Parent and its Affiliates to perform their respective obligations under the Transaction Agreements; provided that nothing herein shall require the Parent or its Representatives, to disclose any information to the Acquiror and its Affiliates or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law, so long as the Parent or its Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law.  With respect to all original books, data, files, information and records of each of the Company and the Transferred Subsidiaries existing as of the Closing Date, the Acquiror shall, and shall cause each of the Company and the Transferred Subsidiaries to, (A) comply in all material respects with all applicable Laws, including the Code, relating to the preservation and retention of records, (B) apply preservation and retention policies that are no less stringent than those generally applied by the Acquiror and (C) for at least six (6) years after the Closing Date or until the expiration of the applicable statute of limitations for Tax purposes, whichever is later, preserve and retain all such original books, data, files, information and records and thereafter dispose of such original books, data, files, information and records only after it shall have given the Parent ninety (90) days’ prior written notice of such disposition and the opportunity (at the Parent’s expense) to remove and retain such information (which shall be treated as confidential information subject to Section 5.05); provided that nothing herein shall require the Acquiror or its Representatives, to disclose any information to the Parent and its Affiliates or take any action that would cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or information or any of its Affiliates, or would constitute a violation of applicable Law, so long as the Acquiror or its Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law.

(b)Notwithstanding anything to the contrary contained herein or any other Transaction Agreement, to the extent that the Parent or any of its Affiliates has retained books, records, files, tapes, software, data, documents, or other information, or materials containing

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both data relating to the Company or the Transferred Subsidiaries and data relating to the Parent and its Affiliates (other than the Company or the Transferred Subsidiaries), (i) that are not used in the operation of, or necessary to, the conduct of the Business as currently conducted, (ii) that have been or will be retained pursuant to applicable Law or for regulatory purposes, including pursuant to a Litigation Hold or otherwise, (iii) the possession of which by the Parent or its Affiliates would not violate any applicable privacy Laws or contractual obligations of the Company and the Transferred Subsidiaries with respect to privacy or (iv) with respect to which it would not be commercially reasonable for the Parent to separate such data, books, records, files, tapes, software, documents, or other materials relating to the Company or the Transferred Subsidiaries from such data and materials relating to the Parent, or any of its Affiliates (other than the Company or the Transferred Subsidiaries) (“Archived Files”) pursuant to a Litigation Hold or otherwise, the Acquiror acknowledges and agrees that the Archived Files are solely the property of the Parent.  The Parent agrees that it shall, and shall cause their Affiliates to, maintain and treat any data in such Archived Files in accordance with Section 5.05 as if such Archived Files are the Acquiror’s confidential information and shall, and shall cause their Affiliates to, maintain and dispose of such Archived Files in accordance with applicable Law. The Parent shall provide the Acquiror, at the Acquiror’s expense, reasonable access to the Archived Files relating to the Company or the Transferred Subsidiaries during normal business hours, to the extent that such Archived Files have not been disposed according to this Section 5.04.

Section 5.05.Confidentiality.

(a)The terms of the confidentiality agreement, dated July 6, 2016 (the “Confidentiality Agreement”), between the Parent and the Acquiror are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time all obligations under the Confidentiality Agreement shall terminate except for liabilities for a breach, if any, that arose prior to the Closing.  If, for any reason, the transactions contemplated by this Agreement are not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b)From and after the Closing, the Parent, on the one hand, and the Acquiror, on the other hand, shall, and shall cause their respective Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to or obtained from the other party or its Affiliates (for this purpose, the Company and the Transferred Subsidiaries shall be considered Affiliates of the Acquiror), except that the foregoing requirements of this Section 5.05(a) shall not apply to the extent that (i) any such information is or becomes generally available to the public other than (A) in the case of the Acquiror, as a result of disclosure by the Parent or its Affiliates or any of their respective Representatives in violation of this Section 5.05(b) and (B) in the case of the Parent, as a result of disclosure by the Acquiror, the Company or any Transferred Subsidiary (after the Closing Date) or any of their respective Affiliates or any of their respective Representatives in violation of this Section 5.05(b), (ii) any such information (including any report, statement, testimony or other submission to a Governmental Authority) is required by applicable Law, Governmental Order or such Governmental Authority to be disclosed, after prior written notice has been given to the other party to the extent such notice is permitted by applicable Law, provided that no such notice is required if prohibited by applicable Law, (iii) any such information is reasonably necessary to be

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disclosed in connection with any Action or in any dispute with respect to the Transaction Agreements (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing party in the course of any litigation, arbitration, mediation, investigation or administrative proceeding), (iv) any such information was or becomes available to such party on a non-confidential basis and from a source (other than a party hereto or any Affiliate or Representative of such party) that is not bound by a confidentiality agreement with respect to such information or (v) after the Closing, any such information becomes known or available pursuant to or as a result of the carrying out of the provisions of an Ancillary Agreement (which information shall be governed by the confidentiality provisions set forth in such Ancillary Agreement).  Each of the parties hereto shall instruct its Affiliates and Representatives having access to such information of such obligation of confidentiality; provided, however, that the parties hereto may disclose information about the Tax treatment and Tax structure of the transactions contemplated by this Agreement (including any facts or materials relating thereto or reasonably necessary to understand such treatment or structure).  In the event that the Parent or any of its Affiliates, on the one hand, or the Acquiror or any of its Affiliates, on the other hand, becomes legally compelled to disclose any such confidential information referred to above, the Acquiror and the Parent, as the case may be, as the disclosing party, shall cooperate with the party whose information is being disclosed (at such disclosing party’s expense) to obtain a protective order or similar remedy to cause such confidential information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such confidential information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed information. For the avoidance of doubt, neither the Acquiror nor any of its Affiliates shall have any obligation to maintain the confidentiality of any information about the Company or any of the Transferred Subsidiaries after the Closing.

(c)Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Parent and its Affiliates or the Acquiror and its Affiliates, as the case may be, may, without notifying the Acquiror or any other Person, or Parent or any other Person, as the case may be, share any information relating to or obtained from the Acquiror or its Affiliates, or Parent and its Affiliates, as the case may be, with (i) any insurance regulatory authority, (ii) the Government Sponsored Entities or the FHFA, (iii) the Board of Governors of the Federal Reserve System or (iv) the IRS or any other Tax Authority, in each case as the Parent deems reasonably necessary in its good faith judgment; provided that the Parent or the Acquiror, as applicable, shall, to the extent permitted under applicable Law, request confidential treatment of any of the information included therein. The Parent or the Acquiror shall promptly notify such other party in the event it learns that any recipient set forth in clauses (i) and (ii) above has been requested or required to disclose any such information or has taken any action that, if taken by the Parent or the Acquiror, as applicable, would be deemed a breach of this Section 5.05.

Section 5.06.Regulatory and Other Authorizations; Efforts.

(a)Subject to the limitations set forth in this Section 5.06, each of the parties hereto shall use its reasonable best efforts to (i) take, or cause to be taken, all actions reasonably necessary, proper or advisable on its part under the Transaction Agreements and applicable

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Laws, to consummate and make effective the transactions contemplated by the Transaction Agreements as promptly as practicable, and not take any action that would reasonably be expected to prevent or impede the transactions contemplated by the Transaction Agreements, and (ii) obtain as promptly as practicable all authorizations, consents, orders, approvals, non-disapprovals or no objections of all Governmental Authorities that may be or may become reasonably necessary, proper or advisable under the Transaction Agreements and applicable Laws to consummate and make effective the transactions contemplated by the Transaction Agreements, and the parties hereto shall take all reasonable actions as may be requested by any such Governmental Authorities to obtain such authorizations, consents, orders, approvals, non-disapprovals or no objections.  The parties hereto shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable all such authorizations, consents, orders, approvals, non-disapprovals or no objections.  Neither the Parent nor the Acquiror shall take or cause to be taken any action that it is aware or should reasonably be aware would have the effect of preventing, materially delaying, impairing or impeding the receipt of any such required authorizations, consents, orders, approvals, non-disapprovals or no objections.  Notwithstanding the foregoing, in connection with obtaining any required authorizations, consents, orders, approvals, non-disapprovals or no objections of a Governmental Authority, neither party shall be required to agree to any modification of the terms of the Quota Share Agreement requested by any Governmental Authority.

(b)The parties hereto shall promptly make (which shall, for purposes of clauses (i) through (iv) below, in no event be later than twenty (20) Business Days after the date hereof or such other date that the parties mutually agree in writing) all filings and notifications with all Governmental Authorities that may be or may become reasonably necessary, proper or advisable under the Transaction Agreements and applicable Laws to consummate and make effective the transactions contemplated by the Transaction Agreements, including (i) the Acquiror causing “Form A” or similar change of control application to be filed with the North Carolina Department of Insurance and each jurisdiction where required by applicable insurance Laws with respect to the transactions contemplated by the Transaction Agreements, (ii) the Acquiror causing “Form E” or similar market share notifications to be filed in each jurisdiction where required by applicable insurance Laws, (iii) the Acquiror making an appropriate application to each of the Government Sponsored Entities with respect to the transactions contemplated by the Transaction Agreements, (iv) the Parent and the Acquiror each making an appropriate filing of a notification and report form pursuant to the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party) with respect to the transactions contemplated by the Transaction Agreements and (v) the Parent and the Acquiror each making any other filing that may be required under any other antitrust or competition Law or by any Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws.  The Parent and the Acquiror each shall supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Laws.  The Acquiror shall have responsibility for the filing fees associated with its HSR Act filing, its “Form A” or similar change of control applications and its “Form E” or similar market share notifications, and each of the Parent and the Acquiror shall have responsibility for its other respective filing fees associated with any other required filings.

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(c)Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 5.06(c), but subject to the limitations set forth herein, each of the Parent (in the case of clauses (i) and (iii) of this Section 5.06(c) set forth below) and the Acquiror (in all cases of clauses (i), (ii) and (iii) of this Section 5.06(c) set forth below) shall take or cause to be taken the following actions:  (i) the prompt provision to a Governmental Authority of non-privileged information, documents or testimony requested by such Governmental Authority that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements; (ii) the prompt use of its reasonable best efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, including (A) the defense through litigation on the merits of any claim asserted in any court, agency, or other proceeding by any Person, including any Governmental Authority, seeking to delay, restrain, prevent, enjoin, or otherwise prohibit consummation of such transactions, (B) the proffer and agreement by the Acquiror of its willingness to sell, lease, license or otherwise dispose of or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other operations or interests therein of the Company or the Acquiror or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto) unless such proffer or agreement constitutes a Burdensome Condition, and (C) the proffer and agreement by the Acquiror of its willingness to take such other actions, and promptly to effect such other actions (and the entry into agreements with, and submission to orders of, the relevant Governmental Authority giving effect thereto), unless such proffer or agreement constitutes a Burdensome Condition, in each case if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements by any Governmental Authority; and (iii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, reasonable steps (including the appeal thereof, the posting of a bond, or, in the case of the Acquiror, the taking of the steps contemplated by clause (ii) of this Section 5.06(c)), necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by the Transaction Agreements.  Nothing in this Section 5.06(c) shall obligate the Acquiror, the Parent, the Company or any of the Transferred Subsidiaries to agree to any divestitures or other remedy not conditioned on the consummation of the Closing.

(d)Subject to applicable Laws relating to the sharing of information, each of the Parent and the Acquiror shall promptly notify each other of any material communication it

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receives from any Governmental Authority, permit the other party to review in advance any proposed communication (including, for the avoidance of doubt, any filing to be made pursuant to Section 5.06(b), except as set forth therein) by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of the staff of any Governmental Authority, on the other hand, in each case to the extent relating to the matters that are the subject of this Agreement and to the extent permitted by applicable Laws, and, for the avoidance of doubt, for purposes other than seeking confirmation from the Federal Reserve Board.  The Acquiror, the Parent and the Company shall not agree to participate in any meeting with any Governmental Authority relating to the matters that are the subject of this Agreement unless it consults with the other party in advance.  Subject to the Confidentiality Agreement and to Section 5.03,  the Parent and the Acquiror shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing (including in seeking early termination of any applicable waiting periods under the HSR Act); provided, however, that the foregoing shall not require the Acquiror, the Acquiror’s Subsidiaries, Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates (i) to disclose any information that in the reasonable judgment of the Acquiror, Acquiror’s Subsidiaries, Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates (as the case may be) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information or confidential competitive information of the Acquiror, the Acquiror’s Subsidiaries, the Parent, the Company, any of the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the Acquiror shall subject to reasonable consultation with the Parent, control and lead all communications and strategy relating to all filings and notifications with all Governmental Authorities; and provided, further, that each party’s obligations to notify the other party with respect to communications received from a Tax Authority, as well as the rights and obligations of the parties hereto with respect to any Tax audit or administrative or court proceeding related to Taxes, shall be governed solely by Section 7.06.  Neither party hereto shall be required to comply with any provision of this Section 5.06(d) to the extent that such compliance would be prohibited by applicable Law.

(e)The Company and the Acquiror will furnish each other and each other’s counsel with all reasonable information concerning themselves, their respective Affiliates, directors, officers, stockholders or equity holders and such other matters as may be necessary or advisable in connection with any application, petition or other statement made by or on behalf of the Company or the Acquiror to each of the Government Sponsored Entities in connection with the transactions contemplated by the Transaction Agreements. The Acquiror acknowledges that any of Fannie Mae, Freddie Mac or other Governmental Authority may require that the Acquiror commit to contribute capital, or make capital available, to Arch Mortgage Insurance Company, the Company or its Subsidiaries at or following Closing, or impose other conditions relating to maintaining capital ratios or that are otherwise financial in nature, as a condition on, to or as part of their approval or non-disapproval of the transactions contemplated by the Transaction Agreements (any such requirement or condition, a “Financial Condition”).   The Acquiror shall acting reasonably and in good faith, consider and discuss with the applicable Government Sponsored Entities or other Governmental Authority any such proposed Financial Conditions. The Acquiror agrees to accept and comply with any such Financial Condition unless following

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any such discussions between the Acquiror and the applicable Government Sponsored Entities or other Governmental Authority such Financial Condition constitutes a Burdensome Condition.

(f)The Acquiror further agrees to use its reasonable best efforts to accept and comply, and cause its Subsidiaries to use their reasonable best efforts to accept and comply, with any other condition or requirement of any Governmental Authority that is not a Burdensome Condition imposed or sought to be imposed upon the Acquiror, any Affiliate or Subsidiary of the Acquiror, the Parent, the Company, or any Transferred Subsidiaries of the Company as part of such Governmental Authority’s authorization, consent, order, approval, non-disapproval or no objection with respect to the transactions contemplated by the Transaction Agreements.

(g)The Parent and the Acquiror shall use their reasonable best efforts to obtain any other authorizations, consents, orders, approvals, non-disapprovals or no objections and make any other notifications that may be required in connection with the transactions contemplated by the Transaction Agreements; provided, however, that Parent shall not be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent or approval; and provided, further, that Parent shall not be required to take any action with respect to any third party unless such action is conditioned upon the Closing.

(h)In the event that the Acquiror determines not to accept or comply with a Burdensome Condition, the Acquiror shall (A) inform the Parent of such Burdensome Condition in reasonable detail within five (5) Business Days after such determination by the Acquiror (including providing a copy of any such Burdensome Condition if provided to the Acquiror in writing), (B) provide the Parent with ten (10) Business Days’ prior written notice of its intention to advise the Governmental Authority that the Acquiror will not accept or comply with such Burdensome Condition, and (C) reasonably cooperate with the Parent during such period to determine if there are any mutually acceptable measures that may be taken to mitigate or eliminate the impact of such Burdensome Condition and otherwise satisfy the conditions to the Closing hereunder.

Section 5.07.Insurance.

(a)Except as provided below, from and after the Closing Date, the Company and the Transferred Subsidiaries shall cease to be insured by the Parent’s or its Affiliates’ (other than the Company’s and the Transferred Subsidiaries’) (as the case may be) blanket insurance policies or by any of their self-insured programs in place, including those listed in Section 3.19 of the Parent Disclosure Schedule, to the extent such insurance policies or programs cover the Company or any of the Transferred Subsidiaries.  On or prior to the Closing, the Parent may cause the Company and the Transferred Subsidiaries to pay the premiums owed to the Parent for its participation in the Parent’s self-insured property, casualty, management and professional liability insurance programs, including those listed in Section 3.19 of the Parent Disclosure Schedule, in each case consistent with such amounts paid by the Company and the Transferred Subsidiaries for such premiums prior to the date hereof.  With respect to events or circumstances relating to the Company or the Transferred Subsidiaries that occurred or existed prior to the Closing Date that are covered by the occurrence-based insurance policies listed in Section 3.19 of the Parent Disclosure Schedule, the Acquiror shall be permitted to make a workers

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compensation insurance loss claim until the applicable statute of limitations has run and shall be permitted to make any other occurrence based insurance loss claim until the one year anniversary of the Closing Date; provided, however, that neither the Acquiror nor any of its Affiliates shall make any such claims if, and to the extent that, such claims are also covered by insurance policies sponsored by the Acquiror or its Affiliates. With respect to claims made in respect of wrongful acts, events or other circumstances relating to the Company or the Transferred Subsidiaries that occurred or existed prior to the Closing Date that are covered by the claims made-based insurance policies listed in Section 3.19 of the Parent Disclosure Schedule, the Acquiror shall be permitted to make claims under such policies in respect of claims first made prior to the next renewal date thereof following the Closing Date; provided, however, that neither the Acquiror nor any of its Affiliates shall make any such claims if, and to the extent that, such claims are also covered by insurance policies sponsored by the Acquiror or its Affiliates.

(b)Nothing contained in this Section 5.07 shall apply to any debt, liabilities, commitments or obligations of any kind relating to or arising out of any Company E&O Claims, which shall be governed by Section 5.12.

Section 5.08.Intercompany Obligations and Arrangements.

(a)Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such action and make such payments as may be necessary so that concurrently with the Closing, the Company and the Transferred Subsidiaries, on the one hand, and the Parent and its Affiliates (other than the Company and the Transferred Subsidiaries), on the other hand, shall settle, discharge, offset, pay, repay in full, terminate, commute or extinguish all intercompany loans, notes and advances regardless of their maturity and all intercompany receivables and payables, including any accrued and unpaid interest to but excluding the date of payment, for the amount due; provided, however, that this Section 5.08(a) shall not apply to any intercompany loans, notes, advances, receivables or payables (i) set forth in Section 5.08(a) of the Parent Disclosure Schedule, (ii) arising under the Quota Share Agreement, (iii) the Net Worth Maintenance Agreement or (iv) any Intercompany Agreement set forth in Section 5.08(b). To the extent that the amount of any such outstanding intercompany advance, receivable or payable cannot be determined by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates concurrently with the Closing, such intercompany advance receivable or payable shall be paid in full by the Parent or the Company or any of the Transferred Subsidiaries or any of their respective Affiliates (as applicable) following the Closing within ten (10) days of receipt of an invoice detailing the amount due with respect to such intercompany advance, receivable or payable; provided, however, that such amounts due and payable, if any, shall have been calculated in a manner consistent with past practice.

(b)Subject to Section 7.08(d), the Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate or commute, concurrently with the Closing, all Intercompany Agreements, whether written or oral; provided, however, that this Section 5.08(b) shall not apply to the Quota Share Agreement, the Net Worth Maintenance Agreement or any Intercompany Agreement set forth in Section 5.08(b) of the Parent Disclosure Schedule. For the avoidance of doubt, this Section 5.08(b) shall not apply to (A) any Contract between a third party, on the one hand, and the Parent or any of its Affiliates, on the other hand, to which the Company or any of the Transferred Subsidiaries is not a party, but under which the

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Company or any of the Transferred Subsidiaries may otherwise derive benefits, such as enterprise-wide licenses or “master” agreements or (B) any Contract among (x) a third party, (y) the Parent or any of its Affiliates and (z) the Company or any of the Transferred Subsidiaries.  Such third party Contracts are governed exclusively by Section 5.10.

(c)The Parent shall, and shall cause its Affiliates to, take such actions (including obtaining all authorizations, consents, orders approvals or non-disapprovals of all Governmental Authorities) as may be necessary to amend the Quota Share Agreement as set forth in the form in Section 5.08(c) of the Parent Disclosure Schedule, concurrently with the Closing.

(d)Each of the Parent and the Acquiror shall use its reasonable best efforts to seek termination of all obligations under the Net Worth Maintenance Agreement to any beneficiaries thereof.  To the extent any obligations under the Net Worth Maintenance Agreement with respect to any beneficiary thereof on or prior to Closing, the Acquiror shall promptly reimburse the Parent for any amounts the Parent is obligated to provide, contribute, pay, loan or otherwise make available pursuant to the Net Worth Maintenance Agreement after the Closing Date; provided, however, that the Acquiror’s obligations for reimbursement pursuant to clause or otherwise pursuant to the Net Worth Maintenance Agreement shall not exceed the equity of United Residential Insurance Company as of the Closing Date.

For the avoidance of doubt, this Section 5.08 shall not apply to IT Contracts, which are covered pursuant to Section 5.22.

Section 5.09.Intellectual Property; Trade Names and Trademarks.

(a)The Acquiror, for itself and its Affiliates, acknowledges and agrees that the Acquiror is not purchasing, acquiring or otherwise obtaining any right, title or interest in or to any Intellectual Property owned by or licensed to the Parent or any of its Affiliates (other than the Company and the Transferred Subsidiaries or any Owned Intellectual Property), including the Intellectual Property identified in Section 5.09(a) of the Parent Disclosure Schedule and the names “AIG,” “AIG, Inc.” or “AI,” or any trade, corporate or business names, trademarks, tag-lines, identifying logos, trade dress, monograms, slogans, service marks, domain names, brand names or any other name or source identifiers related thereto or employing the wording “AIG” or any “AI” formative marks, “American International” formative marks or any derivation or variation of any of the foregoing (for example, among others, AI, AI RISK, AIA, AIU, as well as American International, American International Group, American International Underwriters, American International Assurance) or any confusingly similar trade, corporate or business name, trademark, tag-line, identifying logo, trade dress, monogram, slogan, service mark, domain name, brand name or other name or source identifier (including any registrations and applications relating thereto) (collectively, the “Parent Names and Marks”), and, except as otherwise expressly provided in this Section 5.09 or in any Ancillary Agreement, neither the Acquiror nor any of its Affiliates shall have any rights in or to any of the Parent Names and Marks.

(b)Except as otherwise provided in this Section 5.09, following the Closing Date, the Acquiror shall, and shall cause its Affiliates to, immediately cease and discontinue any

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and all uses of the Intellectual Property owned by or licensed to the Parent or any of its Affiliates, including the Parent Names and Marks.  The Acquiror, for itself and its Affiliates, agrees that any and all rights of the Company and the Transferred Subsidiaries to the Intellectual Property licensed to the Company or the Transferred Subsidiaries pursuant to any written agreements or other arrangements, whether written or oral, with the Parent or its Affiliates (except as otherwise set forth in this Section 5.09), shall terminate on the Closing Date without recourse by the Company and the Transferred Subsidiaries.

(c)Following the Closing Date, the Parent shall, and shall cause its Affiliates to, immediately cease and discontinue any and all uses of the Intellectual Property owned by or licensed to the Company and the Transferred Subsidiaries.

(d)As promptly as practicable after the Closing Date, and in no event later than ninety (90) days (or such longer period as required by a Governmental Authority) (the “Transitional Use Period”) after the Closing Date or as otherwise specified in this Section 5.09(d), the Acquiror shall, and shall cause its Affiliates to, destroy or exhaust all materials bearing the Parent Names and Marks, including signage, advertising, promotional materials, packaging, inventory, electronic materials, collateral goods, stationery, business cards, web sites, invoices, receipts, forms, product, training and service literature and materials, and other materials (“Materials”), and as promptly as practicable after the Closing Date, and in no event later than ninety (90) days, the Acquiror shall make all filings with any Governmental Authority to effect the elimination of any use of the Parent Names and Marks from corporate names and identities of the Company and the Transferred Subsidiaries and shall deliver a certificate to the Parent confirming such filings.  Except as otherwise provided in this Section 5.09, the Company and the Transferred Subsidiaries shall during the Transitional Use Period have the right to use such existing Materials solely as such Materials were used in connection with their existing businesses as of the Closing. The Acquiror, for itself and its Affiliates, agrees that the use of the Parent Names and Marks during the Transitional Use Period shall only be with respect to good and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Company and the Transferred Subsidiaries used the Parent Names and Marks immediately prior to the Closing.  The Acquiror, for itself and its Affiliates, agrees that after the Closing the Acquiror and its Affiliates shall not expressly, or by implication, do business as or represent themselves as the Parent or its Affiliates and shall use all reasonable efforts to ensure that there is no confusion that the Company and the Transferred Subsidiaries are no longer affiliated with the Parent or its Affiliates.

(e)The Acquiror, on behalf of itself and its Affiliates, agrees that irreparable damage would occur if this Section 5.09 were breached.

(f)With respect to the registered or applied for trademark registrations and domain name registrations incorporating both “AIG” and “United Guaranty” or “AIG” and “UG” set forth in Section 5.09(a) of the Parent Disclosure Schedule, the Parent shall expressly abandon such items as soon as practicable after the Closing.  The Parent acknowledges and agrees that the Parent and its Affiliates shall have no right to use the “United Guaranty” name or any Owned Intellectual Property after the Closing Date.  The Parent further agrees and acknowledges that, after the Closing Date, as between the Parent and its Affiliates, on the one hand, and the Company and the Transferred Subsidiaries, on the other hand, the Company and the Transferred

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Subsidiaries shall have the sole and exclusive right to use the “United Guaranty” name and mark in all jurisdictions throughout the world, and the Parent agrees, on behalf of itself and its Affiliates, not to oppose, challenge or otherwise hinder, directly or indirectly, the Acquiror, the Company or any of the Transferred Subsidiaries, or any of their successors or assigns, rights to register the Owned Intellectual Property in any jurisdiction, and shall cooperate with the Acquiror, the Company or any of the Transferred Subsidiaries to overcome any objections from relevant trademark registries to the extent based on the existence of the items disclosed in Section 5.09(a) of the Parent Disclosure Schedule.

Section 5.10.Certain Third Party Contracts of the Parent and the Company.

(a)With respect to any material Contract between a third party, on the one hand, and the Company or any of the Transferred Subsidiaries, on the other hand, to which the Parent or any of its Affiliates (excluding the Company and the Transferred Subsidiaries) is not a party, but under which the Parent or any of its Affiliates (excluding the Company and the Transferred Subsidiaries) may otherwise derive benefits, the Parent and its Affiliates shall use their commercially reasonable efforts to cause to occur, on or prior to the Closing, the termination, amendment, separation or other action such that the Company and any Transferred Subsidiary have no future liability or obligation under such Contract; provided that none of the Parent or any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party in connection with this Section 5.10(a).

(b)With respect to any material Contract between a third-party, on the one hand, and the Parent or any of its Affiliates, on the other hand, but under which the Company or any of the Transferred Subsidiaries may otherwise derive benefits, such as enterprise-wide licenses or “master agreements,” the parties shall cooperate in good faith and use their respective commercially reasonable efforts to cause to occur, on or prior to the Closing, amendment, separation, execution of a comparable Contract or other action such that the Company and the Transferred Subsidiaries continue to derive substantially comparable use and benefit of such Contract as was in place before such amendment, separation, new contract or other action; provided that none of the Parent or any of its Affiliates nor the Acquiror or any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party in connection with this Section 5.10(b).

(c)If the parties are unable to complete the actions contemplated in Section 5.10(a) or (b), the parties hereto agree that, from and after the Closing, (i) the Company and the Transferred Subsidiaries shall not have any rights, obligations or liabilities or be entitled to any benefits, under such Contracts and (ii) the Company and the Transferred Subsidiaries shall promptly reimburse and indemnify, defend and hold harmless the Parent or any of its Affiliates for any Losses relating to or arising out of the failure to obtain such consent or approval.

(d)For the avoidance of doubt, this Section 5.10, shall not apply to IT Contracts, which are covered pursuant to Section 5.22.

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Section 5.11.Parent Corporate Credit Card Program.  Concurrently with the Closing, the Parent and the Acquiror shall, and shall cause their respective Affiliates to, take such actions as may be necessary to terminate the participation of the Company and the Transferred Subsidiaries and their respective employees in the Credit Card Program.  From time to time following the Closing, the Acquiror shall cause the Company and the Transferred Subsidiaries to promptly reimburse and indemnify, defend and hold harmless the Parent or any of its Affiliates for any amounts incurred by the Parent or any of its Affiliates under the Credit Card Program on behalf of the Company or any of the Transferred Subsidiaries or their respective employees to the extent that the Parent and its Affiliates have not previously been reimbursed for such amounts.

Section 5.12.Company E&O Claims. Effective as of the Closing, (a) the Acquiror shall assume and discharge or perform when due, and shall be liable for and pay, and shall indemnify, defend and hold harmless the Parent and its Affiliates from and against, all debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims and (b) the Parent and its Affiliates shall no longer have any responsibility of any nature with respect to any Company E&O Claims.

Section 5.13.Parent Money Market Fund.  On or prior to the Closing, the Parent shall cause each of the Company and the Transferred Subsidiaries to transfer all of the funds of each of the Company and the Transferred Subsidiaries out of any money market fund maintained, owned, controlled, beneficially owned by the Parent or its Affiliates (or to which Parent or its Affiliates is the beneficiary) and transfer all such funds to the Company and the Transferred Subsidiaries; provided that all such funds shall be in cash in U.S. dollars or U.S. Treasuries.  The Parent shall, and shall cause its Affiliates to, use reasonable efforts to pay to the Company and/or the Transferred Subsidiaries within forty-five (45) days of the Closing Date any accrued and unpaid interest with respect to any such transferred funds.

Section 5.14.Acquiror Financing.

(a)The Acquiror will use commercially reasonable best efforts to take all actions reasonably necessary, proper or advisable to obtain the Financing on the terms and conditions described in the Bridge Loan Agreement, including using commercially reasonable best efforts (i) to maintain in effect the Bridge Loan Agreement in accordance with its terms and subject to the conditions there in and enforce its rights thereunder and (ii) to satisfy (or cause its Subsidiaries to satisfy) on a timely basis (taking into account the expected timing of the Marketing Period) all conditions to obtaining the Financing that are applicable to it as set forth in the Bridge Loan Agreement. In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Bridge Loan Agreement, the Acquiror shall promptly notify the Parent of such unavailability and, to its knowledge, the reason therefor, and the Acquiror shall use its commercially reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) in an amount sufficient, together with its other then available resources, to finance the Cash Consideration and to consummate the transactions contemplated hereby and on conditions to funding that are not materially less favorable, taken as a whole, to the Parent or the Acquiror (in the reasonable judgment of the Acquiror) than the conditions to funding set forth in the Bridge Loan Agreement.  The Acquiror shall deliver to the Parent true and complete copies

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of all agreements pursuant to which any such alternative source shall have committed to provide the Acquiror with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters may be redacted in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Alternative Financing).  The Acquiror shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, or the designation of a subsidiary borrower pursuant to, the Bridge Loan Agreement if such amendment, supplement, modification, waiver or designation of borrower (A) reduces the aggregate amount of the Financing, or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur, (III) reduce the aggregate amount of the commitments available under the Bridge Loan Agreement (except pursuant to the terms thereof in connection with any equity or debt offering or asset sale; it being understood that the Acquiror shall not optionally reduce the commitments under the Bridge Loan Agreement to an amount below the amount that is required, together with cash on hand and amounts available to be drawn under the Existing Revolving Credit Agreement, to pay the Cash Consideration, consummate the transactions contemplated by this Agreement and the other Transaction Agreements and satisfy all of the obligations of the Acquiror under this Agreement), (IV) adversely impact the ability of the Acquiror to consummate the transactions contemplated by this Agreement or the likelihood of the Acquiror doing so or (V) adversely impact the ability of the Acquiror to enforce its rights against other parties to the Bridge Loan Agreement or the other definitive agreements relating to the Financing. The Acquiror shall promptly deliver to the Parent copies of any amendment, supplement or other modification of the Bridge Loan Agreement.  The Acquiror shall give the Parent prompt written notice of (x) any material breach by any party to the Bridge Loan Agreement of which the Acquiror becomes aware or any termination of the Bridge Loan Agreement, or (y) any material dispute or disagreement between or among the Acquiror, on the one hand, and the Financing Sources on the other hand.  If at any time for any reason the Acquiror believes in good faith that it will not be able to obtain all or any portion of the Financing contemplated by the Bridge Loan Agreement, the Acquiror shall deliver prompt written notice to the Parent.  The Acquiror shall keep the Parent informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and provide to the Parent copies of all related documents promptly upon the request of the Parent (which may be redacted, if applicable, in a customary manner to remove the fee amounts and other terms that could not reasonably be expected to adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Financing).  In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Financing) by or to the Acquiror excuse the Acquiror from performance of any of its obligations hereunder. Notwithstanding anything to the contrary, the obligations of the Acquiror in this Section 5.14(a) relating to the Bridge Credit Agreement (or any Alternative Financing) shall not apply from and after the date on which the Acquiror shall have generated gross proceeds from Financing other than under the Bridge Loan Agreement of at least the aggregate amount of commitments under the Bridge Loan Agreement on the date hereof.

(b)The Parent agrees to use its commercially reasonable best efforts, and shall cause its Subsidiaries and their respective Representatives to use their commercially

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reasonable best efforts, to provide such customary cooperation as may be reasonably requested by the Acquiror to assist the Acquiror in the arrangement of the Financing, including using commercially reasonable best efforts in (i) assisting with the preparation of Offering Documents (and any supplements thereto), (ii) preparing and furnishing to the Acquiror and the Financing Sources as promptly as practicable all Required Information and all other available pertinent information and disclosures relating to the Company and the Transferred Subsidiaries (including UG Asia and its Subsidiaries) (including their businesses, operations, financial projections and prospects) as may be reasonably requested by the Acquiror to assist in preparation of the Offering Documents and any supplements thereto, including any financial statements, data or other information (A) of the type required by Regulation S-X or Regulation S-K, or (B) for the Acquiror to prepare pro forma financial information and for the Company’s independent auditors to provide comfort letters (including customary “negative assurances”), (iii) having appropriate members of senior management of the Company and its Representatives to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions, customary meetings and sessions with ratings agencies in connection with the Financing and reasonably cooperating with marketing efforts related to the Financing, including direct contact between such senior management and Representatives of the Company and the Transferred Subsidiaries and the Financing Sources and potential lenders and investors in the Financing, (iv) engaging the Company’s independent auditors using commercially reasonable best efforts to cause such auditors to deliver comfort letters and consents in connection with any Financing involving an offering of securities, (v) cooperating with the Financing Sources’ requests for due diligence to the extent customary and reasonable, (vi) providing, at least five Business Days prior to the Closing Date, all documentation and other information about the Company and each of the Transferred Subsidiaries to the extent requested at least ten Business Days prior to the Closing Date, that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act, and (vii) providing customary authorization letters to the Financing Sources to the extent requested.  The Parent will, upon request of the Acquiror, use its commercially reasonable best efforts to periodically update any information to be included in any Offering Document so that the Acquiror may ensure that such information, when taken as a whole, does not contain as of the time provided, giving effect to any supplements, any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading.  Nothing in this Section 5.14(b) shall require such cooperation to the extent it would (A) require the Parent or any of its Subsidiaries to pay any fees, incur or reimburse any costs or expenses, or otherwise incur any liability, in each case, to the extent the Acquiror does not have a reimbursement or indemnity obligation to the Parent or its Subsidiaries pursuant to this Section 5.14(b) (B) require the Parent or any of its Subsidiaries or their respective Representatives to (x) enter into any instrument or Contract that is effective prior to the occurrence of the Closing or that would be effective if the Closing does not occur or (y) adopt any resolution or otherwise take any corporate or similar action, (C) unreasonably interfere with the ongoing operations of the Parent or its Subsidiaries or (D) conflict with or violate laws or result in a contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material contract to which the Parent or any of its Subsidiaries is a party. The Acquiror shall promptly, upon the written request by the Parent, (i) reimburse the Parent for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ and accountants’ fees) incurred by the Parent or any of its Subsidiaries in connection with providing assistance requested by the

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Acquiror pursuant to this Section 5.14(b), and (ii) indemnify the Parent and its Subsidiaries for any damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with providing assistance requested by the Acquiror pursuant to this Section 5.14(b).  The Parent hereby consents to the use of the logos of the Company and the Transferred Subsidiaries in connection with the Financing; provided, however, that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Parent or any its Affiliates or the reputation or goodwill of the Parent or any of its Affiliates or any of their respective products, services, offerings or intellectual property rights.  Notwithstanding any other provision set forth herein or in any other agreement between the Parent and the Acquiror, the Parent agrees that the Acquiror may share non-public or confidential information regarding the Company and the Transferred Subsidiaries with the Financing Sources, and that the Acquiror and such Financing Sources may share such information with potential Financing Sources in connection with any marketing efforts (including any syndication) in connection with the Financing; provided, that the sharing of such information is in accordance with the Confidentiality Agreement or, prior to the receipt of such information, the recipient enters a non-disclosure agreement with the Acquiror regarding the receipt of such information on terms substantially similar to the Confidentiality Agreement or otherwise reasonably satisfactory to the Parent.

Section 5.15.Additional Separation Covenants.  Between the date hereof and the Closing Date, the parties agree to negotiate and good faith and finalize the terms of the Transition Services Agreement, with the goal of finalizing the Transition Services Agreement within sixty (60) days of the date of this Agreement.  The Transition Services Agreement will be substantially on the terms set forth in a term sheet to be negotiated within ten (10) Business Days of the date hereof in good faith by the parties based on the draft term sheet shared between the parties prior to the date of this Agreement. At or prior to the Closing, the parties or their applicable Affiliates providing or receiving services thereunder will enter into the Transition Services Agreement.

Section 5.16.Notification.

(a)Between the date hereof and the Closing Date, each of the Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of: (i) the occurrence or non-occurrence of any event that is reasonably likely to result in the failure of any condition to the Closing or result in a Company Material Adverse Effect or Acquiror Material Adverse Effect, as applicable and (ii) the receipt of any material notice or other communication from any third Person alleging that the approval, consent, authorization, permission or act of, or the making by the Parent, the Acquiror or any of their respective Affiliates, as the case may be, of any notices to or declaration, filing or registration with, such third Person is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such third Person; provided, however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or any failure of a condition to the Closing, or to otherwise limit or affect in any way the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 5.16(a) shall not result in a failure of any condition set forth in Article VIII or liability to any party

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hereto under Article VIII unless the underlying event or breach would independently result in the failure of such condition or such liability.

(b)Each of the Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of any Action that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by the Transaction Agreements; provided, however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 5.16(b) shall not result in a failure of any condition set forth in Article VIII.

Section 5.17.No Solicitation of Other Bids.  The Parent shall not, and shall cause the Company and the Transferred Subsidiaries not to, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal.  Immediately following the execution of this Agreement, Parent shall and shall cause the Company and the Transferred Subsidiaries to, and shall direct each of their respective Affiliates and representatives to,  terminate any existing discussions or negotiations with any Persons, other than Acquiror (and its Affiliates and representatives), concerning any Acquisition Proposal and to terminate all physical and electronic data room access previously granted to any Persons other than Acquiror and its Affiliates and Representatives in any Acquisition Proposal.

In addition to the other obligations under this Section 5.17, Parent shall promptly (and in any event within three Business Days after receipt thereof by the Company, Parent or their respective Representatives) advise Acquiror orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

Section 5.18.Non-Competition; Non-Solicitation; No-Hire.

(a)For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong (the “Restricted Activity”).

(b)Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement):

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(i)acquiring and holding securities issued by the Acquiror or its Affiliates;

(ii)brokerage and securities trading activities;

(iii)proprietary and third party fund and asset management activities;

(iv)financial services and insurance activities other than the Restricted Activity;

(v)consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements;

(vi)(A) the insurance subsidiaries of the Parent engaging in ordinary course investing activities and (B) the Parent Entities otherwise acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes;

(vii)merging, consolidating or otherwise engaging in a business combination with, or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and

(viii)purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any Person engaged in the Restricted Activity and continuing to engage in such Restricted Activity (provided, that (A) such existing Restricted Activity shall not represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired or (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or

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business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less).

(c)For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred to the Company or a Transferred Subsidiary pursuant to Section 6.01(b); provided, however,  that the foregoing shall not prohibit (i) general solicitations (including by third party recruiter contacts) or advertisements of employment (or hiring as a result thereof) not specifically directed at such persons, or (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly or indirectly soliciting for employment, employing or retaining the services of any Person whose employment with the Company or any Transferred Subsidiary was terminated after six (6) months from the date of such termination.

(d)The parties hereto acknowledge that the covenants set forth in this Section 5.18(d) are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement.

(e)The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e), including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled.

Section 5.19.Certain Swap Arrangements. Effective as of the Closing, Acquiror will use its reasonable best efforts to assume or to cause an Affiliate of Acquiror to assume the contracts set forth on Section 3.18(c) of the Parent Disclosure Schedule.

Section 5.20.Mutual Release.

(a)Effective as of the Closing, the Parent, for itself and on behalf of its Subsidiaries and its and their successors, heirs and executors (each, a “Parent Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs,

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counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Parent Releasor has, may have or might have or may assert now or in the future, against the Company and the Transferred Subsidiaries and their respective successors, assigns, heirs, executors, officers, directors, partners and employees (in each case in their capacity as such) (each, a “Company Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date; provided, however, that nothing contained in this Section 5.20(a) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent related to or arising out of (i) any intercompany receivable or payable set forth in Section 5.08(a) of the Parent Disclosure Schedule, (ii) any Intercompany Agreement set forth in Section 5.08(b) of the Parent Disclosure Schedule, (iii) the Quota Share Agreement or (iv) the Net Worth Maintenance Agreement (subject to the limitations set forth in Section 5.08(d)).  The foregoing release shall not apply to any claim arising under the terms of any Transaction Agreement or any claim alleging fraud or intentional misconduct.  The Parent shall, and shall cause each Parent Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Company Releasee based upon any matter released pursuant to this Section 5.20(a).  The parties hereto hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by any Parent Releasor or Company Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted.

(b)Effective as of the Closing, the Acquiror, for itself and on behalf of its Affiliates and its and their successors, heirs and executors (each, an “Acquiror Releasor”), to irrevocably, knowingly and voluntarily release, discharge and forever waive and relinquish all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Acquiror Releasor has, may have or might have or may assert now or in the future, against any of the Parent and its Affiliates and their respective successors, assigns, heirs, executors, officers, directors, partners and employees (in each case in their capacity as such) (each, a “Parent Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Closing Date; provided, however, that, with respect to the Acquiror Releasors that are not the Company or the Transferred Subsidiaries or their respective successors, heirs or executors, nothing in this Section 5.20(b) shall release, waive, discharge or otherwise affect the rights or obligations of any such party to the extent such rights or obligations do not arise out of any claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions or causes of action the Company or the Transferred Subsidiaries may have had against any Parent Releasee prior to the Closing Date; and provided, further, that nothing contained in this Section 5.20(b) shall release, discharge, waive or otherwise affect the rights or obligations of any party to the extent related to or arising out of (i) any intercompany receivable or payable set forth in Section 5.08(a) of the Parent Disclosure Schedule, (ii) any Intercompany Agreement set forth in Section 5.08(b) of the Parent Disclosure Schedule, (iii) the Quota Share Agreement or (iv) the Net Worth Maintenance Agreement (subject to the limitations set forth in Section 5.08(d)).  The foregoing release shall not apply to any claim arising under the terms of any Transaction

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Agreement or any claim alleging fraud or intentional misconduct.  The Acquiror shall, and shall cause each Acquiror Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Parent Releasee based upon any matter released pursuant to this Section 5.20(b).  The parties hereto hereby acknowledge and agree that the execution of this Agreement shall not constitute an acknowledgment of or an admission by any Acquiror Releasor or Parent Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted.

For the avoidance of doubt, notwithstanding anything to the contrary in this Section 5.20, the releases set forth in this Section 5.20 shall not release any claims of either Party pursuant to the provisions of Article VII or Article X herein.

Section 5.21.Pre-Closing Intellectual Property Transfers. On or prior to the Closing Date, (a) the Parent shall, and shall cause, the assignment and transfer to the Company or the Transferred Subsidiaries of any and all right, title and interest held by the Parent or any retained Affiliate in and to the Owned Intellectual Property and all other Intellectual Property and (b) the Parent shall promptly file for recordal with the applicable Intellectual Property registries, including the United States Patent and Trademark Office and domain name registrars, all instruments and other documents to record the transfer of such ownership with respect to the Owned Registered Intellectual Property at the Parent’s sole cost and expense.

Section 5.22.Information Technology Contracts.

(a)As used herein, “IT Contracts” means all Contracts relating to Company IT Systems, whether the Company or any Transferred Subsidiary is a party to such Contract, or otherwise takes the benefits or rights under such Contract as an Affiliate of the Parent or any other Affiliates of the Parent, such as enterprise-wide licenses or “master” agreements.

(b)The Parties shall cooperate and use commercially reasonable efforts to obtain consents, solely with respect to IT Contracts to which the Company or any Transferred Subsidiary is a party, or new licenses from applicable third parties to enable the Company and the Transferred Subsidiaries to have, on and after the Closing Date, substantially the same rights, use or benefit they have under such IT Contracts as of the Closing Date.  With respect to any IT Contract that expires or is terminated between the date of this Agreement and the Closing Date, or otherwise the Company or any of the Transferred Subsidiaries will no longer, as of the Closing Date, derive any benefits, use or rights under such IT Contract on substantially the same scope as prior to the Closing Date (each a “Non-Transferred IT Contract”), the Acquiror (acting on behalf of itself or the Company or any Transferred Subsidiary) shall have sole right and responsibility to obtain replacement or substitute Contracts for the Non-Transferred IT Contracts.  The Acquiror acknowledges and agrees that such replacement or substitute Contracts for the Non-Transferred IT Contracts may include the incurrence of increased costs.  The Parent shall use its reasonable best efforts to cooperate in connection with such efforts by the Acquiror, including by causing the Company and the Transferred Subsidiaries to promptly provide information reasonably requested in writing by the Acquiror to enable the Acquiror to determine the amount of licenses, users or workstations or similar metrics, as applicable, required by the Company and the Transferred Subsidiaries pursuant to each Non-Transferred IT Contract.

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(c)All IT Acquisition Costs (as defined below) incurred by the Acquiror (or as the case may be, the Company or any of the Transferred Subsidiaries) on and after the Closing Date in connection with such replacement or substitute IT Contracts shall be borne solely by the Acquiror up to an amount consistent with maintenance and licensing costs for IT Contracts of the Company and the Transferred Subsidiaries for the twelve (12) month period ending on June 30, 2016 to be mutually agreed in good faith by the parties within ten (10) Business Days of this Agreement. The Parties agree that all IT Acquisition Costs incurred by the Acquiror in excess of such amount shall be equally (50/50 percent) shared by the Acquiror and the Parent. Parent shall pay its share of the IT Acquisition Costs promptly upon request by the Acquiror (but in any event within five (5) Business Days of such request), in immediately available funds, to the account(s) designated by the Acquiror.   For the purposes hereof, “IT Acquisition Costs” shall mean any fees and costs payable to third parties in connection with replacement or substitute IT Contracts.

Section 5.23.Certain Run-Off Entities.  The Parent shall use its reasonable best efforts to cause the Company or a Transferred Subsidiary, as applicable, to dividend or contribute to the Parent (or its Affiliate, which for purpose of this Section 5.23 shall not include the Company or a Transferred Subsidiary) prior to the Closing the Run-Off UGC Entities. If Parent is unable to dividend or contribute the Run-Off UGC Entities, the Acquiror shall be permitted to assign to any Subsidiary of the Acquiror the Acquiror’s right to acquire the Run-Off UGC Entities.

Section 5.24.Investment Assets.  The Parent shall use its commercially reasonable efforts to cause, subject to fiduciary duties and obligations and applicable Law, the Company and the Transferred Subsidiaries to hold as of the Closing no more than $50.0 million in the aggregate of Investment Assets that are Private Securities.

Section 5.25.Further Action.  The Parent and the Acquiror and their respective Affiliates shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of the Transaction Agreements and give effect to the transactions contemplated by the Transaction Agreements.

ARTICLE VI

EMPLOYEE MATTERS

Section 6.01.Employee Matters.

(a)Except as otherwise expressly provided in this Section 6.01, as of the Closing Date, the Parent shall cause the Company and the Transferred Subsidiaries to terminate their participation in each Parent Benefit Plan that is not a Company Benefit Plan, and in no event shall any Employee be entitled to accrue any benefits under such Parent Benefit Plans with respect to services rendered or compensation paid on or after the Closing Date.  The parties hereto agree that the Company and the Transferred Subsidiaries shall retain all rights and obligations under each Company Benefit Plan on and after the Closing Date.  The Parent shall, or shall cause its Affiliates to, take all actions necessary so that (i) as of the Closing Date, only

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Employees or former employees of the Company or a Transferred Subsidiary (including their dependents, spouses, or beneficiaries) are participants in (or otherwise have any rights with respect to) the Company Benefit Plans and (ii)  except as expressly provided in this Agreement, neither the Acquiror nor any of its Affiliates shall have or assume any assets related to, obligations under or liabilities with respect to (and the Acquiror and its Affiliates shall be indemnified and held harmless with respect to) any Parent Benefit Plan other than a Company Benefit Plan.

(b)Prior to the Closing Date, subject to the written consent of the Acquiror (which shall not be unreasonably withheld or delayed) other than as set forth in Section 6.01(b) of the Parent Disclosure Schedule (i) the employment of each employee of the Parent or any of its Affiliates whose duties relate primarily to the Business and who at such time is not already employed by the Company or a Transferred Subsidiary shall be transferred to the Company or such Transferred Subsidiary (other than an employee who is on (A) long-term disability or other unpaid medical leave or (B) leave due to a workplace injury covered by a workers’ compensation policy or program incurred more than six months prior to the Closing Date; provided, however, to the extent the failure to transfer any such employee violates applicable Law, as determined by the Parent in good faith and in consultation with the Acquiror, such employee shall be transferred to the Company or a Transferred Subsidiary in accordance with this Section 6.01(b)) and (ii) the employment of each employee of the Company or a Transferred Subsidiary whose duties do not relate primarily to the Business shall be transferred to the Parent or an Affiliate of the Parent (other than the Company and the Transferred Subsidiaries).  Parent shall assume any and all obligations for and shall pay, or cause its Affiliates to assume any and all obligation for and pay, any severance or other obligations that arise as a result of the transfer (or termination) of any employee of the Company or a Transferred Subsidiary to be transferred as described in this Section 6.01(b) and shall assume and indemnify and hold Acquiror, the Company and the Transferred Subsidiaries harmless from any and all such liabilities.  For the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Acquiror shall take all action necessary to provide that during each Employee’s employment with the Acquiror or any of its Affiliates during such period, (A) such Employee shall receive base compensation at a rate not less than such Employee’s base compensation as in effect immediately prior to the Closing Date, (B) such Employee shall be eligible for total incentive compensation opportunities that are substantially comparable in the aggregate to the total incentive compensation opportunities provided to similarly situated employees of the Acquiror and its Affiliates and (C) such Employee shall be eligible for employee benefits that are substantially comparable in the aggregate to the employee benefits provided to similarly situated employees of the Acquiror and its Affiliates. The parties agree to discuss in good faith between the date hereof and the Closing the potential transfer on mutually agreeable terms to the Acquiror of certain employees of the Parent’s Philippine Affiliates who support the Business.

(c)For purposes of determining eligibility, vesting, benefit accruals and benefit levels under all benefit plans, programs and arrangements maintained by the Acquiror or its Affiliates, the Acquiror shall give each Employee full credit for such Employee’s service with the Parent, the Company or any Transferred Subsidiary and their respective Affiliates to the same extent recognized by the Parent, the Company or any Transferred Subsidiary and their respective Affiliates immediately prior to the Closing Date, except with respect to defined benefit plan accruals or to the extent such credit would result in a duplication of benefits for the

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same period of service.  In addition, the Acquiror shall use commercially reasonable efforts to cause (i) each Employee to be immediately eligible to participate, without any waiting time, in any and all benefit plans established or maintained by the Acquiror to the extent coverage under any such plan is replacing comparable coverage under a Parent Benefit Plan in which such Employee participated immediately before the Closing, (ii) for purposes of each benefit plan maintained by the Acquiror providing medical, dental, pharmaceutical and/or vision benefits to any Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such plan to be waived for such Employee and his or her covered dependents, and (iii) any eligible expenses incurred by any Employee and his or her covered dependents during the portion of the plan year of the corresponding Parent Benefit Plan ending on the Closing Date to be taken into account under the benefit plan of the Acquiror for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year.

(d)The Acquiror shall cause the Company and the Transferred Subsidiaries to recognize and provide all accrued but unused vacation and sick pay of the Employees as of the Closing Date.  Notwithstanding the foregoing, in the event that the Parent or one of its Affiliates is required under applicable Law to make a payment in settlement of accrued vacation or paid time off of an Employee, the Acquiror shall reimburse and hold harmless the Parent and its Affiliates for such payment.

(e)From and after the Closing Date, the Acquiror shall assume any and all obligation for and shall pay, or cause the Company and the Transferred Subsidiaries to assume any and all obligation for and pay, any retention bonuses in an aggregate amount not to exceed the amount set forth on Section 6.01(e) of the Parent Disclosure Schedule and any annual incentive bonuses under the annual incentive bonus plans set forth on Section 6.01(e) of the Parent Disclosure Schedule, whether the obligation therefor arises before, after or as a result of the Closing, payable to any Employee pursuant to the terms of the bonus plans in effect immediately prior to the Closing Date and applicable to such Employees (in each case to the extent not paid by the Parent or any of its Affiliates, the Company or the Transferred Subsidiaries prior to the Closing).   In furtherance of the foregoing, the Acquiror shall pay, or shall cause the Company or the Transferred Subsidiaries to pay, an aggregate amount in bonuses in respect of the foregoing plans and arrangements that is no less than the amount accrued on the Reference Balance Sheet (as adjusted through the Closing Date in accordance with GAAP applied on a consistent basis).  From and after the Closing Date, neither the Parent nor any of its Affiliates shall retain any responsibility for such payment obligations, regardless of when such amounts were earned or accrued.  Notwithstanding the foregoing, the Acquiror’s obligation under this Section 6.01(e) shall include an obligation by the Acquiror to pay any Employee who experiences a termination of employment with the Acquiror or its Affiliates (including the Company and the Transferred Subsidiaries) on or after the Closing Date any annual incentive bonus amount to which he or she would have been entitled on such a termination of employment under the terms of the applicable bonus plan set forth on Section 6.01(e) of the Parent Disclosure Schedule as in effect immediately prior to the Closing Date.

(f)The Parent shall retain the responsibility for payment of all covered medical, dental, life insurance and long-term disability claims or expenses pursuant to the Parent Benefit Plans (other than any Company Benefit Plan) incurred by any Employee prior to the

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Closing Date, and the Acquiror shall not assume nor shall the Company nor any of the Transferred Subsidiaries be responsible for any liability with respect to such claims.  The Acquiror shall remit to the Parent all Employee premiums due for medical, dental, life insurance and long-term disability coverage attributable to the period prior to the Closing Date, but which, as of the Closing Date, had not been collected and remitted to the Parent or an Affiliate of the Parent (other than the Company and the Transferred Subsidiaries).  With respect to the Employees, on and after the Closing Date, the Acquiror, the Company and the Transferred Subsidiaries shall have the liability and obligation for, and neither the Parent nor any of its Affiliates shall have any liability or obligation for (i) any medical, dental, life insurance, long-term disability or other welfare benefit claims incurred on or after the Closing Date or (ii) any short-term disability, sick pay or salary continuation benefits (and, for purposes of this provision, payments to an Employee in excess of insured workers’ compensation benefits shall be considered salary continuation benefits), provided that such liability and obligation of the Acquiror, the Company and the Transferred Subsidiaries shall not include any long-term disability benefits that are provided under the Parent’s long-term disability plan with respect to any Employee (1) whose disability commenced prior to the Closing Date and (2) who has continued to pay the applicable long-term disability premiums under the Parent’s long-term disability policy for the period beginning on the Closing Date and ending on the date that such Employee is eligible for long-term disability benefits under such long-term disability plan (and the Parent shall accept such premium payment from, and cause such long-term disability benefits to be provided to, any Employee who satisfies clauses (1) and (2) of this proviso).  For purposes of this Section 6.01(f), a claim or expense shall be deemed to have been incurred as follows: (i) for health, dental and prescription drug claims, upon provision of each such service, (ii) for life, accidental death and dismemberment and business travel accident insurance claims, upon the death or accident giving rise to such claims, (iii) for hospital-provided health, dental, prescription drug claims or the claims which become payable with respect to any hospital confinement, upon commencement of such confinement, except that the Parent’s liability for such claims shall not extend to costs unrelated to the original condition requiring the hospital confinement, and (iv) for short-term and long-term disability claims, upon the injury or condition giving rise to such claims, regardless of whether such claims are made and/or identified prior to or after the Closing Date.

(g)The Acquiror shall be responsible for providing the continuation of group health coverage required by Section 4980B(f) of the Code to any Employee (and in each case their qualified beneficiaries) whose “qualifying event” within the meaning of Section 4980B(f) of the Code occurs after the Closing Date.  The Parent shall be responsible for providing the continuation of group health coverage required by Section 4980B(f) of the Code to any Employee or former employee of the Company or any of the Transferred Subsidiaries (and in each case their qualified beneficiaries) whose “qualifying event” within the meaning of Section 4980B(f) of the Code occurs on or before the Closing Date.

(h)The Acquiror shall, and shall cause the Company and the Transferred Subsidiaries to, and each of them hereby does, assume all liability and obligation for, and neither the Parent nor any of its Affiliates shall retain any liability or obligation for, (i) severance pay and obligations payable to any former employee of the Company or any of the Transferred Subsidiaries who, as of the Closing Date, is receiving or due to receive severance payments and benefits from the Parent or any of its Affiliates or the Company or any of the Transferred

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Subsidiaries from and after the Closing Date under the applicable severance plan listed in Section 6.01(h) of the Parent Disclosure Schedule and (ii) severance pay and obligations payable to any Employee who is terminated by the Acquiror, the Company or any Transferred Subsidiary on or after the Closing Date.  With respect to any Employee whose employment is terminated by the Acquiror or any of its Affiliates during the 12-month period immediately following the Closing Date, the Acquiror shall provide, or shall cause its Affiliates to provide, severance benefits to such Employee, which shall be determined and payable in accordance with either (A) the severance benefit plan listed in Section 6.01(h) of the Parent Disclosure Schedule maintained by the Parent or any of its Affiliates for the benefit of such Employee immediately prior to the Closing Date or (B) the severance benefit plan maintained for similarly situated employees of the Acquiror and its Affiliates at the time of such Employee’s termination of employment, whichever is more favorable to the Employee, in each case taking into account all service with the Parent, the Acquiror and their respective Affiliates in determining the amount of severance benefits payable.

(i)The Parent shall retain the obligation and liability for any workers’ compensation or similar workers’ protection claims of any Employee or former employee of the Company or any of the Transferred Subsidiaries incurred prior to the Closing Date.  The Acquiror shall, and shall cause the Company and the Transferred Subsidiaries to, assume the obligation and liability for any workers’ compensation or similar workers’ protection claims of any Employee incurred on or after the Closing Date.

(j)The Acquiror shall make available to the Employees a flexible spending account plan for medical and dependent care expenses under a new or existing plan established or maintained under Section 125 and Section 129 of the Code (“Acquiror’s FSA”), effective as of the Closing Date.  As of the Closing Date, (i) the Acquiror shall credit the applicable account under the Acquiror’s FSA of each Employee participating in the Parent Benefit Plan maintained pursuant to Section 125 and Section 129 of the Code (“Parent’s FSA”) with an amount equal to the balance of such Employee’s account under the Parent’s FSA immediately prior to the Closing Date, (ii), as applicable, (A) the Parent shall transfer (or cause to be transferred) to the Acquiror within thirty (30) days after the Closing Date a cash payment equal to the excess, if any, of the aggregate amount withheld from Employees’ compensation under the Parent’s FSA for the plan year in which the Closing Date occurs over the aggregate amount of reimbursements paid to Employees under the Parent’s FSA for such plan year or (B) the Acquiror shall transfer to the Parent a cash payment equal to the excess, if any, of the aggregate amount of reimbursements paid to Employees under the Parent’s FSA for the plan year in which Closing Date occurs over the aggregate amount withheld from Employees’ compensation under the Parent’s FSA for such plan year, and (iii) the Parent shall be relieved of any further rights or obligations to the Employees under the Parent’s FSA.  The Acquiror and the Parent intend that the actions to be taken pursuant to this Section 6.01(j) be treated as an assumption by the Acquiror of the portion of the Parent’s FSA and the elections made thereunder attributable to such Employees. For the avoidance of doubt, in no event shall the Parent have any liability or obligation under the Acquiror’s FSA.

(k)Prior to the Closing Date and thereafter (as applicable), the Acquiror shall take any and all actions as may be required, including amendments to, or the establishment of, a Tax-qualified defined contribution retirement plan designated by the Acquiror in which

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Employees will participate (the “Acquiror’s 401(k) Plan”) to permit each Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in an amount in cash and participant notes evidencing plan loans equal to the full account balance distributed or distributable to such Employee from the American International Group, Inc. Incentive Savings Plan (the “Parent’s 401(k) Plan”) to the Acquiror’s 401(k) Plan.  As soon as practicable following the Closing Date, the Parent shall take all necessary actions to ensure that contributions (including salary deferrals and matching contributions) are made to the Employees’ accounts in the Parent’s 401(k) Plan with respect to the period of service ending on the Closing Date and without regard to any last day or minimum hours of service requirements.

(l)Effective as of the Closing Date, the Parent shall vest the unvested accrued benefits, if any, of the Employees who participated in the Parent’s tax-qualified defined benefit pension plan, and the Acquiror shall reimburse the Parent for the incremental liability associated with such accelerated vesting (as determined in good faith by the Parent’s actuary in accordance with the terms of such pension plan) by cash payment not to exceed $200,000 on the Closing Date. Effective as of the Closing Date, the Parent agrees to vest the unvested accrued benefits of any Employees under the American International Group, Inc. Non-Qualified Retirement Income Plan (as amended) (“Parent’s Nonqualified Plan”), and Acquiror shall make a cash payment to the Parent on the Closing Date in an amount equal to the lesser of (i) $2,000,000 or (ii) the present value of all vested benefits (including those accelerated in accordance with the preceding clause) held by such employees under Parent’s Nonqualified Plan determined as of the date and in accordance with the methodology set forth in Section 6.01(l) of the Parent Disclosure Schedule.

(m)Prior to the Closing, prior to making any written or oral communications to the directors, officers or employees of the Company or any of the Transferred Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Acquiror, the Company or the Transferred Subsidiaries shall provide the Parent, or, except for any communication made by the Parent to all U.S. employees of the Parent, the Parent, the Company or the Transferred Subsidiaries shall provide the Acquiror, as the case may be, with a copy of the intended communication.  Except for any communication made by the Parent to all U.S. employees of the Parent, the Parent or the Acquiror, as applicable, shall have a reasonable period of time to review and comment on the communication and the Parent and the Company or the Transferred Subsidiaries shall cooperate in providing any such mutually agreeable communication.  Notwithstanding the foregoing, the Company or the Transferred Subsidiaries need not provide the Acquiror with any communication consistent with the terms set forth in this Agreement. The parties agree to cooperate in good faith with and to give each other party reasonable information about each other’s benefit programs applicable to Employees to facilitate compliance with this Section 6.01.

(n)The Acquiror and the Parent acknowledge and agree that all provisions contained in this Section 6.01 are included for the sole benefit of the Acquiror and the Parent and nothing contained herein shall (i) be construed as an amendment to any employee benefit plan or program, (ii) create any third party beneficiary or other rights in any other Person, including any employee or former employee of any of the Acquiror, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates, or any dependent or beneficiary thereof, or (iii)

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otherwise obligate the Acquiror or the Parent or any of their respective Affiliates to maintain any particular employee benefit plan or retain the employment of any particular employee following the Closing Date.

(o)Except to the extent prohibited by applicable Law, the Parent will deliver to the Acquiror not later than thirty (30) business days prior to Closing a true, correct and complete list, as of such date, setting forth for each Employee based in the United States: (A) the Employee’s specific employing entity; (B) the Employee’s date of hire; (C) the Employee’s titles or positions; (D) the Employee’s base salary or base wage rate; (E) the Employee’s target annual bonus or commission opportunities and target long-term incentive opportunities, if applicable; (F) the Employee’s status as “exempt” or “nonexempt” for overtime eligibility purposes; (G) the Employee’s main work location; and (H) the Employee’s pay grade.

ARTICLE VII

TAX MATTERS

Section 7.01.Tax Returns.

(a)In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.

(b)The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a).  The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing.  The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns.   In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return.  If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return,

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in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return.  If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return.  If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor.  The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.

Section 7.02.Tax Period Allocations.

(a)For all purposes of this Agreement, whenever it is necessary to determine the portion of any Taxes of the Company and the Transferred Subsidiaries that, in the case of any Taxable period beginning on or before and ending after the Closing Date, are allocated to the portion of such period ending on the Closing Date or the portion of such period beginning on the day after the Closing Date, the determination shall be made, (i) in the case of any property or other ad valorem Taxes which are imposed on a periodic basis, ratably on a per diem basis, and (ii) in the case of any other Taxes, based on an interim closing of the books of the Company and the Transferred Subsidiaries as of the end of the Closing Date (in the case of premium Tax credits, such credits are to be apportioned on the same basis as the premium is allocated pursuant to this sentence).  All partnership items of Irving Partners Limited Partnership allocable to the Company or a Transferred Subsidiary shall be apportioned between the Taxable period (or portion thereof) ending on the Closing Date and the Taxable period (or portion thereof) beginning after the Closing Date as if the Company or the Transferred Subsidiary (as applicable) that holds an interest in Irving Partners Limited Partnership had sold or exchanged its entire interest in such entity on the Closing Date.

Section 7.03.Tax Indemnity.

(a)After the Closing and subject to this Article VII, the Parent shall indemnify, defend and hold harmless the Acquiror Indemnified Parties (as defined below) from and against, and reimburse any Acquiror Indemnified Parties for, all Losses that any Acquiror Indemnified Party may at any time suffer or incur, or become subject to, as a result of any Taxes (i) imposed on or with respect to the Company or any of the Transferred Subsidiaries with respect to any Pre-Closing Taxable Period (including as a result of the Section 338(h)(10) Election), (ii) of any Person (other than the Company or any of the Transferred Subsidiaries) for which the Company or any of the Transferred Subsidiaries become liable (A) as a result of Treasury Regulation Section 1.1502-6 or 1.1502-78 (or any similar provision of state, local or foreign Law) as a result of a relationship or arrangement in existence at any time prior to the Closing or (B) as a result of any event or transaction occurring on or prior to the Closing Date, as a transferee or successor, by operation of Law, or by reason of a Contract that was entered into by the Company or a Transferred Subsidiary on or prior to the Closing Date (other than a

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Contract that was entered into in the Ordinary Course of Business which does not primarily relate to Taxes; provided that Losses suffered as a result of a Contract relating to the acquisition or disposition (including by way of spin-off or split-off) of entities or substantially all of the assets of an entity that includes an obligation to make payments in respect of Tax shall be indemnifiable, or (iii) resulting from any breach by the Parent or any of its Affiliates of any covenant in this Article VII.

(b)After the Closing and subject to this Article VII, the Acquiror shall indemnify, defend and hold harmless the Parent Indemnified Parties (as defined below) from and against, and reimburse any Parent Indemnified Parties for, all Losses that any Parent Indemnified Party may at any time suffer or incur, or become subject to, as a result of any (i) Taxes imposed on or with respect to the Company or any of the Transferred Subsidiaries with respect to any Post-Closing Taxable Period, (ii) Taxes of any Person (other than the Company or any of the Transferred Subsidiaries) for which any Parent Indemnified Party becomes liable (A) as a result of Treasury Regulation Section 1.1502-6 or 1.1502-78 (or any similar provision of state, local or foreign law) as a result of a relationship or arrangement arising upon or after the Closing between the Acquiror (or its Affiliates), the Company and/or any of the Transferred Subsidiaries or (B) as a result of any event or transaction occurring after the Closing Date, as a transferee or successor because of a relationship or arrangement between the Acquiror (or its Affiliates), the Company and/or any of the Transferred Subsidiaries, by operation of Law, or by reason of a Contract that is entered into by the Company and/or any of the Transferred Subsidiaries after the Closing Date (other than a Contract that is entered into in the Ordinary Course of Business which does not primarily relate to Taxes; provided that Losses suffered as a result of a Contract relating to the acquisition or disposition (including by way of spin-off or split-off) of entities or substantially all of the assets of an entity that includes an obligation to make payments in respect of Tax shall be indemnifiable), (iii) Taxes resulting from any breach by the Acquiror or any of its Affiliates of any covenant in this Article VII or (iv) Subpart F Hike Taxes; provided, however, that, notwithstanding anything to the contrary in this Section 7.03(b), the Acquiror shall not indemnify, defend or hold harmless the Parent Indemnified Parties from and against, or reimburse any Parent Indemnified Parties for, any Losses for which the Parent is responsible under Section 7.03(a) (but, for the avoidance of doubt, Subpart F Hike Taxes are not Taxes for which the Parent is responsible pursuant to Section 7.03(a) of this Agreement).

(c)If the Closing Date occurs after January 30, 2017, on March 1, 2018, the Acquiror shall deliver to the Parent (i) a schedule setting forth the amounts includible in income pursuant to Section 951(a)(1) of the Code for the taxable year ended December 31, 2017 with respect to UG Asia (the “2017 Subpart F Schedule”) and (ii) a schedule setting forth the amounts includible in income pursuant to Section 951(a)(1) of the Code for the portion of the 2017 taxable year ending on the Closing Date (assuming the taxable year of UG Asia terminates on the Closing Date) (the “2017 Stub Subpart F Schedule” and together with the 2017 Subpart F Schedule, the “Subpart F Schedules”, and each, a “Subpart F Schedule”).  No later than March 30, 2018, the Parent shall notify the Acquiror in writing of any objection the Parent may have to the amounts shown therein, setting forth in reasonable detail the basis for such objection.  The Parent and the Acquiror shall seek in good faith to resolve any differences that they may have with respect to the Subpart F Schedules.  In the event that the Parent and the Acquiror are unable to reach a mutual agreement on either or both Subpart F Schedules by April 15, 2018, the Parent and the Acquiror shall appoint an Expert, selected pursuant to the Expert Selection Process, to

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determine the amounts and shall share its fees equally.  The determination of the Expert shall be binding on the Parent and the Acquiror.  The “Subpart F Hike Taxes” shall be the greater of (i) zero and (ii) 35% of the excess of (X) the amount shown as includible in income pursuant to Section 951(a)(1) of the Code on the 2017 Subpart F Schedule multiplied by the ratio of (I) the number of days in 2017 ending with and including the Closing Date to (II) 365 over (Y) the amount shown as includible in income pursuant to Section 951(a)(1) of the Code on the 2017 Stub Subpart F Schedule.  If, as a result of an IRS audit or administrative proceeding or a court proceeding occurring after the Subpart F Schedules have been finalized, the amounts includible in income shown on such schedules would, if such schedules reflected the outcome of such audit or proceeding, differ from the amounts actually shown on such schedules because of facts that were not taken into account in preparing such schedules, such schedules shall be amended (using the same methodology and analogous schedules as those outlined in the prior sentences of this Section 7.03(c)) and the amount of Subpart F Hike Taxes shall be recalculated, with the Parent refunding to the Acquiror any decrease therein and the Acquiror paying to the Parent any increase therein.

(d)Notwithstanding anything to the contrary contained herein, the Acquiror shall file or cause to be filed all Tax Returns and other documentation with respect to any transfer, documentary, stamp or other similar Taxes that are required to be filed and any recording or filing fees, including interest or penalties thereon, in each case arising from the purchase and sale contemplated pursuant to this Agreement (any such Taxes, fees, interest and penalties, “Transfer Taxes”).  Any such Transfer Taxes, and the costs for preparing and filing all such Tax Returns, shall be borne equally by the Parent and the Acquiror.  If required by applicable Law, Parent shall, and shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.  The Parent and the Acquiror shall reasonably cooperate in obtaining any available exemptions from and minimizing any applicable Transfer Taxes.

Section 7.04.Tax Refunds. The Parent or the Acquiror shall be entitled to any refund of Taxes (whether in the form of cash received or a credit against Taxes otherwise payable) for which it is responsible under this Agreement; provided, however, that the Acquiror shall be entitled to any refund of any Tax of UG Asia that is attributable to any carryback from any Post-Closing Taxable Period of UG Asia.  The Person receiving such refund shall promptly remit such refund to the Parent or the Acquiror, as applicable (or, if the refund is in the form of a credit, the amount of such credit shall be paid to the Parent or the Acquiror, as applicable, ten (10) days after the due date of the Tax Return claiming such credit).

Section 7.05.Post-Closing Acquiror Conduct.

(a)Without the prior written consent of the Parent, which consent may be withheld in the sole discretion of the Parent, none of the Acquiror or any Affiliate of the Acquiror shall, or shall cause or permit the Company or any Transferred Subsidiary to, to the extent relating to the Company or any Transferred Subsidiary with respect to any Pre-Closing Taxable Periods, (i) amend, re-file or otherwise modify (or waive, or grant an extension of, any statute of limitation with respect to) any Tax Return, (ii) self-assess a Tax, (iii) engage in any voluntary disclosures or discussions with any Tax Authority regarding any Tax or Tax Returns, (iv) file any private letter ruling or similar request with respect to Taxes or Tax Returns, or (v) change any election or other practice or procedure that could have an impact on Taxes or Tax

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Returns. Changes of “practice or procedure” for purposes of clause (v) of the immediately preceding sentence shall not include any practice or procedure (1) required by applicable Law or this Agreement, (2) to the extent consistent with the past practice of the Company and the Transferred Subsidiaries, (3) to the extent reflected on a Tax Return that is the subject of Section 7.01(b) or (4) relating to a Tax Return that is filed after the Closing Date and that reflects solely events, matters, and activities occurring or relevant after the Closing Date and does not reflect any events, matters, or activities occurring or relevant before the Closing Date. With respect to UG Asia, none of the Acquiror or any Affiliate of the Acquiror shall, or shall cause or permit the Company or any Transferred Subsidiary to, on or prior to December 31, 2016, (i) make any distribution (or take any other action that is treated as a distribution for U.S. federal income tax purposes) to shareholders in excess of the amount of earnings and profits (as computed for United States federal income tax purposes) derived during that portion of the taxable year of UG Asia that includes the Closing that begins after the Closing, (ii) make any investment in U.S. property within the meaning of Section 956 of the Code at any time during the taxable year that includes the Closing Date, or (iii) take any other action outside of the Ordinary Course of Business which would reasonably be expected to impact the amount of Parent’s subpart F income within the meaning of Section 952 of the Code.

(b)The Acquiror shall promptly cause the Company and each Transferred Subsidiary to prepare and provide to the Parent a package of Tax information materials (including schedules and work papers) (the “Tax Package”) required by the Parent to enable the Parent to prepare and file all Tax Returns required to be prepared and filed by it hereunder.  The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate Taxable income or other relevant measure of income of the Company and each Transferred Subsidiary.  The Acquiror shall cause the Tax Package to be delivered to the Parent within sixty (60) days after the Closing Date.

Section 7.06.Contest Provisions.  The Acquiror shall promptly notify the Parent in writing upon receipt by the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which the Parent or any Affiliates of the Parent on the Closing Date (other than the Company or any Transferred Subsidiary) may be liable; provided, however, that a failure to do so shall not reduce the Parent’s liability under Section 7.03, except to the extent such failure adversely impacts the Parent’s ability to defend the audit or assessment. The Parent or its designee shall have the sole right to represent the Company’s and each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which the Parent (or any Affiliates of the Parent on the Closing Date other than the Company or any Transferred Subsidiary) may be liable, to settle such matters, and to employ counsel of its choice at its expense, except that Parent shall not settle any such proceeding that would reasonably be expected to materially adversely affect the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of Acquiror (such consent not to be unreasonably withheld or delayed). In the case of any Tax audit or administrative or court proceeding relating to Taxable periods ending after the Closing Date, subject to the subsequent clauses of this sentence, the Acquiror shall have the right to represent the Company’s and each Transferred Subsidiary’s interests in any such

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audit or administrative or court proceeding relating to such Taxable periods, but the Parent or its designee shall be entitled to participate at its expense in any such audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of any such Taxable period ending on and including the Closing Date and, with the written consent of the Acquiror (such consent not to be unreasonably withheld or delayed) and at the Parent’s or its designee’s sole expense, the Parent or its designee may assume the control of such entire audit or proceeding, but, in such case, Parent shall not settle any such audit or proceeding that would reasonably be expected to materially adversely affect the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of the Acquiror (such consent not to be unreasonably withheld or delayed). None of the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary may settle any Tax claim for any Taxes for which the Parent (or any Affiliates of the Parent on the Closing Date other than the Company or any Transferred Subsidiary) may be liable, without the prior written consent of the Parent (such consent not to be unreasonably withheld or delayed).

Section 7.07.Assistance and Cooperation.  After the Closing Date, each of the Parent and the Acquiror shall, and shall cause their respective Affiliates to:

(a)assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 7.01 (including, for the avoidance of doubt, by furnishing information to permit the Parent to determine and report U.S. federal income tax items with respect to UG Asia);

(b)cooperate fully in preparing for any audits of, or disputes with any Tax Authority regarding, any Tax Returns of the Company or any Transferred Subsidiary;

(c)make available to the other and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of the Company or any Transferred Subsidiary;

(d)provide timely notice to the other in writing of any pending or threatened Tax audits or assessments of the Company or any Transferred Subsidiary for Taxable periods for which the other may have a liability under Section 7.03; provided, however, that a failure to do so shall not reduce the liability under Section 7.03, except to the extent such failure adversely impacts the liable party’s ability to defend the audit or assessment;

(e)furnish the other with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any Taxable period for which the other may have a liability under Section 7.03;

(f)timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 7.03(d) (relating to sales, transfer and similar Taxes); and

(g)timely provide to the other powers of attorney or similar authorizations necessary to carry out the purposes of this Article VII;

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provided that neither the Parent nor any of its Affiliates (nor their respective Representatives) shall be required to disclose to the Acquiror or any of its agents or Representatives any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any Tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries.  If reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Parent, any Affiliate of the Parent, the Company and each of the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 7.07 for the purpose of, inter alia, preserving privilege.

Section 7.08.Other Tax Matters.

(a)Notwithstanding anything to the contrary contained herein, the indemnification provided for in this Article VII shall be the sole remedy for any claim in respect of Taxes for which an indemnity is provided under Section 7.03(a) or Section 7.03(b) (including those Taxes that would otherwise (that is, but for the exception set forth in the parenthetical in Section 10.02(a)) also be the subject of indemnification pursuant to Article X by being Taxes arising as a result of, or in connection with, the inaccuracy or breach of any representation or warranty made by the Parent in Section 3.21), and the provisions of Article X shall not apply to such claims, except for Section 10.01 (subject to Section 7.08(c)), Section 10.05, Section 10.06 and Section 10.07 (other than clause (iv) thereof).

(b)Notwithstanding anything to the contrary contained herein, where, as a result of any Taxes, the payment of an amount in respect of an indemnity under this Article VII or Article X directly to an Acquiror Indemnified Party imposes a greater burden on the Parent than the payment of such amount directly to the Company, the Parent shall have the option to pay that amount directly to the Company, provided, that the Acquiror Indemnified Parties are fully indemnified in the aggregate.

(c)Any claim for indemnity under this Article VII may be made at any time through the sixtieth (60th) day after the expiration of the applicable Tax statute of limitations with respect to the relevant Taxable period (including all periods of extension, whether automatic or permissive) and may be made only if the Indemnifying Party has been timely notified of the Tax audit or assessment in a way that would allow it to contest the relevant Tax liability.

(d)(i)  The Parent and the Acquiror shall make, or shall cause to be made, an election under Section 338(h)(10) of the Code and any similar state or local laws with respect to the Company and each Transferred Subsidiary that is taxable as a domestic corporation under the Code (collectively, the “Section 338(h)(10) Election”).  The Parent and the Acquiror shall report and treat, and shall cause their respective Affiliates to report and treat, the sale and purchase (or deemed sale and purchase) of the Shares as a sale of the assets and liabilities of each such corporation, and the parties hereto shall report, and shall cause their respective Affiliates to report, such transactions and deemed transactions in accordance with the Section 338(h)(10) Election.  The Acquiror agrees and covenants that (other than as set forth above) none of the Acquiror or any Affiliate of the Acquiror will make any election under Section 338 of the Code (or other similar state, local or foreign tax Law) with respect to the acquisition of the Company or any of the Transferred Subsidiaries.  The Parent and the Acquiror agree and covenant that they

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will duly execute, or cause to be executed, any form (including IRS Form 8023) required for purposes of making the Section 338(h)(10) Election and such forms shall be delivered to each party at or prior to the Closing Date.  The Parent and the Acquiror agree and covenant that they will not, and they will cause their respective Affiliates not to, make any election under Section 338 of the Code or other similar state, local or foreign tax Law that is inconsistent with the Section 338(h)(10) Election or file any Tax Return (or take any other Tax position) with respect to the Company or any of the Transferred Subsidiaries that is inconsistent with the Section 338(h)(10) Election (unless otherwise required by Law).

(ii)Within eighty (80) days following the Closing Date, the Acquiror shall prepare and deliver to the Parent a schedule allocating the aggregate deemed sale price, as defined in Treasury Regulations Section 1.338-4 (or, if different, the sales price that is required to be used for purposes of any state, local or foreign Law), for the Company and each Transferred Subsidiary for which a Section 338 election (or a similar election under state, local or foreign tax Law) will be made, among the assets of the Company and each Transferred Subsidiary (the “Section 338 Allocation Schedule”).  The Section 338 Allocation Schedule shall be prepared in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder (and, if applicable, in accordance with any other similar provision of state, local and foreign Law).  Within thirty (30) days of receiving the Section 338 Allocation Schedule from the Acquiror, the Parent shall notify the Acquiror in writing of any objection it may have to the allocations contained therein, setting forth in reasonable detail the basis for such objection.  The Parent and the Acquiror shall seek in good faith to resolve any differences that they may have with respect to the Section 338 Allocation Schedule delivered by the Acquiror.  In the event that the Parent and the Acquiror are unable to reach a mutual agreement on the Section 338 Allocation Schedule within fifteen (15) days of the Parent having given notice of its objection to the allocations contained therein, the Parent and the Acquiror shall appoint an Expert, selected pursuant to the Expert Selection Process, to determine the allocation and shall share its fees equally.  The determination of the Expert shall be binding on the Parent and the Acquiror.  Each of the Parent and the Acquiror agrees that promptly upon agreeing on the Section 338 Allocation Schedule (or the determination of the Expert) it shall return an executed copy thereof to the other party hereto.  The Parent and the Acquiror shall, and shall cause their respective Affiliates to, file all federal, state, local and foreign Tax Returns in accordance with the Section 338 Allocation Schedule, unless otherwise required by applicable Law.

(e)Tax Sharing Agreements.  Notwithstanding anything to the contrary contained herein, except with respect to any of the following agreements to which the Company or the Transferred Subsidiaries are the only parties thereto, the Parent shall, and shall cause its Affiliates to, take such actions as may be necessary to terminate, concurrently with the end of the Closing Date, all contracts and agreements between the Company or any Transferred Subsidiary, on the one hand, and the Parent or any Affiliate of the Parent (other than the Company and the Transferred Subsidiaries), on the other hand, relating to Tax allocation, sharing or paying agreements (the “Tax Sharing Agreements”), so as to cause there to be no continuing liability thereunder on this part of the Company or any Transferred Subsidiary. Subject to Section 2.09 and Section 5.01(i) of the Parent Disclosure Schedule, after the date hereof, no payment shall be made by the Company or any Transferred Subsidiary pursuant to any Tax Sharing Agreement and neither the Company nor any Transferred Subsidiary shall be entitled to any payment under any Tax Sharing Agreement.

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(f)Notwithstanding anything to the contrary herein, if an indemnifying party has indemnified the other party for any amount of Taxes pursuant to this Article VII and such latter party fails to discharge the Tax liability giving rise to such indemnity, then, if any Governmental Authority attempts to collect such Taxes or any portion thereof from the former indemnifying party, such latter party shall reimburse such former indemnifying party for any Losses resulting therefrom.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.01.Conditions to Obligations of Each Party.  The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)No Governmental Order.  There shall be no Law or Governmental Order enacted, issued, promulgated, enforced or entered that, in each case, enjoins or prohibits the consummation of the transactions contemplated by this Agreement or makes illegal the consummation of the transactions contemplated by this Agreement.

(b)Approvals of Governmental Authorities.  The approvals of the Governmental Authorities for the consummation of the transactions contemplated by this Agreement listed in Section 8.01(b) of the Parent Disclosure Schedule shall have been received or deemed received and shall be in full force and effect without the imposition of any Burdensome Condition.  The waiting period (and any extension of such period) under the HSR Act applicable to the consummation of the transactions contemplated by this Agreement shall have expired or shall have been terminated.

(c)Federal Reserve. The Parent shall have (a) received confirmation, satisfactory to it in its good faith judgment, from the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) that neither the Parent nor any of its Affiliates would be deemed to “control” the Acquiror for purposes of the Bank Holding Company Act of 1956 after the Closing by reasons of the transactions contemplated by this Agreement, and (b) either (x) received confirmation, satisfactory to it in its good faith judgment, from the Federal Reserve Board that the prior written notice requirement under Section 163(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Section 163(b)”) does not apply to the transactions contemplated by this Agreement or (y) if the prior written notice requirement under Section 163(b) does apply to the transactions contemplated by this Agreement, the Parent has received approval under Section 163(b) from the Federal Reserve Board.

Section 8.02.Conditions to Obligations of the Parent.  The obligation of the Parent to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)Representations and Warranties; Covenants.  (i) The representations and warranties of the Acquiror contained in this Agreement (other than Section 4.01, Section 4.02,

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and Section 4.03) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or “Acquiror Material Adverse Effect” set forth therein), individually or in the aggregate has not had, or would not reasonably be expected to have, an Acquiror Material Adverse Effect; (ii) Section 4.01, Section 4.02 and Section 4.03 shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) in all respects; (iii) all of the obligations of the Acquiror to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in all material respects; and (iv) the Parent shall have received a certificate dated the Closing Date of the Acquiror signed by a duly authorized executive officer of the Acquiror stating that the conditions specified in clauses (i), (ii) and (iii) of this Section 8.02(a) have been waived or satisfied.

(b)Ancillary Agreements.  The Acquiror shall have executed and delivered each of the Ancillary Agreements to which it is a party and shall have caused each applicable Affiliate of the Acquiror to execute and deliver each of the Ancillary Agreements to which such Affiliate of the Acquiror is a party.

(c)Listing.  The shares of Acquiror Common Stock underlying the Convertible Preferred Stock Consideration shall have been listed on the NASDAQ, subject to official notice of issuance, and the Perpetual Preferred Stock Consideration, if any, shall have been listed on the stock exchange upon which the shares of Acquiror Preferred Stock issued in the Qualifying Preferred Stock Issuance are listed.

(d)Legal Opinion. The Parent shall have received the opinion of Conyers Dill & Pearman Limited, Bermuda counsel to the Acquiror, substantially in the form set forth in Exhibit E.

(e)No Acquiror Material Adverse Effect. Since the date hereof, there shall have been no Acquiror Material Adverse Effect.

Section 8.03.Conditions to Obligations of the Acquiror.  The obligations of the Acquiror to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)Representations and Warranties; Covenants.  (i) The representations and warranties of the Parent and the Company contained in this Agreement (other than Section 3.01, Section 3.02 and Section 3.03(a) , Section 3.03(b) and the second sentence of Section 3.07(a) (in each case, only to the extent applicable to the Parent and the Company) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) except where the failure to be so true and correct (without giving effect to any limitations as to materiality or

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“Company Material Adverse Effect” set forth therein), individually or in the aggregate has not had, or would not reasonably be expected to have, a Company Material Adverse Effect; (ii) Section 3.01, Section 3.02, Section 3.03(a) , Section 3.03(b) and the second sentence of Section 3.07(a) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date) in all respects (except as would not be significant in the case of Section 3.03(a)); (iii) the second and third sentences of Section 3.10(d) shall have been true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than the representations and warranties made as of another stated date, which representations and warranties shall have been true and correct as of such date), (iv) all of the obligations of the Parent to be performed or complied with on or prior to the Closing pursuant to the terms of this Agreement shall have been duly and fully performed and complied with in all material respects; and (v) the Acquiror shall have received a certificate dated the Closing Date of the Parent signed by a duly authorized executive officer of the Parent stating that the conditions specified in clauses (i), (ii) and (iii) of this Section 8.03(a) have been waived or satisfied.

(b)Ancillary Agreements.  The Parent shall have executed and delivered each of the Ancillary Agreements to which it is a party and shall have caused each applicable Affiliate of the Parent to execute and deliver each of the Ancillary Agreements to which such Affiliate of the Parent is a party.

(c)No Material Adverse Effect.  Since the date hereof, there shall not have occurred any Company Material Adverse Effect.

(d)XOL Reinsurance Treaty. The XOL reinsurance treaty described in and on the terms set forth in Section 8.03(d) of the Parent Disclosure Schedule (the “XOL Reinsurance Treaty”) shall as of the Closing be legal, valid, binding and enforceable by the applicable Transferred Subsidiary, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by principles of equity regarding the availability of remedies, on and after the Closing. All authorizations, consents, orders, approvals or non-disapprovals of all Governmental Authorities necessary for the XOL Reinsurance Treaty shall have been obtained or deemed received.

ARTICLE IX

TERMINATION

Section 9.01.Termination.  This Agreement may be terminated prior to the Closing:

(a)by the mutual written consent of the Parent and the Acquiror;

(b)by either the Parent or the Acquiror if the Closing has not occurred on or before the Initial Outside Date; provided, however, that if the sole reason that the Closing has not occurred is that either (x) one or more of the approvals or non-disapprovals of the Governmental

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Authorities required pursuant to Section 8.01(b) have not been obtained or (y) the closing condition set forth in Section 8.01(c) has not been satisfied, in each case, on or prior to such date, such date may be extended by either party hereto to a date not beyond three (3) months following the Initial Outside Date (the Initial Outside Date, as extended pursuant to this Section 9.01(b), herein referred to as the “Outside Date”); and provided, further, that the right to terminate this Agreement under this Section 9.01(b) and the right to extend the Initial Outside Date shall not be available to any party hereto whose failure to take any action required to fulfill any of such party’s obligations under this Agreement has caused or resulted in the failure of the Closing to occur prior to such date;

(c)by either the Parent or the Acquiror in the event of (i) the issuance of a final, non-appealable Governmental Order restraining or prohibiting the consummation of the transactions contemplated by this Agreement or (ii) that any Law has been enacted, promulgated or issued, or deemed applicable to the transactions contemplated by this Agreement, by any Governmental Authority that restrains, enjoins or prohibits the transactions contemplated by this Agreement or that would make the consummation of the transactions contemplated hereby illegal;

(d)by the Acquiror (but only so long as the Acquiror is not in material breach of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Parent such that one or more of the conditions to Closing set forth in Section 8.01 and Section 8.03 are not capable of being fulfilled prior to the Outside Date or if such breach is capable of being cured prior to the Outside Date but is not so cured within 60 days following the Acquiror providing written notice of such breach to the Parent; or

(e)by the Parent (but only so long as the Parent is not in material breach of its obligations under this Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Acquiror such that one or more of the conditions to Closing set forth in Section 8.01 and Section 8.02 are not capable of being fulfilled prior to the Outside Date or if such breach is capable of being cured prior to the Outside Date but is not so cured within 60 days following the Parent providing written notice of such breach to the Acquiror;

Section 9.02.Notice of Termination.  Any party hereto desiring to terminate this Agreement pursuant to Section 9.01 shall give written notice of such termination to the other party hereto.

Section 9.03.Effect of Termination.

(a)In the event of the termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any Financing Source Related Party, except, in the case of any party hereto, as set forth in Section 5.05, this Article IX and Article XI; provided, however, that nothing in this Agreement shall relieve any party hereto from liability for (i) failure to perform in any material respect the obligations set forth in Section 5.06 or (ii) any fraud or knowing and intentional material breach of this Agreement.

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(b)In the event of the termination of this Agreement (i) by either party pursuant to Section 9.01(b) at a time when one or more of the approvals of the Governmental Authorities required pursuant to Section 8.01(b) have not been obtained and at the time of such termination all of the conditions set forth in Section 8.01(a), Section 8.01(c), Section 8.03(a), Section 8.03(c) and the second sentence of Section 8.03(d) have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing, would be satisfied if the Closing were to occur on the date of such termination) other than any condition with respect to the approvals of the Governmental Authorities required pursuant to Section 8.01(b) or (ii) by either party pursuant to Section 9.01(c) and at the time of such termination all of the conditions set forth in Section 8.01(a), Section 8.01(c), Section 8.03(a), Section 8.03(c) and the second sentence of Section 8.03(d) have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied at the Closing, would be satisfied if the Closing were to occur on the date of such termination), then the Acquiror shall pay, or cause to be paid, the Termination Fee to the Parent as promptly as reasonably possible (and in any event, within ten (10) Business Days following such termination). It being understood that in no event shall Acquiror be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.  Notwithstanding anything to the contrary in this Agreement, the Parent’s right to receive payment of the Termination Fee from the Acquiror pursuant to this Section 9.03(b) shall be the sole and exclusive remedy of the Parent or any of its Affiliates against (x) Acquiror or any of its Affiliates or any of their respective stockholders, partners, members or Representatives for any and all Losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination (except for any fraud or knowing and intentional material breach of this Agreement) and (y) the Financing Source Related Parties for any and all Losses that may be suffered based upon, resulting from or arising out of the circumstances giving rise to such termination.

(c)Each of the Parent and the Acquiror acknowledge that the agreement contained in Section 9.03(b) is an integral part of the transactions contemplated by this Agreement, and that, without this agreement, the other party would not enter into this Agreement; accordingly, if the Acquiror fails promptly to pay the amount due pursuant to Section 9.03(b), and, in order to obtain such payment, the Parent commences a suit which results in a judgment against the Acquiror for the Termination Fee or any portion thereof, the Acquiror shall pay the costs and expenses of the Parent (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if the Acquiror fails to pay the amounts payable pursuant to this Section 9.03(c), then the Acquiror shall pay interest on such overdue amounts (for the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate equal to the prime rate as reported in The Wall Street Journal.

(d)Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid, it is agreed that the Termination Fee is liquidated damages, and not a penalty, and the payment of the Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. While Parent may pursue both a grant of specific performance under Section 11.13 and the payment of the Termination Fee under this Article IX, under no circumstances shall Parent, prior to the Closing,

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be entitled to receive both (x) a grant of specific performance which results in consummation of the Closing and (y) all or any portion of the Termination Fee.

(e)Notwithstanding anything to the contrary herein, the Termination Fee shall not be due and payable to Parent if this Agreement is terminated at a time when the condition set forth in Section 8.01(c) has not been satisfied.

ARTICLE X

INDEMNIFICATION

Section 10.01.Survival.  The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or any certificate contemplated to be delivered pursuant hereto shall survive in full force and effect until the date that is eighteen (18) months after the Closing Date, at which time they shall terminate (and no claims shall be made for indemnification under Section 10.02 or Section 10.03 thereafter), except: (i) the Parent Fundamental Representations and the Acquiror Fundamental Representations shall survive the Closing indefinitely; (ii) the representations and warranties set forth in Section 3.09(g) shall survive the Closing for a period of four (4) years; (iii) the covenants and agreements of the parties hereto contained in or made pursuant to this Agreement or any certificate contemplated to be delivered pursuant hereto shall survive the Closing for six (6) months after the last applicable performance period.

Section 10.02.Indemnification by the Parent.

(a)After the Closing and subject to this Article X, the Parent shall indemnify, defend and hold harmless the Acquiror, its Affiliates and their respective Representatives (collectively, the “Acquiror Indemnified Parties”) against, and reimburse any Acquiror Indemnified Party for, all Losses (other than Losses that are Taxes that are (i) the subject of indemnification under Section 7.03(a) or (ii) Taxes arising as a result of, or in connection with, the inaccuracy or breach of any representation or warranty made by the Parent in Section 3.21 with respect to any Post-Closing Taxable Periods) that such Acquiror Indemnified Party may at any time suffer or incur, or become subject to as a result of or in connection with:

(i)any inaccuracy or breach of any representation or warranty made by the Parent in this Agreement; and

(ii)any breach or failure by the Parent or any of its Affiliates to perform any of its covenants, obligations or agreements contained in this Agreement.

(b)Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) (other than Losses arising out of the inaccuracy or breach of any Parent Fundamental Representations) (i) with respect to any claim (or series of claims arising from substantially similar underlying facts, events or circumstances) unless such claim (or series of claims arising from substantially similar underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor shall any such claim or series of claims that do not meet the

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$200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Parent has responsibility under clause (ii) of this Section 10.02(b) below); (ii) until the aggregate amount of the Acquiror Indemnified Parties’ Losses for which the Acquiror Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.02(a)(i) exceeds $17,000,000, after which the Parent shall be obligated for all Acquiror Indemnified Parties’ Losses for which the Acquiror Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.02(a)(i) that are in excess of $17,000,000, but only if such excess Losses arise with respect to any claim (or series of related claims arising from substantially similar underlying facts, events or circumstances) that involves Losses in excess of $200,000; and (iii) in a cumulative aggregate amount exceeding $510,000,000.  For purposes of determining whether the threshold set forth in clause (iii) of this Section 10.02(b) has been met or exceeded, any amount paid by the Parent for Losses pursuant to Section 10.02(a)(i), other than any Losses in respect of the inaccuracy or breach of any Parent Fundamental Representations, shall be taken into account.  Notwithstanding anything to the contrary contained herein, the Parent shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses pursuant to Section 10.02(a)(i) in a cumulative aggregate amount exceeding the Purchase Price.

Section 10.03.Indemnification by the Acquiror.

(a)After the Closing and subject to this Article X, the Acquiror shall indemnify, defend and hold harmless the Parent and its Affiliates and their respective Representatives (collectively, the “Parent Indemnified Parties”) against, and reimburse any Parent Indemnified Party for, all Losses that such Parent Indemnified Party may at any time suffer or incur, or become subject to:

(i)as a result of or in connection with the inaccuracy or breach of any representation or warranty made by the Acquiror in this Agreement; or

(ii)as a result of or in connection with any breach or failure by the Acquiror to perform any of its covenants, obligations or agreements contained in this Agreement.

(b)Notwithstanding anything to the contrary contained herein, the Acquiror shall not be required to indemnify, defend or hold harmless any Parent Indemnified Party against, or reimburse any Parent Indemnified Party for, any Losses pursuant to Section 10.03(a)(i) (other than Losses arising out of the inaccuracy or breach of any Acquiror Fundamental Representations) (i) with respect to any claim (or series of claims arising from substantially similar underlying facts, events or circumstances) unless such claim (or series of claims arising from substantially similar underlying facts, events or circumstances) involves Losses in excess of $200,000 (nor shall any such claim or series of claims that do not meet the $200,000 threshold be applied to or considered for purposes of calculating the aggregate amount of the Parent Indemnified Parties’ Losses for which the Acquiror has responsibility under clause (ii) of this Section 10.03(b) below); (ii) until the aggregate amount of the Parent Indemnified Parties’ Losses for which the Parent Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.03(a)(i) exceeds $17,000,000, after which

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the Acquiror shall be obligated for all Parent Indemnified Parties’ Losses for which the Parent Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 10.03(a)(i) that are in excess of $17,000,000, but only if such excess Losses arise with respect to any claim (or series of related claims arising from substantially similar underlying facts, events or circumstances) that involves Losses in excess of $200,000; and (iii) in a cumulative aggregate amount exceeding $510,000,000.  For purposes of determining whether the threshold set forth in clause (iii) of this Section 10.03(b) has been met or exceeded, any amount paid by the Acquiror for Losses pursuant to Section 10.03(a)(i), other than any Losses in respect of the inaccuracy or breach of any Acquiror Fundamental Representations, shall be taken into account.  Notwithstanding anything to the contrary contained herein, the Acquiror shall not be required to indemnify, defend or hold harmless any Parent Indemnified Party against, or reimburse any Parent Indemnified Party for, any Losses pursuant to Section 10.03(a)(i) in a cumulative aggregate amount exceeding the Purchase Price.

Section 10.04.Notification of Claims.

(a)A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any claim in respect of which indemnity may be sought under this Article X, including any pending or threatened claim, demand, notice or other communication by a third party (including any Governmental Authority) that the Indemnified Party has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim, demand, notice or other communication asserted by a third party against the Indemnified Party) (each, a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to the extent that such failure actually prejudices the defense of such claim by the Indemnifying Party.  Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice to the Indemnifying Party.  The parties agree that (i) in this Article X they intend to shorten (in the case of the limited survival periods specified in Section 10.01) and lengthen (in the case of the indefinite survival periods specified in Section 10.01) (as the case may be) the applicable statute of limitations period with respect to certain claims; (ii) notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of any applicable survival period specified in Section 10.01 for such representation or warranty; and (iii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 10.04(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other party hereto in accordance with the requirements of this Section 10.04(a) of a claim for indemnification under this Article X (whether or not formal legal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article X notwithstanding the passing of such applicable date until such time as such claim is fully and finally resolved.

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 10.04(a) in respect of a Third Party Claim, the Indemnifying Party may, by notice to the Indemnified Party delivered within twenty (20) Business Days of the

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receipt of notice of such Third Party Claim, elect to compromise, settle, defend or appeal such Third Party Claim, with its own counsel, contractors and consultants and at its own expense and the Indemnified Party shall, and the Parent, on the one hand, or the Acquiror, on the other hand (as the case may be), shall cause each of their respective Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the compromise, settlement or appeal of, or defense against, such Third Party Claim; provided that if the Indemnifying Party assumes the compromise, defense, appeal or settlement of such Third Party Claim, (i) the Indemnifying Party shall promptly reimburse the Indemnified Party for reasonable third party out-of-pocket expenses incurred by the Indemnified Party (such as reasonable travel costs, but not internal time charges) in providing its cooperation and (ii) the Indemnified Party shall be entitled to employ one counsel to represent itself if an actual conflict of interest exists in the reasonable opinion of counsel to the Indemnified Party between the Indemnifying Party and the Indemnified Party in respect of such Third Party Claim and in that event the reasonable fees and expenses of such counsel shall promptly be paid by the Indemnifying Party (it being understood that all Indemnified Parties may employ not more than one counsel to represent them at the expense of the Indemnifying Party).  The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by the immediately preceding sentence.  In the event that the Indemnifying Party fails to assume the compromise, settlement or appeal of, or defense against, such Third Party Claim within 20 Business Days after receipt of notice thereof from the Indemnified Party, such Indemnified Party shall have the right to undertake the compromise, settlement or appeal of, or defense against, such Third Party Claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that the Indemnified Party shall keep the Indemnifying Party reasonably apprised of any significant developments relating to such Third Party Claim.  The Indemnified Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Party or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned).  If the Indemnifying Party elects to assume the compromise, settlement or appeal of, or defense against, a Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third Party Claim, unless such settlement, compromise, discharge or entry of any judgment does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party, and such settlement, compromise, discharge or judgment involves only the payment of money damages, and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement, compromise, discharge or judgment concurrently with the effectiveness of such settlement, compromise, discharge or judgment (unless otherwise provided in such settlement, compromise, discharge or judgment) and (ii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional general release of each Indemnified Party from any and all liabilities in respect of such Third Party Claim.

(c)Notwithstanding anything to the contrary contained in this Article X (including Section 10.02 and Section 10.03), no Indemnifying Party shall have any liability under this Article X for any Losses arising out of or in connection with any Third Party Claim

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that is settled or compromised by an Indemnified Party without the consent of such Indemnifying Party.

(d)In the event any Indemnifying Party receives a notice of a claim for indemnity from an Indemnified Party pursuant to Section 10.04(a) that does not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within twenty (20) Business Days following its receipt of such notice whether the Indemnifying Party disputes its liability to the Indemnified Party under this Article X.  The Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party in determining the validity of any such claim for indemnity by the Indemnified Party.

(e)Notwithstanding anything to the contrary, in the case of any Action by a Governmental Authority against the Indemnified Party, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim and any fees of counsel or other expenses or any Losses shall be the responsibility of the Indemnifying Party, but the Indemnifying Party will not be bound by any compromise or settlement effected without its consent (which may not be unreasonably withheld, delayed or conditioned).

Section 10.05.Payment.  In the event a claim or any Action for indemnification under Article VII and this Article X has been finally determined, the amount of such final determination shall be paid (a) if the Indemnified Party is an Acquiror Indemnified Party, by the Parent to the Indemnified Party and (b) if the Indemnified Party is a Parent Indemnified Party, by the Acquiror to the Indemnified Party, in each case on demand in immediately available funds.  A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article X or Article VII (as the case may be) when the parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable Governmental Order has been entered into with respect to such claim or Action.

Section 10.06.Exclusive Remedies.  Each party hereto acknowledges and agrees that, following the Closing, except in cases of fraud or intentional breach and except as otherwise provided in this Agreement, the indemnification provisions of this Article X and, with respect to Tax matters, Article VII shall be the sole and exclusive monetary remedies of the parties in connection with any breach of a representation and warranty, or non-performance, partial or total, of any covenant or agreement contained in this Agreement. For the avoidance of doubt, in no event shall any claims based upon fraud be subject to the limitations on indemnification set forth in Article VII or this Article X.

Section 10.07.Additional Indemnification Provisions.

(a)The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special

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damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

(b)Any amount payable by an Indemnifying Party pursuant to Article VII or this Article X shall be paid promptly and without reduction and payment shall not be delayed pending any determination of Eligible Insurance Proceeds.  In any case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to Article VII or this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim.

(c)The parties hereto shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price (including for all applicable Income Tax purposes).

(d)If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”).  If the

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Indemnifying Party so requests within one hundred and eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to attempt to collect insurance proceeds thereunder; provided, however, that the Indemnified Party has no obligation to commence, or threaten or otherwise seek to commence, any Action against any Person, including any Governmental Authority, to collect insurance proceeds under such third party insurance coverage.

ARTICLE XI

GENERAL PROVISIONS

Section 11.01.Expenses.  Except as may be otherwise specified in this Agreement and the other Transaction Agreements, all costs and expenses, including fees and disbursements of counsel, financial advisers and accountants, incurred in connection with this Agreement and the other Transaction Agreements and the transactions contemplated by this Agreement and the other Transaction Agreements shall be paid by the Person incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.02.Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following respective addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 11.02):

(i)if to the Parent:

American International Group, Inc.
175 Water Street
New York, NY 10038
Attention:  General Counsel
Facsimile:  212-770-3500

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004
Attention:  Robert G. DeLaMater & Jared M. Fishman
Facsimile:  212-291-9037

(ii)if to the Acquiror:

Arch Capital Group Ltd.

Waterloo House, Ground Floor

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100 Pitts Bay Road
Pembroke HM 08, Bermuda
Attention:Mark D. Lyons, Chief Financial Officer

& Treasurer
Facsimile:(414) 278-9255

with a copy to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Attention:John Schuster
Facsimile:(212) 269-5420

Section 11.03.Public Announcements.  No party hereto or any Affiliate or Representative of such party shall issue or cause the publication of any press release or public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or applicable securities exchange rules, in which case the party hereto required to publish such press release or public announcement shall, if permissible, allow the other party hereto a reasonable opportunity to comment on such press release or public announcement in advance of such publication.  Prior to the Closing, neither of the parties hereto, nor any of their respective Affiliates or Representatives, shall make any disclosure concerning plans or intentions relating to the customers, agents, Producers or employees of, or other Persons with significant business relationships with, the Company or any of the Transferred Subsidiaries without first obtaining the prior written approval of the other party hereto, which approval shall not be unreasonably withheld, conditioned or delayed.

Section 11.04.Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 11.05.Entire Agreement.  Except as otherwise expressly provided in the Transaction Agreements, this Agreement (including the Exhibits and Schedules hereto) and the other Transaction Agreements constitute the entire agreement of the parties hereto with respect to the subject matter of the Transaction Agreements and supersede all prior agreements and undertakings, both written and oral, other than the Confidentiality Agreement to the extent not in conflict with this Agreement, between or on behalf of the Parent and/or its Affiliates, on the one

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hand, and the Acquiror and/or its Affiliates, on the other hand, with respect to the subject matter of the Transaction Agreements.

Section 11.06.Assignment.  This Agreement shall not be assigned, in whole or in part, by operation of law or otherwise without the prior written consent of the other party hereto, except that the Acquiror shall have the right at any time, without such consent, to assign, in whole or in part, its rights hereunder and under any Transaction Agreement to any of its Affiliates and to any Financing Source or any of its Affiliates for collateral security purposes, and such assignment shall not relieve the Acquiror of any of its obligations hereunder and thereunder. Subject to the foregoing, any attempted assignment in violation of this Section 11.06 shall be void.  This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, the Acquiror shall be permitted to assign to any Subsidiary of the Acquiror the Acquiror’s right to acquire in accordance with the terms of this Agreement the UG Asia Shares.

Section 11.07.No Third Party Beneficiaries.  Except as provided in Section 5.20 with respect to Company Releasees and Parent Releasees, Section 7.01(a) with respect to Retained Affiliates and in Article X with respect to Parent Indemnified Parties and Acquiror Indemnified Parties, and subject to the last sentence of this Section 11.07, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any policyholder of the Company or any of the Insurance Subsidiaries) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  The Financing Source Related Parties shall be express third party beneficiaries of Sections 9.03, 11.08, 11.10, 11.16, and this Section 11.07, and each of such Sections shall expressly inure to the benefit of the Financing Source Related Parties and the Financing Source Related Parties shall be entitled to rely on and enforce the provisions of such Sections.

Section 11.08.Amendment; Waiver.  No provision of this Agreement or any other Transaction Agreements may be amended, supplemented or modified except by a written instrument signed by all of the parties thereto.  No provision of this Agreement or any other Transaction Agreements may be waived except by a written instrument signed by the party against whom the waiver is to be effective.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.  Sections 9.03, 11.07, 11.10, 11.16 and this Section 11.08 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of the foregoing Sections insofar as they relate to the Financing Source Related Parties) shall not be amended, supplemented, modified, waived or terminated in a way adverse to any Financing Source Related Party without the prior written consent of the applicable Financing Sources.

Section 11.09.Disclosure Schedules.  Matters reflected in any Section of this Agreement, including any section or subsection of the Parent Disclosure Schedule or the Acquiror Disclosure Schedule, are not necessarily limited to matters required by this Agreement

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to be so reflected.  Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.  No reference to or disclosure of any item or other matter in any Section or Schedule of this Agreement, including any section or subsection of the Parent Disclosure Schedule or the Acquiror Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement, the Parent Disclosure Schedule or the Acquiror Disclosure Schedule.  Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that breach or violation exists or has actually occurred.

Section 11.10.Governing Law; Arbitration; Waiver of Jury Trial.

(a)This Agreement, all Ancillary Agreements, all transactions contemplated by this Agreement or any Ancillary Agreement, and all claims and defenses arising out of or relating to any such transaction or agreement or the formation, breach, termination or validity of any such agreement, shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York without giving effect to any conflicts of Law principles of such state that would apply the Laws of another jurisdiction.

(b)Each of the Parent and the Acquiror irrevocably and unconditionally agrees that, subject to Section 11.16(b):

(i)any Action directly or indirectly arising out of or relating to this Agreement, the transactions contemplated by this Agreement, or the formation, breach, termination or validity of this Agreement and all claims in respect of any such Action shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties;

(ii)the arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”) one arbitrator shall be nominated by each of the Parent and the Acquiror, and the third arbitrator, who shall be the presiding arbitrator, shall be nominated and appointed by the International Court of Arbitration of the International Chamber of Commerce;

(iii)the seat of the arbitration shall be New York, New York, and the arbitration shall be conducted in the English language; and

(iv)unless otherwise required by applicable Law or regulatory obligations or as necessary to enforce the rights arising out of the award, the arbitration shall be confidential, and the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the Arbitral Tribunal, the International Court of Arbitration of the International Chamber of Commerce or its Secretariat, the Parties, their counsel, accountants and auditors, insurers and re-insurers, or any person necessary to the conduct of the proceeding.

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(c)The Arbitral Tribunal shall only be authorized to, and shall only have the consent of the parties to, interpret and apply the terms and provisions of this Agreement in accordance with the applicable Law. The Arbitral Tribunal shall not be authorized to, and shall not, order any remedy not permitted by this Agreement and shall not change any term or provision of this Agreement, deprive any party of any remedy expressly provided hereunder or provide any right or remedy that has not been expressly provided hereunder. The provisions of this Section 11.10(c) are subject in their entirety to Section 11.16(b).

(d)Judgment upon any award may be entered by any court having jurisdiction thereof. The provisions of this Section 11.10(d) are subject in their entirety to Section 11.16(b).

(e)Subject to Section 11.16(b), each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York, as well as all appellate courts having jurisdiction over appeals from any of the foregoing, for enforcing the parties’ agreement to arbitrate, enforcing any arbitration award or obtaining or enforcing interim measures (including injunctive relief).

(f)IN THE EVENT (X) THE AGREEMENT TO ARBITRATE IN SECTION 11.10(b) IS HELD TO BE INEFFECTIVE FOR ANY REASON OR (Y) ANY ACTION IS BROUGHT AGAINST ANY FINANCING SOURCE RELATED PARTY, EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER ANY OF THE TRANSACTION AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT.  EACH OF THE PARENT AND THE ACQUIROR CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH OF THE PARENT AND THE ACQUIROR UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARENT AND THE ACQUIROR MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH OF THE PARENT AND THE ACQUIROR HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS OF THIS SECTION 11.10.  THE PARENT, THE ACQUIROR OR ANY FINANCING SOURCE RELATED PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 11.11.Agent for Service of Process.  Without prejudice to any other permitted mode of service, the Acquiror irrevocably agrees that service of any claim form, notice or other document for the purpose of Section 11.10 shall be duly served upon it if delivered

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personally or sent by pre-paid recorded delivery, special delivery or registered post to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005 Attention: John Schuster, Esq., or such other Person and address in New York, New York as the Acquiror shall notify the Parent of in writing from time to time and the parties agree that failure by such appointed Person to notify their appointor of any such service shall not invalidate the proceedings concerned.

Section 11.12.Rules of Construction.  Interpretation of this Agreement and the other Transaction Agreements (except as specifically provided in any such other Transaction Agreements, in which case such specified rules of construction shall govern with respect to such other Transaction Agreements) shall be governed by the following rules of construction:  (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Preamble, Recitals, Article, Section, paragraph, Schedule and Exhibit are references to the Preamble, Recitals, Articles, Sections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) the words “herein,” “hereof,” “hereunder” or “hereby” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific Section; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of the Transaction Agreements; (h) the Transaction Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (i) if a word or phrase is defined, the other grammatical forms of such word or phrase have a corresponding meaning; (j) references to any statute, listing rule, rule, standard, regulation or other law include a reference to (A) the corresponding rules and regulations and (B) each of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to time; and (k) references to any section of any statute, listing rule, rule, standard, regulation or other law include any successor to such section.

Section 11.13.Specific Performance. Subject to Section 5.09(a) and Section 10.06, 0 the parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, (b) it is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity and (c) in the event that any Action is brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense or counterclaim that there is an adequate remedy at law.

Section 11.14.Further Assurances.  On and after the Closing Date, the Parent (as reasonably requested from time to time by the Acquiror) and the Acquiror (as reasonably requested by the Parent) shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of the Transaction Agreements and give effect to the transactions contemplated by the Transaction Agreements.

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Section 11.15.Counterparts.  This Agreement and each of the other Transaction Agreements may be executed in one or more counterparts, and by the different parties to each such agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to any Transaction Agreement by facsimile or other means of electronic transmission shall be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 11.16.Financing Source Related Parties.

(a)Notwithstanding anything to the contrary contained herein, the Parent, on behalf of itself and the Parent Related Parties, hereby (i) acknowledges that none of the Financing Source Related Parties shall have any liability to any Parent Related Party under this Agreement, the Financing or any Financing Document or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby, including, but not limited to, any dispute related to, or arising from, the Financing, any Financing Document or any performance thereunder, (ii) waives any rights or claims against each of the Financing Source Related Parties in connection with this Agreement, the Financing and any Financing Document or the transactions contemplated hereby or thereby, whether at law or equity, in contract, tort, fraud, strict liability or otherwise, and (iii) agrees not to commence (and if commenced agrees to dismiss or otherwise terminate, and not to assist) any Action, arbitration, audit, hearing investigation, litigation, petition, grievance, complaint, suit or proceeding against any Financing Source Related Party in connection with this Agreement, the Financing, any Financing Document or the transactions contemplated hereby or thereby, whether at law or equity, in contract, tort, fraud, strict liability or otherwise.  For the avoidance of doubt, the foregoing will not limit the rights of the parties to the Bridge Loan Agreement or any Financing Document to enforce the Bridge Loan Agreement or such Financing Document in accordance with its terms. Notwithstanding anything in this Agreement or any other Transaction Agreement to the contrary, the Parent, on behalf of itself and the Parent Related Parties, agrees that Sections 11.10(a) and (f) and Section 11.16(b) below shall apply with respect to any dispute or proceeding relating to this Section 11.16(a) or any Financing.

(b)Notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that it will not bring or support any Action of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to any Financing Document or the performance thereof, in any forum other than any federal or state courts located in the Borough of Manhattan in the City of New York (or any appellate court having jurisdiction over appeals from any of the foregoing).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

AMERICAN INTERNATIONAL GROUP, INC.
By	/s/ Alon Neches
	Name:	Alon Neches
	Title:	Vice President – Strategy and Mergers and Acquisitions
ARCH CAPITAL GROUP LTD.
By	/s/ Mark D. Lyons
	Name:	Mark D. Lyons
	Title:	Executive Vice President and Chief Financial Officer

Signature Page
Stock Purchase Agreement

SCHEDULE I

LIST OF TRANSFERRED SUBSIDIARIES

·United Guaranty Mortgage Insurance Company

·United Guaranty Mortgage Insurance Company of North Carolina

·United Guaranty Insurance Company

·United Guaranty Partners Insurance Company

·UG Shared Services, Inc.

·United Guaranty Services, Inc.

·United Guaranty Residential Insurance Company of North Carolina

·United Guaranty Residential Insurance Company

·United Guaranty Credit Insurance Company

·United Guaranty Mortgage Indemnity Company

·United Guaranty Commercial Insurance Company of North Carolina

·AIG Structured Mortgage Insurance Company

·AIG United Guaranty Insurance (Asia) Limited

SI-1

EXHIBIT A

DEFINITIONS

“2016 Interim Tax Payment Amount” shall mean $39,790,000.

“2017 Interim Tax Payment Amount” shall mean $37,697,750.

“2017 Subpart F Schedule” shall have the meaning set forth in Section 7.03(c).

“2017 Stub Subpart F Schedule” shall have the meaning set forth in Section 7.03(c).

“Acquiror” shall have the meaning set forth in the Preamble hereto.

“Acquiror Business” shall mean the business conducted by the Acquiror and the Material Subsidiaries as of the date hereof.

“Acquiror Common Stock” shall have the meaning set forth in Section 2.04(a).

“Acquiror Convertible Preferred Stock” shall have the meaning set forth in Section 2.03(b).

“Acquiror Convertible Preferred Stock Certificate of Designations” shall mean the Certificate of Designation with respect to the Acquiror Convertible Preferred Stock, substantially in the form of Exhibit C.

“Acquiror Disclosure Schedule” shall have the meaning set forth in the first paragraph of Article IV.

“Acquiror Financial Statements” shall have the meaning set forth in Article IV.

“Acquiror Fundamental Representations” shall mean the representations and warranties made in Section 4.01, Section 4.02, Section 4.03(a) and Section 4.16.

“Acquiror Indemnified Parties” shall have the meaning set forth in Section 10.02(a).

“Acquiror Material Adverse Effect” shall mean any fact, circumstance, event, change, violation, development, effect, condition or occurrence, either individually or in the aggregate with any other facts, circumstances, events, changes, violations, developments, effects, conditions or occurrences, that 0 is, or would reasonably be expected to have a material adverse effect on the business, operations (including results of operations), assets, liabilities, properties or financial condition of the Acquiror and its Subsidiaries, taken as a whole, excluding any such fact, circumstance, event, change, violation, development, effect, condition or occurrence arising out of or resulting from, after the date hereof, (i) (A) changes in conditions in the United States or global economy generally or capital or financial markets generally, including changes in interest or exchange rates (including any resulting change in the value of the investment assets of the Acquiror and its subsidiaries that is greater than any change in value due to acts or omissions taken by the Company or any Transferred Subsidiary), (B) changes in political conditions

A-1

generally of the United States or any other country or jurisdiction in which the Acquiror Business operates and (C) changes that are the result of business, economic or market factors generally affecting any of the industries in which the of the Acquiror and its Subsidiaries operates (including changes in unemployment rates, housing prices, the housing market or the market for mortgages or mortgage insurance), (ii) the public disclosure or announcement of the transactions contemplated by this Agreement or the other Transaction Agreements, (iii) the identity of the Parent or its Affiliates, (iv) any changes in applicable Law, GAAP, SAP, PMIERs, policies or procedures of the FHFA or the Government Sponsored Entities, or the enforcement or interpretation thereof, (v) (A) actions required or contemplated to be taken or omitted pursuant to this Agreement or (B) actions or omissions taken by the Acquiror with the Parent’s written consent, (vi) any action taken by the Parent or its Affiliates with respect to the transactions contemplated by this Agreement, (vii) any hostilities, act of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism or military actions, (viii) any failure by the Acquiror or its Subsidiaries to achieve any earnings, premiums written or other financial projections or forecasts, in and of itself; provided that the underlying causes of such failure will not be excluded from the determination of an Acquiror Material Adverse Effect by virtue of this clause, and (ix) any effect that is cured by the Acquiror prior to the Closing, except to the extent any such fact, circumstance, event, change, violation, development, effect, condition or occurrence described in the foregoing clauses (a)(i), (a)(iv) or (a)(vii) is materially disproportionately adverse with respect to the Acquiror and its Subsidiaries as compared to other Persons engaged in the industries in which the Acquiror and its Subsidiaries conduct business or (b) materially impedes or materially delays, or would reasonably be likely to materially impede or materially delay, the ability of the Acquiror or any Affiliate of the Acquiror to perform their respective obligations under the Transaction Agreements or to consummate the transactions contemplated by the Transaction Agreements.

“Acquiror Permits” shall have the meaning set forth in Section 4.10(a).

“Acquiror Perpetual Preferred Stock” shall have the meaning set forth in Section 2.03(c).

“Acquiror Perpetual Preferred Stock Certificate of Designations” shall mean the Certificate of Designation with respect to the Acquiror Perpetual Preferred Stock that shall include terms  substantially as set forth in Exhibit D hereto.

“Acquiror Preferred Stock” shall have the meaning set forth in Section 4.03(a).

“Acquiror Releasor” shall have the meaning set forth in Section 5.20(b).

“Acquiror SEC Documents” means any forms, reports, schedules, statements, prospectuses and other documents and exhibits publicly filed with, or furnished to, the SEC by the Acquiror or any of its Subsidiaries since December 31, 2014, as the same have been amended and supplemented since the time of their respective filing or furnishing.

“Acquiror’s FSA” shall have the meaning set forth in Section 6.01(j).

“Acquiror’s 401(k) Plan” shall have the meaning set forth in Section 6.01(k).

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“Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person (other than Acquiror or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of the Transferred Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or any of the Transferred Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company or any of the Transferred Subsidiaries’ properties or assets.

“Action” shall mean any claim, action, suit, litigation, arbitration or proceeding by or before any Governmental Authority, arbitrator or arbitral body.

“Additional Cash Consideration” shall have the meaning set forth in Section 2.03(e).

“Affiliate” shall mean, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person and the term “Affiliated” shall have correlative meaning; for the avoidance of doubt, unless otherwise specified herein, the Company and the Transferred Subsidiaries shall be deemed “Affiliates” of the Parent (and not the Acquiror) prior to the Closing and shall be deemed “Affiliates” of the Acquiror (not the Parent) from and after the Closing; provided, however, that for the purposes of this definition, the Parent shall not be deemed to be an Affiliate of the Acquiror.

“After-Tax Basis” shall mean that, in determining the amount of the payment necessary to indemnify any party against, or reimburse any party for, any Loss, the amount of such Loss shall be reduced by (i) the product of the portion of the amount of any deduction recognized with respect to such Loss that is “utilized” by the Acquiror or any of its Affiliates (i.e., deductible and giving rise to a current cash Tax savings) in or before the Taxable year in which such payment is made or reasonably expected to be so “utilized” in the taxable year that immediately succeeds the Taxable year in which such payment is made and the relevant statutory rate applicable to the Person entitled to such deduction and (ii) any amount of any credit recognized with respect to such Loss that is “utilized” by the Acquiror or any of its Affiliates (i.e., creditable and giving rise to a current cash Tax savings) in or before the Taxable year in which such payment is made or reasonably expected to be so utilized in the Taxable year that immediately succeeds the Taxable year in which such payment is made.

“Agreement” shall mean this Stock Purchase Agreement, dated as of August 15, 2016, between the Parent and the Acquiror, including the Schedules and Exhibits hereto, the Parent Disclosure Schedule, the Acquiror Disclosure Schedule, and all amendments to such agreement made in accordance with Section 11.08.

“Alternative Financing” shall have the meaning set forth in Section 5.14.

“AML Measures” shall have the meaning set forth in Section 3.09(d).

“Ancillary Agreements” shall mean the Transition Services Agreement, and the Investor Rights Agreement.

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“Applicable Tax Payment Amount” shall mean the 2016 Interim Tax Payment Amount, unless the Closing Date is after December 31, 2016, in which case it shall mean the 2017 Interim Tax Payment Amount.

“Arbitral Tribunal” shall have the meaning set forth in Section 11.10(b).

“Archived Files” shall have the meaning set forth in Section 5.04(b).

“Average Stock Price” shall have the meaning set forth in Section 2.04(a).

“Bridge Loan Agreement” shall mean the bridge loan agreement between the Acquiror and the financial institutions party thereto, as amended, supplemented or replaced in compliance with this Agreement, relating to a loan to finance a portion of the Cash Consideration and fees and expenses in connection with the transactions contemplated by this Agreement and the Transaction Agreements.

“Burdensome Condition” shall mean any condition, requirement or restriction by a Governmental Authority (A) that the Acquiror or its Subsidiaries contribute or commit capital and/or provide collateral in an aggregate amount that is material to the GSE-approved insurance company Subsidiaries of (i) Acquiror and (ii) the Company, on a combined basis, provided that a condition or requirement under this clause (A) to contribute or commit an amount of capital or maintain a risk-based capital ratio that is generally consistent with the conditions and requirements imposed by a Governmental Authority on (a) newly approved insurers as defined under PMIERs or (b) other participants in the U.S. mortgage insurance industry during the past five (5) years shall not be considered a Burdensome Condition or (B) that would require the Acquiror and its Subsidiaries or the Company and its Transferred Subsidiaries to sell, divest, operate in a specified manner, hold separate or discontinue (other than any temporary measure) any portion of the assets, liabilities, businesses, operations, or interests in any assets or businesses of the Acquiror and its Subsidiaries or the Company and its Subsidiaries, the effect of which, either individually or collectively, would, or would reasonably be expected to, constitute 10% or more of the pre-tax underwriting gain or loss of the GSE-approved insurance company Subsidiaries of the Acquiror and the Company, on a combined basis, based on the most recent annual statutory financial statements of the GSE-approved insurance company Subsidiaries of the Acquiror and the Company.

“Business” shall mean the business conducted by the Company and the Transferred Subsidiaries as of the date hereof.

“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to remain closed.

“Capital Stock” shall mean capital stock, shares or other type of equity interest in (as applicable) a Person.

“Cash Consideration” shall have the meaning set forth in Section 2.03(a).

“Closing” shall have the meaning set forth in Section 2.02.

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“Closing Average Stock Price” shall have the meaning set forth in Section 2.04(a).

“Closing Date” shall have the meaning set forth in Section 2.02.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

“Company” shall have the meaning set forth in the Recitals.

“Company Benefit Plans” shall mean the Parent Benefit Plans sponsored by the Company or any of the Transferred Subsidiaries solely for the benefit of Employees and former employees of the Company and the Transferred Subsidiaries.

“Company Dividend Amount” shall have the meaning set forth in Section 2.03(d).

“Company ERISA Affiliate” shall have the meaning set forth in Section 3.13(c).

“Company E&O Claims” shall mean the claims set forth in Section 5.12 of the Parent Disclosure Schedule as updated prior to the Closing.

“Company IT Systems” shall mean all information technology systems, networks, hardware, computers, software, servers, workstations, routers, hubs, switches, data communication lines, and other information technology equipment used or held for use in the operation of the Business.

“Company Material Adverse Effect” shall mean any fact, circumstance, event, change, violation, development, effect, condition or occurrence, either individually or in the aggregate with any other facts, circumstances, events, changes, violations, developments, effects, conditions or occurrences, that 0 is, or would reasonably be expected to have a material adverse effect on to the business, operations (including results of operations), assets, liabilities, properties or financial condition of the Company and the Transferred Subsidiaries, taken as a whole, excluding any such fact, circumstance, event, change, violation, development, effect, condition or occurrence arising out of or resulting from, after the date hereof, (i) (A) changes in conditions in the United States or global economy generally or capital or financial markets generally, including changes in interest or exchange rates (including any resulting change in the value of the Investment Assets that is greater than any change in value due to acts or omissions taken by the Company or any Transferred Subsidiary), (B) changes in political conditions generally of the United States or any other country or jurisdiction in which any of the Company or any of the Transferred Subsidiaries operates and (C) changes that are the result of business, economic or market factors generally affecting any of the industries in which the Business operates (including changes in unemployment rates, housing prices, the housing market or the market for mortgages or mortgage insurance), (ii) the public disclosure or announcement of the transactions contemplated by this Agreement or the other Transaction Agreements, (iii) the identity of the Acquiror or its Affiliates, (iv) any changes in applicable Law, GAAP, SAP, PMIERs, policies or procedures of the FHFA or the Government Sponsored Entities, or the enforcement or interpretation thereof, (v) (A) actions required or contemplated to be taken or omitted pursuant to this Agreement or (B) actions or omissions taken by the Parent with the Acquiror’s written consent, (vi) any action taken by the Acquiror or its Affiliates with respect to the transactions

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contemplated by this Agreement, (vii) any hostilities, act of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism or military actions, (viii) any failure by the Company or the Transferred Subsidiaries to achieve any earnings, premiums written or other financial projections or forecasts, in and of itself; provided that the underlying causes of such failure will not be excluded from the determination of a Company Material Adverse Effect by virtue of this clause, and (ix) any effect that is cured by the Parent prior to the Closing, except to the extent any such fact, circumstance, event, change, violation, development, effect, condition or occurrence described in the foregoing clauses (a)(i), (a)(iv) or (a)(vii) is materially disproportionately adverse with respect to the Company and the Transferred Subsidiaries as compared to other Persons engaged in the industries in which the Company and the Transferred Subsidiaries conduct business or (b) materially impedes or materially delays, or would reasonably be likely to materially impede or materially delay, the ability of the Parent or any Affiliate of the Parent to perform their respective obligations under the Transaction Agreements or to consummate the transactions contemplated by the Transaction Agreements.

“Company Releasee” shall have the meaning set forth in Section 5.20(a).

“Confidentiality Agreement” shall have the meaning set forth in Section 5.05(a).

“Contract” shall mean any contract, agreement, undertaking, indenture, commitment, loan, consent, note or other legally binding obligation, whether written or oral other than any Parent Benefit Plan.

“Control,” “Controlled,” and “Controlling” shall mean, as to any Person, the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.  The terms “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.  For the purposes of this Agreement, the Parent shall be deemed not to be Controlled by any Person.

“Controlled Group Liability” shall have the meaning set forth in Section 3.13(c).

“Convertible Preferred Stock Consideration” shall have the meaning set forth in Section 2.03(b).

“Credit Card Program” shall mean the Parent’s Citibank Visa Corporate Credit Card Program.

“Eligible Insurance Proceeds” shall mean, with respect to Losses to be reimbursed by an Indemnifying Party that may be covered, in whole or in part, by third party insurance coverage, the amount of insurance proceeds actually received in cash under such third party insurance coverage with respect to such Losses, net of (i) the costs in seeking such collection and (ii) any demonstrative increases in premiums under third party insurance coverage directly related to such claims.

“Employees” shall mean (a) each person who as of the Closing Date is an active employee of the Company or any of the Transferred Subsidiaries and (b) each person who is an

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employee of the Company or any of the Transferred Subsidiaries as of the Closing Date who is absent from employment due to illness, vacation, injury, military service or other authorized absence (including each employee who is “disabled” under the short-term disability program currently in place for the Company or the applicable Transferred Subsidiaries, who is on approved leave under the Family and Medical Leave Act or who is on leave due to a workplace injury covered by a workers’ compensation policy or program incurred within the six (6) months prior to the Closing Date) other than employees on long-term disability or other unpaid medical leave and employees who are on leave due to a workplace injury covered by a workers’ compensation policy or program incurred more than six (6) months prior to the Closing Date.

“Environmental Laws” shall mean any applicable federal, state or local Law relating to (i) the protection, preservation or restoration of the environment, and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Pollutants.  The term “Environmental Law” includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601, et seq; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq; the Clean Air Act, as amended, 42 U.S.C. §7401, et seq; the Clean Water Act, as amended, 33 U.S.C. §1251, et seq; the Toxic Substances Control Act, as amended, 15 U.S.C. §2601, et seq; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq; and the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.

“Environmental Permit” shall mean any Permit issued under any Environmental Law.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“Exchange Act” shall mean the Securities Exchange Act of 1934.

“Expert” means a partner or principal of a widely recognized accounting or law firm with expertise in the relevant area of disagreement to be submitted to such partner or principal, provided that such partner or principal does not, and the accounting or law firm with which such partner or principal is associated does not, have a conflict of interest with respect to the determination of the dispute which is to be submitted to such partner or principal.

“Existing Revolving Credit Agreement” means the Amended and Restated Credit Agreement, dated as of June 30, 2014, among the Acquiror, certain Subsidiaries of the Acquiror, the lenders party thereto and Bank of America, N.A., as administrative agent.

“Expert Selection Process” means the selection by mutual agreement, as to the Expert, among the parties that are in disagreement over a matter to be submitted to the Expert or, in the absence of such mutual agreement, the appointment of the Expert by the International Chamber of Commerce Centre for Expertise to resolve such disagreement.

“Fannie Mae” shall mean Federal National Mortgage Association.

“FCPA” shall have the meaning set forth in Section 3.09(b).

“Federal Reserve Board” shall have the meaning set forth in Section 8.01(c).

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“FHFA” shall mean the Federal Housing Finance Authority.

“finally determined” shall have the meaning set forth in Section 10.05.

“Financial Condition” shall have the meaning set forth in Section 5.06(e).

“Financial Statements” shall have the meaning set forth in Section 3.06(a).

“Financing” shall mean the commitments and/or the financing under the Bridge Loan Agreement and/or any other financing the proceeds of which are intended to be used to consummate the transactions contemplated under this Agreement and the Transaction Agreements, including the offering of the Acquiror Perpetual Preferred Stock or any other securities of the Acquiror or any of its Subsidiaries.

“Financing Documents” means the agreements, certificates and other documents contemplated by the Financing (including the Bridge Loan Agreement).

“Financing Sources” shall mean the entities that have committed to provide or arrange or have otherwise entered into agreements in connection with the Financing, including the parties to the Bridge Loan Agreement and any indentures, credit agreements or joinder or assumption agreements entered into pursuant thereto or related thereto and underwriters, initial purchasers, arrangers and agents in the Financing.

“Financing Source Related Parties” shall mean the Financing Sources and their Affiliates, and former, current or future members, managers, general or limited partners, stockholders, shareholders and Representatives of the foregoing and their respective successors and assigns; provided that in no event shall the Acquiror constitute a Financing Source Related Party.

“Freddie Mac” shall mean Federal Home Loan Mortgage Corporation.

“GAAP” shall mean United States generally accepted accounting principles.

“Governmental Approval” shall have the meaning set forth in Section 3.05.

“Governmental Authority” shall mean any domestic or foreign governmental, legislative, judicial, administrative or regulatory authority (including, for the avoidance of doubt, state insurance regulatory authorities and the FHFA), agency, commission, body, court, association (including the NAIC) or Government Sponsored Entities.

“Governmental Deposit” shall have the meaning set forth in Section 3.16.

“Governmental Order” shall mean any order, writ, judgment, injunction, decree or award entered by or with any Governmental Authority.

“Government Sponsored Entities” or “GSEs” shall mean Fannie Mae and Freddie Mac.

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“Holding Company System Act” shall mean provisions of a jurisdiction’s insurance laws governing control over insurer, transactions between insurers and affiliates and registration of holding companies.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Income Taxes” shall mean, with respect to a Person, any Tax based upon, measured by, or calculated with respect to (a) net income or profits or overall gross income or gross receipts (including any capital gains or alternative minimum Tax) of that Person, whether on a worldwide basis or only insofar as such net income, net profits or net gains are considered to arise in or are allocated to, attributable to or relate to a particular branch or other location of such Person or (b) multiple bases (including corporate franchise, doing business or occupation Tax) if one or more of the bases on which that Tax may be measured or calculated is described in clause (a) of this definition.

“Income Tax Returns” shall have the meaning set forth in Section 7.01(b).

“Indebtedness” shall mean (i) the principal of and premium, if any, and interest in respect of any indebtedness for borrowed money, (ii) any other indebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) every capitalized lease obligation of the type or nature reflected in the Financial Statements (or that would be required to be reflected in the Financial Statements in accordance with GAAP), (iv) every obligation issued or assumed as the deferred purchase price of property or services, (v) all obligations, contingent or otherwise, relative to the face amount of all surety bonds, letters of credit or other similar instruments, whether or not drawn, and banker’s acceptances issued for the account of the Company or any Transferred Subsidiary and for which Company or any Transferred Subsidiary is obligor, (vi) all obligations under interest rate, currency or commodity derivatives or hedging transactions (valued at the termination value thereof), (vii) all obligations of a type described in clauses (i) through (vi) of any other Person, the payment of which is guaranteed, directly or indirectly, Company or any Transferred Subsidiary, and (viii) all indebtedness and obligations of the types described in the foregoing clauses (i) through (vii) to the extent secured by any Lien on any property or asset owned or held by Company or any Transferred Subsidiary as of the Closing, regardless of whether the indebtedness secured thereby shall have been assumed by the Parent or is nonrecourse to the credit of Company or any  such Transferred Subsidiary.

“Indemnified Party” shall have the meaning set forth in Section 10.04(a).

“Indemnifying Party” shall have the meaning set forth in Section 10.04(a).

“Initial Outside Date” shall mean March 31, 2017.

“Insurance Contract” shall mean any insurance policy, binder, slip or contract or reinsurance treaty, contract, binder or slip issued by an Insurance Subsidiary in connection with the Business.

“Insurance Policies” shall have the meaning set forth in Section 3.19.

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“Insurance Reserves” shall mean the reserves required to be maintained by each of the Company and any Transferred Subsidiary in accordance with SAP or GAAP, as applicable, including any reserves, contingency reserve, funds or provisions for losses, claims, premiums, loss and loss adjustment expenses (including reserves for incurred but not reported losses and loss adjustment expenses) and other Liabilities in respect of the Insurance Contracts issued by the Company or any Transferred Subsidiary.

“Insurance Subsidiary” shall have the meaning set forth in Section 3.06(b).

“Intellectual Property” shall mean: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, renewals, extensions and reexaminations thereof and all rights therein provided by international treaties or conventions; (b) trademarks, service marks, trade dress, trade names, any and all common law rights with respect to any of the foregoing, Internet domain names, all registrations and applications for registration of any of the foregoing, all rights therein provided by international treaties or conventions, all extensions and renewals of any of the foregoing and all goodwill appurtenant to any of the foregoing; (c) copyrights (including any applicable rights in software, data and databases), whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions; and (d) trade secrets, including processes, know-how, specifications, financial models and risk models.

“Intercompany Agreements” shall mean oral or written, agreements, contracts, agreements, notes, leases, licenses and other instruments between the Company or any Transferred Subsidiary, on the one hand, and the Parent or any Affiliate of the Parent (other than the Company and the Transferred Subsidiaries), on the other hand.

“Interim Tax Payments” shall mean the payments described in Section 2.09.

“Investment Assets” shall have the meaning set forth in Section 3.18(a).

“Investment Company Act” shall have the meaning set forth in Section 3.22.

“Investor Rights Agreement” shall have the meaning set forth in the Recitals.

“IRS” shall mean the U.S. Internal Revenue Service.

“IT Acquisition Costs” shall have the meaning set forth in Section 5.22(c).

“IT Contracts” shall have the meaning set forth in Section 5.22(a).

“Knowledge” of a Person shall mean: (a) in the case of the Parent, the actual knowledge of any Person listed in Section 1.01(b) of the Parent Disclosure Schedule, subject to the subject matter limitations set forth in such section of the Parent Disclosure Schedule, or (b) in the case of the Acquiror, the actual knowledge of any Person listed in Section 1.01(a) of the Acquiror Disclosure Schedule, subject to the subject matter limitations set forth in such section of the Acquiror Disclosure Schedule.

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“Law” shall mean any federal, state, provincial, local, domestic or foreign law, statute, legislation, code, treaty or ordinance, or any rule, regulation, judgment, order, writ, injunction, ruling, decree, agency requirement, official administrative pronouncement or other legal requirement or rule of law of any Governmental Authority or Tax Authority.

“Leased Real Properties” shall have the meaning set forth in Section 3.20(b).

“Liability” shall mean any liability, debt, obligation, commitment, guaranty, claim, loss, damage, deficiency, fine, settlement payment, award, judgment, cost or expense of any kind, whether relating to payment, performance or otherwise, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, fixed, absolute or contingent.

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien or charge of any kind.

“Litigation Hold” shall mean the scope of documents and records whose preservation is mandated by a document retention notice issued in connection with any litigation, arbitration, mediation (or other form of dispute resolution), third party subpoena, or regulatory inquiry.

“Losses” shall mean any and all losses, damages, reasonable costs, reasonable expenses, reasonable costs and expenses for investigation, liabilities, settlement payments, awards, judgments, fines, obligations and claims.

“Low Reference Stock Price” shall have the meaning set forth in Section 2.04(b).

“Marketing Period” shall mean the first period of ten (10) consecutive Business Days (provided that (x) neither November 23, 2016, nor November 25, 2016, shall be considered a Business Day for purposes of this definition, (y) if the Marketing Period has not ended on or prior to December 16, 2016, then the Marketing Period shall commence no earlier than January 3, 2017, and (z) the Marketing Period shall commence no earlier than September 6, 2016) after the date of this Agreement beginning on the first day on which (a) the Acquiror shall have received delivery of the Required Information; and (b) the conditions set forth in Section 8.01 and Section 8.03 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing) or waived; provided, that (i) the Marketing Period shall not be deemed to have commenced if after the date of this Agreement and prior to the Closing, (A) PricewaterhouseCoopers LLP shall have withdrawn its audit opinion with respect to any of the financial statements contained in the Required Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by PricewaterhouseCoopers LLP or another independent accounting firm reasonably acceptable to Parent, (B) the financial statements included in the Required Information that is available to the Acquiror on the first day of any such ten (10) consecutive Business Day period would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on any day during such ten (10) consecutive Business Day period to permit a registration statement on Form S-1 using such financial statements to be declared effective by the SEC on the last day of such ten (10) consecutive Business Day period, in which case the Marketing Period shall not be deemed to commence until the receipt by the Acquiror of updated Required Information that would be required under Rule 3-12 of Regulation

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S-X to permit a registration statement on Form S-1 using such financial statements to be declared effective by the SEC on the last day of such new ten (10) consecutive Business Day period or (C) the Parent or any of its Subsidiaries (or the board of directors or general partners thereof, as applicable) shall have announced  any intention to restate any historical financial statements included in the Required Information, in which cases the Marketing Period shall not be deemed to commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Parent or any of its Subsidiaries (or the board of directors or general partners thereof, as applicable) has announced that it has concluded no such restatement shall be required and (ii) in all circumstances, the Marketing Period shall end on any earlier date that is the date on which at least $1,375,000,000 in the aggregate of cash proceeds in respect of the Financing are actually obtained by the Acquiror; provided, further, that if the Parent shall in good faith reasonably believe that the Required Information has been delivered to the Acquiror, it may deliver to the Acquiror a written notice to that effect (stating that it believes that such delivery has been completed), in which case the Required Information shall be deemed to have been provided (and, if the other conditions set forth in this definition have been met, the Marketing Period commenced) on the first (1st) Business Day following the date that notice is deemed to have been received pursuant to Section 11.02 unless the Acquiror in good faith reasonably believes the delivery of the Required Information has not been completed and, within two (2) Business Days of the delivery of such notice by the Parent, delivers a written notice to the Parent to that effect (stating with specificity which Required Information the Acquiror reasonably believes has not been delivered), in which case the Marketing Period shall be deemed to have not commenced and will only commence beginning on the date of delivery to the Acquiror of the Required Information.

“Material Contract” shall mean, together with any amendments or supplements thereto, (a) any Contract to which the Company or any of the Transferred Subsidiaries is a party or by which their respective assets or properties are bound (other than Real Property Leases and Insurance Contracts entered into by an Insurance Subsidiary in the Ordinary Course of Business and enterprise-wide license or “master” agreements of the Parent) which (i) calls for the payment, whether contingent or otherwise, by the Company or any Transferred Subsidiary in excess of $300,000 per annum, or the delivery by the Company or any Transferred Subsidiary of goods or services with a fair market value in excess of $300,000 per annum, during the remaining term thereof, (ii) provides for the Company or any Transferred Subsidiary to receive any payments in excess of, or any property with a fair market value in excess of, $300,000 per annum during the remaining term thereof and (iii) contains covenants restricting the ability of the Company or any Transferred Subsidiary, or, after Closing, the Acquiror or its Affiliates, to engage or compete in any line of business, Person or geographical area, (b) any material joint venture or partnership Contract to which the Company or any of the Transferred Subsidiaries is a party or any Contract to which the Company or any of the Transferred Subsidiaries is a party providing for the sharing of losses and profits with an unaffiliated third party, (c) any Contract to which the Company or any of the Transferred Subsidiaries is a party relating to the acquisition or disposition of any material business (whether by merger, acquisition or sale of stock or assets or otherwise) or any material amount of assets (other than Investment Assets) pursuant to which the Company or any Transferred Subsidiary has any continuing indemnification or other obligation to another Person, (d) all Contracts restricting the declaration or payment of any dividends or distributions on, or in respect of, any capital stock or equity interest of the Company or any

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Transferred Subsidiary and (e) all Contracts relating to Indebtedness of the Company or any Transferred Subsidiary (whether incurred, assumed, guaranteed, or secured by an asset).

“Materials” shall have the meaning set forth in Section 5.09(d).

“NAIC” shall mean the National Association of Insurance Commissioners.

“NASDAQ” shall mean The NASDAQ Stock Market.

“Net Worth Maintenance Agreement” shall mean the Amended and Restated Agreement, dated October 10, 2008, between American International Group, Inc. and United Guaranty Residential Insurance Company as amended and supplemented by the Agreement to Terminate Support Agreement, dated July 1, 2013, between American International Group, Inc. and United Guaranty Residential Insurance Company.

“Non-Compete Period” shall have the meaning set forth in Section 5.18(a).

“Non-Transferred Group” shall mean any affiliated, consolidated, combined or unitary Tax group of which Parent or any Affiliate of Parent that is not the Company or a Transferred Subsidiary is a member.

“Non-Transferred IT Contract” shall have the meaning set forth in Section 5.22(b).

“Non-U.S. Parent Benefit Plans” shall have the meaning set forth in Section 3.13(a).

“Notice of Insurance” shall have the meaning set forth in Section 10.07(d).

“Offering Documents” means customary offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials in connection with any Financing.

“Ordinary Course of Business” with respect to a Person shall mean the ordinary course of business of such Person, consistent with past practice.

“Outside Date” shall have the meaning set forth in Section 9.01(b).

“Owned Intellectual Property” shall have the meaning set forth in Section 3.11(a).

“Owned Real Property” shall have the meaning set forth in Section 3.20(a).

“Owned Registered Intellectual Property” shall have the meaning set forth in Section 3.11(a).

“Parent” shall have the meaning set forth in the Preamble hereto.

“Parent Benefit Plans” shall have the meaning set forth in Section 3.13(a).

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“Parent Disclosure Schedule” shall have the meaning set forth in the first paragraph of Article III.

“Parent Entity” shall mean the Parent or any of its Affiliates.

“Parent Fundamental Representations” shall mean the representations and warranties made in Section 3.01, Section 3.02, but, with respect to the first sentence, only to the extent applicable to the Company, Section 3.03(a), Section 3.10(d), but with respect to the second and third sentences only, Section 3.25 and Section 3.26.

“Parent Indemnified Parties” shall have the meaning set forth in Section 10.03(a).

“Parent Names and Marks” shall have the meaning set forth in Section 5.09(a).

“Parent Related Parties” shall mean the Parent and its Affiliates (including the Company and the Transferred Subsidiaries), and former, current or future members, managers, general or limited partners, stockholders, shareholders and Representatives of the foregoing and their respective successors and assigns.

“Parent Releasee” shall have the meaning set forth in Section 5.20(b).

“Parent Releasor” shall have the meaning set forth in Section 5.20(a).

“Parent’s 401(k) Plan” shall have the meaning set forth in Section 6.01(k).

“Parent’s FSA” shall have the meaning set forth in Section 6.01(j).

“Parent’s Nonqualified Plans” shall have the meaning set forth in Section 6.01(l).

“Permits” shall have the meaning set forth in Section 3.10(a).

“Permitted Liens” shall mean the following Liens, provided in all events, such Liens and each of the items set forth in (a) through (n) below will not, individually or in the aggregate, (i) materially interfere with the conduct of the Ordinary Course of Business: (a) statutory Liens for current ad valorem property Taxes that are not yet due or payable; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other Liens imposed by Law for amounts not yet due or payable arising in the Ordinary Course of Business consistent with past practices or which are being contested in good faith by appropriate proceedings and with respect to which adequate accruals or reserves have been established; (c) Liens incurred or deposits made to a Governmental Authority in connection and compliance with a governmental authorization, registration, filing, license, permit or approval; (d) Liens incurred or deposits made in the Ordinary Course of Business or Acquiror Business, as applicable, in connection and compliance with workers’ compensation, unemployment insurance or other types of social security; (e) defects of title, easements, rights-of-way, covenants, restrictions and other similar charges or encumbrances of record not materially interfering with the ordinary conduct of business; (f) Liens not created by the Company or any of the Transferred Subsidiaries that affect the underlying fee interest of any Leased Real Property; provided that the Company or the Transferred Subsidiary, as applicable, continues to enjoy any non-disturbance

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rights with respect to any such Leased Real Property, or Liens not created by the Acquiror or any of its Subsidiaries that affect the underlying fee interest of any real property leased by the Acquiror or its Subsidiaries, as applicable; (g) immaterial gaps in the chain of title evident from the records of the relevant Governmental Authority maintaining such records; (h) all licenses, agreements, settlements, consents, covenants not to assert and other arrangements entered into in the Ordinary Course of Business or Acquiror Business, as applicable; (i) zoning, building and other generally applicable land use restrictions; (j) Liens that have been placed by a third party on the fee title of the real property constituting the Leased Real Property (or real property that the Acquiror or its Subsidiaries lease) or real property over which the Company or any of the Transferred Subsidiaries or the Acquiror or its Subsidiaries, as applicable, have easement rights, provided that the Company or the Transferred Subsidiary, as applicable, continues to enjoy any non-disturbance rights with respect to any such Leased Real Property; (k) any set of facts an accurate up-to-date survey would show; provided, however, such facts do not materially interfere with the present use of the relevant Owned Real Property or Leased Real Property by the Company or the Transferred Subsidiaries, respectively, or of the relevant real property leased by the Acquiror or its Subsidiaries, as applicable; (l) pledges or other collateral assignments of assets, including by means of a credit for reinsurance trust, to or for the benefit of cedents under reinsurance written by an Insurance Subsidiary or an Acquiror Insurance Subsidiary, as applicable, for purposes of statutory accounting credit; (m) Liens granted under securities lending and securities borrowing agreements, repurchase and reverse repurchase agreements and derivatives entered into in the Ordinary Course of Business or Acquiror Business, as applicable; and (n) clearing and settlement Liens on securities and other investment properties incurred in the ordinary course of clearing and settlement transactions in such securities and other investment properties and holding of legal title or other interests in securities or other investment properties by custodians or depositories in the Ordinary Course of Business or Acquiror Business, as applicable.

“Perpetual Preferred Stock Consideration” shall have the meaning set forth in Section 2.03(c).

“Person” shall mean any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

“PMIERs” shall mean Private Mortgage Insurer Eligibility Requirements issued by Fannie Mae and/or Freddie Mac.

“Pollutants” shall mean pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products, and any other materials regulated under Environmental Laws, including, but not limited to, radon, radioactive material, dioxins, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyls.

“Post-Closing Taxable Period” shall mean a Taxable period (or portion thereof) that, to the extent it relates to the Company or a Transferred Subsidiary, begins after the Closing Date.

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“Pre-Closing Taxable Period” shall mean a Taxable period (or portion thereof), that, to the extent it relates to the Company or a Transferred Subsidiary, ends on or before the Closing Date.

“Preferred Stock Issuance Amount” shall have the meaning set forth in Section 2.03(c).

“Private Securities” shall mean: (i) those investments described in Section 5.24 of the Parent Disclosure Schedule and (ii) any debt investment(s) which the AIG Investments Private Credit Group would purchase for its affiliated investment advisory clients in the form of (x) securities offered to institutional “accredited investors” within the meaning of Regulation D under the Securities Act, which securities are not registered under the Securities Act in reliance upon one or more exemptions provided for under the Securities Act, including the exemption from registration provided by Section 4(a)(2) thereof; or (y) a commercial term loan.

“Producer” shall have the meaning set forth in Section 3.14(d).

“Proscribed Recipient” shall have the meaning set forth in Section 3.09(b).

“Protected Information” shall mean: (i) any information, in any form, that relates to an individual or that could reasonably be used to identify an individual, including personally identifiable information and protected health information, (ii) financial information, including payment card information, and (iii) any confidential or non- public information subject to obligations of confidentiality or non-disclosure by applicable Laws or by Contract.

“Purchase Price” shall have the meaning set forth in Section 2.03(f).

“Qualifying Preferred Stock Issuance” shall have the meaning set forth in Section 2.03(c).

“Quota Share Agreement” shall mean the Quota Share Reinsurance Agreement, by and between United Guaranty Residential Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA., dated as of June 2, 2015 and effective as of January 1, 2015, as novated and amended by the Novation and Amending Agreement, by and between United Guaranty Residential Insurance Company, American Home Assurance Company, Lexington Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA., dated as of February 11, 2016 and effective as of October 1, 2015, and including any related letters of credit, the Master Security Agreements, reinsurance trusts or other collateral arrangements.

“Real Property Leases” shall have the meaning set forth in Section 3.20(b).

“Reference Balance Sheet” shall have the meaning set forth in Section 3.06(a).

“Reference Stock Price” shall have the meaning set forth in Section 2.04(b).

“Registered Intellectual Property” shall mean registered copyrights, registered trademarks, registered service marks, issued patents, any pending applications for any of the foregoing and registered Internet domain names.

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“Reinsurance Agreements” shall have the meaning set forth in Section 3.15(a).

“Representative” of a Person means the directors, officers, employees, advisers, agents, consultants, accountants, investment bankers or other representatives of such Person and of such Person’s Affiliates.

“Required Information” shall mean the following, in each case prepared in accordance with GAAP: (a) audited consolidated balance sheets of the Company and the Transferred Subsidiaries and related statements of income, comprehensive income, shareholders’ equity and cash flows for (i) the fiscal years ended December 31, 2013, 2014 and 2015 and (ii) if the Closing Date has not occurred prior to March 31, 2017, the fiscal year ending December 31, 2016 and (b) unaudited consolidated balance sheets of the Company and the Transferred Subsidiaries and related statements of income, comprehensive income, shareholders’ equity and cash flows reviewed (per SAS 100) by PricewaterhouseCoopers LLP with respect to (i) the three and six month periods ended June 30, 2016 and 2015, (ii) if the Closing Date has not occurred prior to November 14, 2016, the three and nine month periods ended September 30, 2016 and 2015, (iii) if the Closing Date has not occurred prior to March 31, 2017, the three month periods ended December 31, 2016 and (iv) if the Closing Date has not occurred prior to May 15, 2017, the three month periods ended March 31, 2017 and 2016.

“Restricted Activity” shall have the meaning set forth in Section 5.18(a).

“Retained Affiliate” shall mean any Affiliate of the Parent other than the Company or the Transferred Subsidiaries.

“Run-Off UGC Entities” shall mean AIG United Guaranty Limited, AIG United Guaranty Agenzia di Assicurazione S.R.L., AIG United Guaranty, Sociedad Limitada, AIG United Guaranty Mexico, S.A., AIG United Guaranty Servicios Administrativos de R.L. de C.V. and AIG Mortgage Risk Solutions Pty Ltd.

“SAP” shall mean, as to any insurance or reinsurance company, the statutory accounting practices prescribed or permitted by applicable insurance Laws and the insurance regulatory authorities, in each case of the jurisdiction in which such company is domiciled.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Section 163(b)” shall have the meaning set forth in Section 8.01(c).

“Section 338(h)(10) Election” shall have the meaning set forth in Section 7.08(d)(i).

“Section 338 Allocation Schedule” shall have the meaning set forth in Section 7.08(d)(ii).

“Securities Act” shall mean the Securities Act of 1933.

“Shares” shall have the meaning set forth in the Recitals.

“Significant Subsidiary” shall mean each Subsidiary of the Acquiror that satisfies the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X (17 CFR 210)

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determined as of December 31, 2015 and any Affiliate of the Acquiror that is a party to a Transaction Agreement; provided that “Significant Subsidiary” shall not include Watford Holdings Ltd or its Subsidiaries.

“Statutory Statements” shall have the meaning set forth in Section 3.06(b).

“Stock Consideration” shall have the meaning set forth in Section 2.03(c).

“Subpart F Hike Taxes” shall have the meaning set forth in Section 7.03(c).

“Subpart F Schedule” shall have the meaning set forth in Section 7.03(c).

“Subsidiary” of any Person means any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) (a) the issued and outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time Capital Stock of any other class or classes of such corporation or other Person shall or might have voting power upon the occurrence of any contingency), (b) more than 50% of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than 50% of the beneficial interest in such trust or estate, is at the time of determination directly or indirectly beneficially owned or Controlled by such Person.

“Tax” or “Taxes” means all federal, state, local or foreign taxes, charges, payments in lieu of taxes, levies or other assessments or charges of any kind whatsoever, and premium-based fees, licenses and assessments including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, premium, alternative or add-on minimum, single business, margin, inventory, capital stock, bulk, production, recording, registration, mortgage, stamp, real estate, excise, withholding, payroll, employment, social security, unemployment, excise, occupation, real property, personal property, estimated taxes imposed by any Tax Authority, and all interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authority with respect thereto.

“Tax Authority” shall mean any Governmental Authority having jurisdiction over the assessment, determination, collection, or imposition of any Tax.

“Tax Package” shall have the meaning set forth in Section 7.05(b).

“Tax Returns” shall mean all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Tax Authority relating to any Tax.

“Tax Sharing Agreements” shall have the meaning set forth in Section 7.08(e).

“Termination Fee” shall mean an amount in cash equal to $150.0 million.

“Third Party Claim” shall have the meaning set forth in Section 10.04(a).

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“Trading Day” shall have the meaning set forth in Section 2.04(a).

“Transaction Agreements” shall mean, collectively, this Agreement and the Ancillary Agreements.

“Transfer Taxes” shall have the meaning set forth in Section 7.03(d).

“Transferred Subsidiaries” shall have the meaning set forth in the Recitals.

“Transition Services Agreement” shall have the meaning set forth in the Recitals.

“Transitional Use Period” shall have the meaning set forth in Section 5.09(d).

“Underlying Shares” shall have the meaning set forth in Section 2.03(c).

“UG Asia” shall have the meaning set forth in the Recitals.

“UG Asia Closing Date” shall have the meaning set forth in Section 2.06.

“UG Asia Consideration” shall have the meaning set forth in Section 2.06.

“UG Asia Shares” shall have the meaning set forth in the Recitals.

“VWAP” shall have the meaning set forth in Section 2.04(a).

“XOL Reinsurance Treaty” shall have the meaning set forth in Section 8.03(b).

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EXHIBIT B

FORM OF INVESTOR RIGHTS AGREEMENT

Dated as of          ,

TABLE OF CONTENTS

		Page
ARTICLE I REGISTRATION RIGHTS		1
1.1	Shelf Registrations	1
1.2	Demand Registrations	3
1.3	Inclusion of Other Securities; Priority	4
1.4	Restrictions on Registration	5
1.5	Piggyback Registrations	6
1.6	Holdback Agreement	8
1.7	Registration Procedures	8
1.8	Registration Expenses	13
1.9	Indemnification	14
1.10	Participation in Underwritten Registrations	16
1.11	Rule 144 and 144A Reporting	16
1.12	Miscellaneous	17
1.13	Subject to Transfer Restrictions	18
ARTICLE II COVENANTS		18
2.1	Transfer Restrictions	18
2.2	Standstill	19
2.3	Redemptions and Accelerated Share Repurchases	20
2.4	Open-Market Repurchases	21
2.5	Ownership Threshold	23
2.6	Listing	23
2.7	Private Sale and Legends	23
ARTICLE III TAX MATTERS		24
3.1	Tax Return Information	24
3.2	PFIC and CFC Information	24
3.3	QEF Election	24
3.4	Retention of Tax Information	25
ARTICLE IV MISCELLANEOUS		25
4.1	Term	25
4.2	Notices	25
4.3	Investor Actions	26
4.4	No Partnership	26
4.5	Memorandum of Association	26
4.6	Amendments and Waivers	26
4.7	Assignment of Registration Rights	26
4.8	Assignment	27

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4.9	Severability	27
4.10	Counterparts	27
4.11	Entire Agreement	27
4.12	Governing Law; Arbitration; Waiver of Jury Trial	27
4.13	Agent for Service of Process	27
4.14	Specific Performance	28
4.15	No Third Party Beneficiaries	28
4.16	Defined Terms	28
4.17	Interpretation	35
4.18	Further Assurances	36

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This INVESTOR RIGHTS AGREEMENT, dated as of          ,      (this “Agreement”), is made between Arch Capital Group Ltd., an exempted company with limited liability registered under the laws of Bermuda (together with its successors and permitted assigns, the “Company”), and American International Group, Inc., a Delaware corporation (the “Parent”).

A.On August 15, 2016 (the “Signing Date”), the Company and the Parent entered into the Stock Purchase Agreement, dated as of the Signing Date (the “Stock Purchase Agreement”), providing for, among other things, the issuance to the Parent of certain securities of the Company.

B.On the date hereof, pursuant to the Stock Purchase Agreement, the Parent acquired from the Company (i)           shares of Company Convertible Preferred Stock convertible into           shares of Company Common Stock (such Company Convertible Preferred Stock, together with such Company Common Stock issuable by way of conversion thereof, the “Convertible Preferred Shares”) and (ii)           shares of Company Perpetual Preferred Stock (the “Perpetual Preferred Shares”).

C.The Company and the Parent desire to establish in this Agreement certain terms and conditions concerning the Parent’s and other Investors’ relationships with and investments in the Company, including the registration rights for Registrable Securities set forth in this Agreement.

D.Capitalized terms used in this Agreement are used as defined in Section 4.16.

Now, therefore, the parties hereto agree as follows:

ARTICLE I

REGISTRATION RIGHTS

1.1Shelf Registrations.

(a)Shelf Registration of Perpetual Preferred Shares. On the date of this Agreement, the Company shall prepare and file with the SEC a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (or amend an existing Automatic Shelf Registration Statement or file a prospectus supplement that shall be deemed to be part of an existing Automatic Shelf Registration Statement in accordance with Rule 430B under the Securities Act) (a “Shelf Registration Statement”) covering all Registrable Securities that are Perpetual Preferred Shares held by the Investors pursuant to a shelf registration for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act. The Shelf Registration shall provide for the resale of such Registrable Securities from time to time by and pursuant to any method or combination of methods legally available to the Investors (including, without limitation, an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the

internet, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Parent and the other Investors thereof.

(b)Shelf Registration of Other Shares. No later than the date that is ten (10) days, in the case of a Shelf Registration Statement that is an Automatic Shelf Registration Statement, or sixty (60) days, in the case of a Shelf Registration Statement other than an Automatic Shelf Registration Statement, prior to the Six-Month Restricted Date, the Company shall prepare and file with the SEC a Shelf Registration Statement covering all Registrable Securities other than Perpetual Preferred Shares held by the Investors pursuant to a Shelf Registration. If permitted under the Securities Act, such Shelf Registration Statement shall be an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act. The Shelf Registration shall provide for the resale of such Registrable Securities from time to time by and pursuant to any method or combination of methods legally available to the Investors (including, without limitation, an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Parent and the other Investors thereof.

(c)Effectiveness. The Company shall use its reasonable best efforts to (i) cause the Shelf Registration Statements filed pursuant to Section 1.1(a) and Section 1.1(b) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof and (ii) keep such Shelf Registration Statements continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities covered by each such Shelf Registration Statement until such time as there are no Registrable Securities remaining, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statements.

(d)Additional Selling Stockholders. At any time and from time to time when a Shelf Registration Statement is effective, if the Parent or any other Investor requests that the Parent or any other Investor be added as a selling stockholder in such Shelf Registration Statement, the Company shall as promptly as practicable amend or supplement the Shelf Registration Statement to cover such additional Investor.

(e)Right to Effect Shelf Take-Down. The Parent and each other Investor shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf Take-Down”).

(f)Underwritten Shelf Take-Downs. The Parent or any other Investor intending to effect a Shelf Take-Down shall be entitled to request, by written notice to the Company (an “Underwritten Shelf Take-Down Notice”), that the Shelf Take-Down be an underwritten offering (an “Underwritten Shelf Take-Down”). The Underwritten Shelf Take-

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Down Notice shall specify the number of Registrable Securities intended to be offered and sold by the Parent and/or other Investor(s) pursuant to the Underwritten Shelf Take-Down. The Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Underwritten Shelf Take-Down. The Company will pay all Registration Expenses incurred in connection with any registration or underwritten offering requested in accordance with this Agreement. The Company shall not be required to facilitate an Underwritten Shelf Take-Down unless the aggregate gross proceeds from such offering are reasonably expected to be at least two-hundred million dollars ($200 million) and shall not be required to effect more than two (2) Underwritten Shelf Take-Downs in any twelve (12) month period.

(g)Selection of Underwriters.  In connection with any such underwritten offering, the Parent or any other Investor requesting such underwritten offering shall have the right to select the investment banking firm(s) and manager(s) to administer such underwritten offering as lead bookrunning managing underwriter(s), subject to the approval of the Company (which approval shall not be unreasonably withheld, conditioned or delayed). For such underwritten offering, the Company will have the right to appoint one co-lead manager that shall not serve in the capacity as a bookrunning underwriter.

(h)Non-Underwritten Shelf Take-Down. If the Parent or any other Investor desires to initiate an offering or sale of all or part of the Parent’s or any other Investor’s Registrable Securities that does not constitute an Underwritten Shelf Take-Down (a “Non-Underwritten Shelf Take-Down”), the Parent or such other Investor shall so indicate in a written notice (a “Non-Underwritten Shelf Take-Down Notice”) delivered to the Company no later than three (3) Business Days (or in the event any amendment or supplement to a Shelf Registration Statement is necessary, no later than ten (10) Business Days) prior to the expected date of such Non-Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing Registrable Securities to be sold in such Non-Underwritten Shelf Take-Down), and, to the extent necessary, the Company shall file and effect an amendment or supplement to its applicable Shelf Registration Statement for such purpose as soon as practicable after receipt of such Non-Underwritten Shelf Take-Down Notice.

1.2Demand Registrations.

(a)Right to Demand Registrations. If the Company has not made available a Shelf Registration, on or after the date of this Agreement, in the case of Demand Registrations covering Registrable Securities that are Perpetual Preferred Shares, or on or after the date that is sixty (60) days prior to the Six-Month Restricted Date, in the case of Demand Registrations covering Registrable Securities other than Perpetual Preferred Shares, the Parent or any other Investor may, by providing written notice to the Company, request to sell all or a portion of the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by the Parent and any other Investors pursuant to the Demand Registration and the

B-3

intended method of distribution thereof, including whether it is intended to be an underwritten offering. As promptly as practicable and no later than ten (10) Business Days after receipt of a Demand Registration Request, the Company shall register all Registrable Securities that have been requested to be registered in the Demand Registration Request. The Company shall use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 1.2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided, however, that the Registration Statement covering Registrable Securities other than Perpetual Preferred Shares filed pursuant to this Section 1.2(a) need not be declared effective prior to the Six-Month Restricted Date. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or any similar short-form registration statement to the extent the Company is permitted to use such form at such time, and may be effected through an existing registration statement that is already effective under the Securities Act, or through a post-effective amendment or supplement to any such Registration Statement or other registration statement.

(b)Number of Demand Registrations. The Parent and the other Investors shall be collectively entitled to request up to a total of three (3) Demand Registrations covering Registrable Securities other than Perpetual Preferred Shares (which, for the avoidance of doubt, shall be in addition to any Shelf Registration pursuant to Section 1.1); provided, however, that a registration shall not count as a Demand Registration for this purpose unless and until the Parent and the other Investors are able to register and sell at least 75% of the Registrable Securities requested to be included in such registration; provided, that the Company shall not be required to comply with a Demand Registration unless the aggregate gross proceeds from such offering are reasonably expected to be at least two-hundred million dollars ($200 million).

(c)Withdrawal. An Investor may, by written notice to the Company, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notices from all applicable Investors to such effect, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement, unless the Company intends to effect a primary offering of securities pursuant to such Registration Statement.

(d)Selection of Underwriters. If a Demand Registration is an underwritten offering, the Parent or any other Investor requesting such underwritten offering shall have the right to select the investment banking firm(s) and manager(s) to administer such underwritten offering as lead bookrunning managing underwriter(s), subject to the approval of the Company (which approval shall not be unreasonably withheld, conditioned or delayed). For such underwritten offering, the Company will have the right to appoint one co-lead manager that shall not serve in the capacity as a bookrunning underwriter.

1.3Inclusion of Other Securities; Priority. The Company shall not include in any Demand Registration or Shelf Take-Down any securities that are not Registrable Securities without the prior written consent of the Investors participating in such Demand Registration or Shelf Take-Down (such consent not to be unreasonably withheld, conditioned or delayed). If a Demand Registration or Shelf Take-Down involves an underwritten offering and the managing underwriters of such offering advise the Company and the Investors in writing that, in their opinion, the number of Equity Securities proposed to be included in such Demand Registration or Underwritten Shelf Take-Down, including all Registrable Securities and all other Equity

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Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Demand Registration or Underwritten Shelf Take-Down: (i) first, the Registrable Securities proposed to be sold by Investors in such offering; and (ii) second, any Equity Securities proposed to be included therein by any other Persons (including Equity Securities to be sold for the account of the Company and/or any other holders of Equity Securities), allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine. If more than one Investor is participating in such Demand Registration or Underwritten Shelf Take-Down and the managing underwriters of such offering determine that a limited number of Registrable Securities may be included in such offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), then the Registrable Securities that are included in such offering shall be allocated pro rata among the participating Investors on the basis of the number of Registrable Securities initially requested to be sold by each such Investor in such offering.

1.4Restrictions on Registration.

(a)Right to Defer or Suspend Registration. In the event that the Company determines in good faith that any one or more of the following circumstances exist, the Company may, at its option, (x) defer, suspend or delay any Demand Registration or (y) require the Parent and the other Investors to suspend any offerings of Registrable Securities pursuant to a Registration Statement for the periods specified:

(i)if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period;

(ii)if the Company believes after consultation with counsel that an offering would require the Company, under applicable securities laws and other laws, to make disclosures of material non-public information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would have a material and adverse effect on the Company; provided, that this exception shall continue to apply only during the time that such material non-public information has not been disclosed and remains material; provided, further, that upon disclosure of such material non-public information, the Company shall (x) notify the Parent and the other Investors whose Registrable Securities are included in the Registration Statement; (y) terminate any deferment or suspension it has put into effect; and (z) take such actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and

(iii)if any such offering would violate applicable Law.

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(b)Limitation on Deferrals and Suspensions. The Company shall not be permitted to defer registration or require the Parent and the other Investors to suspend an offering pursuant to Section 1.4(a)(ii) if the duration of all such deferrals or suspensions would for any individual reason exceed sixty (60) consecutive days or if the duration of all such deferrals or suspensions would in the aggregate exceed one hundred twenty (120) days in any twelve (12) month period.

(c)Withdrawal. If the Company delays or suspends a Demand Registration, the Investor that initiated such Demand Registration shall be entitled to withdraw its Demand Registration Request and, if it does so, such Demand Registration Request shall not count against the limitation on the number of such Holder’s Demand Registrations set forth in Section 1.2(b).

1.5Piggyback Registrations.

(a)Right to Piggyback. Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

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(b)Priority on Primary Registrations. If a Piggyback Registration or Piggyback Shelf Take-Down is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities proposed to be included in such offering, exceeds the number of Equity Securities that can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the Equity Securities that the Company proposes to sell in such offering; (ii) second, the Registrable Securities requested to be included in such registration by the Parent or any other Investor, allocated, in the case of this clause (ii), pro rata among such Investors on the basis of the number of Registrable Securities initially proposed to be included by each such Investor in such offering; and (iii) third, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (subject to Section 1.12(a)), allocated, in the case of this clause (iii), among such Persons in such manner as the Company may determine, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

(c)Priority on Secondary Registrations. If a Piggyback Registration or a Piggyback Shelf Take-Down is initiated as an underwritten offering other than on behalf of the Company, and the managing underwriters of the offering advise the Company in writing that, in their opinion, the number of Equity Securities proposed to be included in such offering, including all Registrable Securities and all other Equity Securities requested to be included in such offering, exceeds the number of Equity Securities which can reasonably be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or distribution of the securities to be sold in such offering), the Company shall include in such Piggyback Registration or Piggyback Shelf Take-Down: (i) first, the Registrable Securities requested to be included in such registration by the Parent or any other Investor, allocated, in the case of this clause (i), pro rata among such Investors on the basis of the number of Registrable Securities initially proposed to be included by each such Investor in such offering; and (ii) second, any Equity Securities proposed to be included in such offering by any other Person to whom the Company has a contractual obligation to facilitate such offering (subject to Section 1.12(a)) and any Equity Securities that the Company proposes to sell in such offering, allocated, in the case of this clause (ii), among such Persons in such manner as the Company may determine, up to the number of Equity Securities, if any, that the managing underwriters determine can be included in the offering without reasonably being expected to adversely affect the success of the offering (including the price, timing or distribution of the securities to be offered in such offering).

(d)Selection of Underwriters. In any Piggyback Registration or Piggyback Shelf Take-Down, including if initiated as a primary underwritten offering on behalf of the Company or another securityholder, the Company shall have the right to select the investment banking firm(s) to act as the underwriters (including managing underwriter(s)) in connection with such offering.

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1.6Holdback Agreement.

(a)For so long as Parent and any other Investor, individually or together, holds or Beneficially Owns at least five percent (5%) of the issued and outstanding Company Common Stock on an as-converted basis, each Investor agrees that in connection with any registered underwritten offering of Company Common Stock, and upon request from the managing underwriter(s) for such offering, such Investor shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the launch of such offering), Transfer any Registrable Securities. The foregoing provisions of this Section 1.6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement and shall be applicable to the Investors only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling stockholder included in such offering are subject to the same restrictions.  Each Investor agrees to execute and deliver such customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 1.6(a) and are necessary to give further effect thereto; provided, that the terms of such agreements shall not be more restrictive than the restrictions to which the directors and executive officers of the Company are subject.

(b)To the extent requested by the managing underwriter(s) for the applicable offering, the Company and its directors and executive officers shall not effect any sale registered under the Securities Act or other public distribution of Equity Securities during the period commencing three (3) days prior to and ending ninety (90) days after the launch of an underwritten offering pursuant to Section 1.1, 1.2 or 1.5 of this Agreement, other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) pursuant to a registration in which the Company is offering to exchange its own securities for other securities or (iv) in connection with any dividend or distribution reinvestment or similar plan.

1.7Registration Procedures.

(a)In connection with the registration obligations of the Company pursuant to and in accordance with this Agreement, the Company will use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as reasonably practicable, the Company shall:

(i)prepare and file with the SEC a Registration Statement with respect to such Registrable Securities, cooperate with underwriters’ counsel in an underwritten offering in connection with all required filings with FINRA and thereafter use its reasonable best efforts to cause such Registration Statement to become effective upon filing but in any event as soon as reasonably practicable after the filing of such Registration Statement (provided, however, that a Registration Statement covering Registrable Securities other than Perpetual Preferred Shares filed pursuant to Section 1.2(a) need not be declared effective

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prior to the Six-Month Restricted Date); provided, that before filing a Registration Statement or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act that are incorporated or deemed to be incorporated by reference into the Registration Statement), the Company will furnish to the Parent and the other Investors copies of all documents proposed to be filed. In the case of a Registration Statement pursuant to Section 1.1 or 1.2, if the Parent informs the Company that it has any objections to the filing of such Registration Statement, amendment or supplement, the Company will not file such Registration Statement, amendment or supplement. In the case of a Registration Statement pursuant to Section 1.5, the Company will not file any Registration Statement or amendment or supplement to such Registration Statement to which the Parent will have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder;

(ii)use reasonable best efforts to prepare and file with the SEC such amendments and supplements to any Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of the Registrable Securities covered by such Registration Statement have been disposed of and comply with the applicable requirements of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement;

(iii)furnish to the Parent and the other Investors, without charge, such number of conformed copies of such Registration Statement and of each post-effective amendment thereto, and deliver, without charge, such number of copies of each preliminary prospectus, final prospectus, all exhibits and other documents filed therewith and such other documents as the Parent and the other Investors may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by it or any Investor;

(iv)use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Parent and the other Investors reasonably request in writing; provided that the Company shall not be required to qualify generally to do business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for its obligations pursuant to this Section 1.7(a)(iv);

(v)promptly as reasonably practicable notify the Parent and the other Investors, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, as promptly as practicable, prepare and furnish to the Parent and the other Investors a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such

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Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided, that any Investor receiving information pursuant to this Section 1.7(a)(v) shall protect the confidentiality of, and not disclose, any information regarding the Company which the Company determines in good faith to be confidential and of which determination such Person is notified, unless such information (A) is or becomes known to the public without a breach of this Agreement or any other agreement to which such Person is a party, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Authority, subpoena or similar process, or (E) is otherwise required to be disclosed by applicable Law (other than securities Laws);

(vi)promptly notify the Parent and the other Investors (A) when the prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement such prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for such purpose and (D) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(vii)use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange, if any, on which similar securities issued by the Company are then listed;

(viii)enter into such customary agreements (including underwriting agreements in form, scope and substance as is customary in underwritten offerings) and take all such appropriate and reasonable other actions as the Parent, the Investors or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(ix)if such offering is an underwritten offering, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the Parent, the other Investors, any underwriter participating in any disposition pursuant to such Registration Statement and any counsel, accountant or other agent retained by the Parent and the other Investors or any such underwriter, all financial and other records, pertinent corporate documents of the Company related to the Company and its business as will be reasonably necessary and requested by such Investor(s) or underwriters to enable them to reasonably exercise their due diligence responsibilities, provided that any Person receiving access to information or personnel pursuant to this Section 1.7(a)(ix) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the

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Company’s business and (ii) protect the confidentiality of, and not disclose, any information regarding the Company which the Company determines in good faith to be confidential and of which determination such Person is notified, unless such information (A) is or becomes known to the public without a breach of this Agreement or any other to which such Person is a party, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Authority, subpoena or similar process, or (E) is otherwise required to be disclosed by applicable law (other than securities laws);

(x)otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement in a form that satisfies the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 thereunder, which requirement shall be deemed satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;

(xi)in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain the withdrawal of such order at the earliest practicable time;

(xii)enter into such agreements and take such other actions as the Parent, the Investors or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, entering into a customary underwriting agreement and preparing for and participating in such customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition, including, as the underwriters reasonably request, making members of senior management of the Company, as would customarily participate in “road show” and other customary marketing activities for an offering by the Company comparable to such offering in size and type of securities offered, cooperate with the managing underwriters or underwriter and make themselves available to participate on a reasonable basis in “road show” and other customary marketing activities reasonably requested by the managing underwriter(s);

(xiii)if such offering is an underwritten offering, use reasonable best efforts to furnish to the Parent, each underwriter and the other Investors one or more comfort letters, addressed to the underwriters, the Parent and the Investors, dated the effective date of, or the date of the final receipt issued for, such Registration Statement (the date of the closing under the underwriting agreement for such offering), signed by the Company’s independent public accountants in

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customary form and covering such matters of the type customarily covered by comfort letters in similar underwritten offerings;

(xiv)if such offering is an underwritten offering, use its reasonable best efforts to provide legal opinions of the Company’s outside counsel, addressed to the underwriters, dated the effective date of, or the date of the final receipt issued for, such Registration Statement (the date of the closing under the underwriting agreement for such offering), each amendment and supplement thereto, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;

(xv)make available to the Parent and the other Investors each item of correspondence from the SEC or the staff of the SEC and each item of correspondence written by or on behalf of the Company to the SEC or the staff of the SEC, in each case solely relating to such Registration Statement; and

(xvi)use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any Transfer of Registrable Securities, including (A) with respect to the transfer of any physical stock certificates representing common stock into book-entry form in accordance with any procedures reasonably requested by the Parent or the Investors or the underwriters, and (B) to the extent such Registrable Securities are subject to a restrictive legend, by removing such legend (or eliminating or terminating such comparable notations or arrangements on securities held in book-entry form) and, if required by the Company’s transfer agent, delivering an opinion of the Company’s counsel that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act.

(b)The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to the Parent or any other Investor by name, or otherwise identifies the Parent or any other Investor as the holder of any securities of the Company, without the consent of the Parent (any such consent to be binding on each other Investor), such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by applicable Law.

(c)The Company may require the Parent and any other Investor to furnish the Company with such information regarding the Parent and such other Investor and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. If within twenty (20) Business Days of the receipt of such a written request from the Company, the Parent or any other Investor fails to provide to the Company any information relating to the Parent or such Investor, as applicable, that is required by applicable law to be disclosed in the Registration Statement, the Company may exclude the Parent’s and such Investor’s, as applicable, Registrable Securities from such Registration Statement.

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(d)The Parent agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1.7(a)(v), 1.7(a)(vi)(B), 1.7(a)(vi)(C) or 1.7(a)(vi)(D) hereof, to the extent that such event requires the discontinuance of the disposition of Registrable Securities covered by a Registration Statement or the related prospectus and such notice reasonably requests such discontinuance, that the Parent shall discontinue, and shall cause each Investor to discontinue, disposition of any Registrable Securities covered by such Registration Statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus contemplated by Section 1.7(a)(iii) hereof, which supplement or amendment shall be prepared and furnished as soon as practicable, or until the Parent and the other Investors are advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any amended or supplemented prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Parent shall use its commercially reasonable efforts to return to the Company all copies then in its possession or in the possession of any Investor, other than permanent file copies then in such holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon as practicable (and in any event no later than two (2) Business Days) after the Company has determined that the use of the applicable prospectus may be resumed, the Company shall provide written notice to the Parent and the other Investors. In the event the Company invokes an Interruption Period hereunder, as soon as practicable (and in any event no later than two (2) Business Days) after the need for the Company to continue the Interruption Period ceases for any reason, the Company shall provide written notice to the Parent and the other Investors that such Interruption Period is no longer applicable. Notwithstanding anything in this paragraph to the contrary, no Interruption Period shall exceed sixty (60) days and, in any calendar year, no more than one hundred twenty (120) days in the aggregate may be part of an Interruption Period.

1.8Registration Expenses.

(a)The Company shall pay directly or promptly reimburse all costs, fees and expenses (other than Selling Expenses) incident to the Company’s performance of or compliance with this Agreement, including, without limitation, (i) all SEC, FINRA and other registration and filing fees; (ii) all fees and expenses associated with filings to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are to be listed or quoted; (iii) all fees and expenses of complying with securities and blue sky laws (including fees and disbursements of counsel in connection therewith); (iv) all printing, messenger, telephone and delivery expenses (including the cost of distributing prospectuses in preliminary and final form as well as any supplements thereto); (v) all fees and expenses incurred in connection with any “road show” for underwritten offerings, including all costs of travel, lodging and meals; (vi) all transfer agent’s and registrar’s fees; (vii) all fees and expenses of counsel to the Company; (viii) all fees and expenses of the Company’s independent public accountants (including any fees and expenses arising from any special audits or “comfort letters”) and any other Persons retained by the Company in connection with or incident to any registration of Registrable Securities pursuant to this Agreement; and (ix) all fees and expenses of underwriters (other than Selling Expenses) customarily paid by the issuers or sellers of securities (all such costs, fees and expenses, “Registration Expenses”). Each

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Investor shall pay the fees and expenses of any counsel engaged by such Investor and shall bear its respective Selling Expenses associated with a registered sale of its Registrable Securities pursuant to this Agreement.

(b)The obligation of the Company to bear and pay the Registration Expenses shall apply irrespective of whether a registration, once properly demanded or requested, becomes effective or is withdrawn or suspended; provided, that the Registration Expenses for any Registration Statement withdrawn solely at the request of one or more Investor(s) (unless withdrawn following commencement of a suspension pursuant to Section 1.4(c)) shall be borne by such Investor(s).

1.9Indemnification.

(a)In connection with the registration of Registrable Securities pursuant to this Agreement, the Company agrees to indemnify and hold harmless, and hereby does indemnify and hold harmless, the Parent and the other Investors, their affiliates and their respective directors, officers, employees and partners and each Person who is a “controlling person” of the Parent or the other Investors (within the meaning of the Securities Act or the Exchange Act) against, and pay and reimburse the Parent and the other Investors, affiliate, director, officer, employee or partner or controlling person for any losses, claims, damages, liabilities, (collectively, “Losses”) joint or several, to which the Parent and the other Investors or any such affiliate, director, officer, employee or partner or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or any “issuer free writing prospectus” as such term is defined under Rule 433 under the Securities Act or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will pay and reimburse the Parent and the other Investors and each such affiliate, director, officer, employee, partner and controlling person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the Company will not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or any “issuer free writing prospectus” as such term is defined under Rule 433 under the Securities Act, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by the Parent or any other Investor expressly for use therein and provided, further, that the Company shall not be liable to the extent that any Losses arise out of or are based upon the use of any prospectus after such time as the Company has advised Parent or any other Investor in writing that a post-effective amendment or supplement thereto is required.

(b)In connection with any Registration Statement in which the Parent or any other Investor is participating, the Parent and each other Investor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and will indemnify and hold

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harmless the Company, its directors and officers, each underwriter and each other Person who is a “controlling person” of the Parent or the other Investors (within the meaning of the Securities Act or the Exchange Act) and each such underwriter against any losses, claims, damages, liabilities, joint or several, to which the Company or any such director or officer, any such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) the failure of such Investor to deliver a prospectus in accordance with the requirements of the Securities Act, but, with respect to clauses (i) and (ii), only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case in reliance upon, and in conformity with, written information prepared and furnished to the Company by the Parent or any other Investor expressly for use therein, and the Parent and any such other Investor will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided that the obligation to indemnify and hold harmless will be limited to the net amount of proceeds received by the Parent and each other Investor (in the aggregate) from the sale of Registrable Securities pursuant to such Registration Statement.

(c)Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party (such consent not to be unreasonably withheld). If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, provided that the indemnifying party will be liable for one additional counsel if in the reasonable judgment of counsel for any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d)The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any indemnification hereunder and the expiration or termination of this Agreement.

(e)If the indemnification provided for in this Section 1.9 is legally unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party

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thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount the Parent and any other Investor will be obligated to contribute pursuant to this Section 1.9(e) will be limited to an amount equal to the proceeds received by the Parent and each other Investor (in the aggregate) in respect of the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Parent and each other Investor has otherwise been required to pay in respect of such loss, claim, damage, liability or action or any substantially similar loss, claim, damage, liability or action arising from the sale of such Registrable Securities).

1.10Participation in Underwritten Registrations. No Person may participate in any underwritten offering pursuant to this Agreement unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled under this Agreement to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no Investor included in any underwritten offering shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (A) such Investor’s ownership of its Registrable Securities to be sold in such offering, (B) such Investor’s power and authority to effect such Transfer and (C) such matters pertaining to such Investor’s compliance with securities laws as may be reasonably requested by the managing underwriter(s)) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except to the extent otherwise provided in Section 1.9 hereof.

1.11Rule 144 and 144A Reporting.

(a)With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act and keep public information available at any time when the Company is subject to such reporting requirements.

Upon request of the Parent or the other Investors, the Company will deliver to the Parent and the other Investors a written statement as to whether it has complied with such informational and reporting requirements and will, within the limitations of the exemptions provided by Rule 144 (as such rule may be amended from time to time) or any similar rule enacted by the SEC, instruct the transfer agent to remove the restrictive legend affixed to any Subject Securities to

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enable such shares to be sold in compliance with Rule 144 (as such rule may be amended from time to time) or any similar rule enacted by the SEC.

(b)For purposes of facilitating sales pursuant to Rule 144A, so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Parent, each Investor and any prospective purchaser of the Parent’s or any Investor’s securities will have the right to obtain from the Company, upon written request of the Parent prior to the time of sale, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents that the Company would have been required to file if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as the Parent, the Investors or prospective purchaser may reasonably request in writing in availing itself of any rule or regulation of the SEC allowing the Parent or any other Investor, as applicable, to sell any such securities without registration.

1.12Miscellaneous.

(a)No Inconsistent Agreements. The Company represents and warrants that it has not entered into, and agrees that it will not enter into, any agreement with respect to its securities that violates or subordinates or is otherwise inconsistent with the rights granted to the Holders of Registrable Securities under this Agreement. For the term of this Agreement, the Company shall not grant to any Person the right to require the Company to register any Equity Securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without written consent of the Parent, unless such rights are explicitly made subordinate to all rights granted hereunder.

(b)Adjustments Affecting Registrable Securities. The Company will not on its own initiative, except to the extent required by applicable law or an enforceable court order, propose any of the following actions to be taken by the general meeting of shareholders after the date of this Agreement with respect to Subject Securities if such actions would materially and adversely affect the ability of the Parent or the other Investors to include the Registrable Securities in a registration undertaken pursuant to this Agreement: (i) implementing Transfer restrictions on Subject Securities, (ii) implementing limits on dispositions of Subject Securities, (iii) adopting restrictions on the nature of Transferees of Subject Securities or (iv) implementing or adopting any similar restrictions or limitations with respect to the Transfer of Subject Securities in violation of the terms of this Agreement. For the avoidance of doubt, any actions which occur by operation of Law, pursuant to an enforceable court order or are taken by the general meeting of shareholders shall not be deemed to be a violation of this Section 1.12(b).

(c)Dilution. If, from time to time, there is any change in the capital structure of the Company by way of a split, dividend, combination or reclassification, or through a merger, amalgamation, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue.

(d)Conversion of Other Securities. If the Parent or any other Investor offers Registrable Securities by forward sale, or by an offering (directly or by entering into a derivative transaction with a broker-dealer or other financial institution) of any options, rights, warrants or other securities that are offered with, convertible into or exercisable or exchangeable for any

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Registrable Securities, the Registrable Securities subject to such forward sale or underlying such options, rights or warrants or other securities shall be eligible for registration pursuant to this Agreement.

1.13Subject to Transfer Restrictions. For the avoidance of doubt, any exercise by any Investor of its rights pursuant to Section 1.1 or Section 1.2 shall at all times be subject to the limitations set forth in Section 2.1.

ARTICLE II

COVENANTS

2.1Transfer Restrictions.

(a)Other than Permitted Transfers, neither the Parent nor any Investor shall Transfer any Convertible Preferred Shares until the date that is the eighteen (18) month anniversary of the date of this Agreement (such date, the “Restricted Period Termination Date”); provided that the Parent or any other Investor may Transfer any Convertible Preferred Shares, not counting Convertible Preferred Shares that are Transferred pursuant to a Permitted Transfer, (i) up to an aggregate amount equal to one-third (1/3) of the Original Convertible Preferred Shares during the Six-Month Restricted Period and (ii) up to an aggregate amount equal to two-thirds (2/3) of the Original Convertible Preferred Shares (including any Convertible Preferred Shares Transferred by the Parent or any other Investor during the Six-Month Restricted Period) in the Twelve-Month Restricted Period.

(b)“Permitted Transfer” means, in each case so long as such Transfer is in accordance with applicable Law:

(i)a Transfer of Convertible Preferred Shares to a Permitted Transferee, so long as such Permitted Transferee, to the extent it has not already done so, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee agrees to be an “Investor” for all purposes of this Agreement;

(ii)a Transfer of Convertible Preferred Shares in connection with a Merger Transaction approved by the Board; and

(iii)a Transfer of Convertible Preferred Shares to the Company.

(c)Notwithstanding anything to the contrary contained herein, including the occurrence of the Restricted Period Termination Date or the expiration or inapplicability of the Six-Month Restricted Period or the Twelve-Month Restricted Period, none of the Parent or any other Investor shall Transfer any Convertible Preferred Shares other than in accordance with all applicable Laws and the other terms and conditions of this Agreement.

(d)In connection with any Transfer to a Permitted Transferee prior to the termination of this Agreement pursuant to Section 4.1, the Parent shall cause any Permitted Transferee to execute a customary joinder to this Agreement, in form and substance reasonably

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acceptable to the Company, in which such Permitted Transferee agrees to become a party to this Agreement and to be an “Investor” for all purposes of this Agreement and provides notice information for the purposes of Section 4.2.

2.2Standstill.

(a)Until the date on which the Parent and the other Investors Beneficially Own Convertible Preferred Shares representing less than five percent (5%) of the total issued and outstanding Company Common Stock on an as-converted basis, without the prior written consent of the Company, the Parent shall not, and shall cause each of the other Investors not to, directly or indirectly:

(i)acquire, offer to acquire or agree to acquire Beneficial Ownership of Company Common Stock, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or combinations or any similar recapitalizations on or after the date hereof;

(ii)effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (a) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its Affiliates, including rights or options to acquire such ownership; (b) initiate or propose any merger, tender offer, business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change of control of, the Company or any of its Subsidiaries; or (c) any stockholder proposal or make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, Company Common Stock, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to Company Common Stock;

(iii)deposit any Company Common Stock into a voting trust or subject Company Common Stock to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect;

(iv)initiate or propose a call for any special meeting of the Company’s shareholders;

(v)seek or propose to influence, advise, change or control the management, board of directors of the Company, governing instruments or policies of the Company or any of its Subsidiaries;

(vi)participate in any acquisition of assets or business of the Company or its Subsidiaries or Affiliates outside of the ordinary course of business; or

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(vii)propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the foregoing.

(b)The prohibition in Section 2.2(a)(i) shall not apply to ordinary course of business activities of the Parent, each Investor or any of their respective Affiliates in connection with:

(i)proprietary and third party fund and asset management activities;

(ii)brokerage and securities trading activities;

(iii)financial services and insurance activities;

(iv)acquisitions made as a result of (A) a stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or (B) in connection with securing or collecting indebtedness previously contracted in good faith and not with the intention of circumventing the prohibition in Section 2.2(a)(i); and

(v)acquisitions made in connection with a transaction in which the Parent, any of the Investors or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Company Common Stock, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock, at the time of the consummation of such acquisition;

provided that, in the case of each of (i) through (v) of this Section 2.2(b), such ordinary course of business activities shall be made without the intent to influence the control of the Company.

2.3Redemptions and Accelerated Share Repurchases. In the event of a proposed redemption or accelerated share repurchase of Company Common Stock by the Company or its Subsidiaries (for the avoidance of doubt, excluding an Open-Market Repurchase), notwithstanding the Transfer restrictions set forth in Section 2.1, each Investor shall hold a right of first refusal to cause the Company or its Subsidiaries to redeem or repurchase shares of Company Convertible Preferred Stock that such Investor holds up to its Redemption/ASR Amount. The Company shall give written notice of a proposed redemption or accelerated share repurchase to the Parent and each other Investor at least five (5) days prior to the date of the proposed redemption or accelerated share repurchase. Such notice shall set forth the material terms and conditions of the proposed redemption or accelerated share repurchase, including the proposed manner of redemption or repurchase, the number or amount and description of the shares proposed to be redeemed or repurchased, the proposed transaction date, the proposed redemption or repurchase price per share, and an offer to each Investor of a right of first refusal to cause the Company or its Subsidiaries to redeem or repurchase shares of Company Convertible Preferred Stock that such Investor holds up to its Redemption/ASR Amount. At any time during the five (5) day period following receipt of such notice, each Investor shall have the right to elect to redeem or resell its Redemption/ASR Amount of Company Convertible Preferred Stock at the Redemption/ASR Price and upon the terms and conditions set forth in the notice. After the expiration of such five (5) day period, the Company shall be free to complete

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the proposed redemption or repurchase of Company Common Stock; provided that (i) the Company redeems or repurchases any shares of Company Convertible Preferred Stock any Investor elected to have redeemed or repurchased pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any redemption or repurchase of Company Common Stock from any other shareholder of the Company; (ii) any redemption or repurchase of such Company Common Stock from any other shareholder must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the redemption or repurchase must close no later than ninety (90) days after the proposed date included in the notice. Notwithstanding anything to the contrary, the Investors’ rights of first refusal pursuant to this Section 2.3 shall expire on the Restricted Period Termination Date.

2.4Open-Market Repurchases. In the event of an open-market repurchase of Company Common Stock by the Company or its Subsidiaries other than pursuant to accelerated share repurchases covered by Section 2.3 (an “Open-Market Repurchase”, and the number of shares of Company Common Stock that are repurchased in such Open-Market Repurchase, the “Repurchased Amount”), notwithstanding the Transfer restrictions set forth in Section 2.1, each Investor shall be entitled to cause the Company to repurchase a number of shares of Company Convertible Preferred Stock it holds up to and including its respective OMR Investor Put Amount.

(a)If the Company determines to effect an Open-Market Repurchase pursuant to a plan intended to be compliant under Rule 10b5-1(c) under the Exchange Act, the Company shall give written notice of such plan for an Open-Market Repurchase to each Investor at least seven (7) Business Days prior to the start of such plan. Such Investor may elect to sell to the Company a number of shares of Company Convertible Preferred Stock it holds up to and including its OMR Investor Put Amount at the OMR Put Price for such plan by giving written notice to the Company of its election (including the number of shares it elects to sell) no later than five (5) Business Days following receipt of the Company’s notice regarding such Open-Market Repurchase. If the Investor elects to participate in such Open-Market Repurchase (which for the avoidance of doubt shall be with respect to any Open-Market Repurchase during the entire period of such plan),

(i)the Company shall provide a statement to the Investor at the end of each day during such period on which the Company purchases any Company Common Stock pursuant such Open-Market Repurchase setting forth:

1.the purchases of Company Common Stock made on such day and the volume weighted average price paid for such Company Common Stock;

2.the OMR Investor Put Amount for such day; and

3.the OMR Put Price for such day; and

(ii)the Company and such Investor shall use their respective reasonable best efforts to effect the share purchase within three (3) Business Days of any day on which an Open-Market Repurchase is made pursuant to such plan.

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(b)For Open-Market Repurchases other than pursuant to a plan intended to be compliant under Rule 10b5-1(c) under the Exchange Act as set forth in Section 2.4(a) above, the Company shall give written notice of a proposed Open-Market Repurchase to each Investor (x) no later than 5:00 P.M. New York City time on the Friday before a week for which the Company intends to effect an Open-Market Repurchase, which notice shall set forth the week or weeks of the Open-Market Repurchase or (y) other than notices for a week or week(s) as set forth in clause (x), no later than one (1) Business Day prior to a date on which the Company intends to effect such Open-Market Repurchase. Such Investor may elect to sell to the Company a number of shares of Company Convertible Preferred Stock it holds up to and including its OMR Investor Put Amount at the OMR Put Price by giving written notice to the Company of its election no later than (i) in the case of clause (x) above 8:00 A.M. New York City time on the first Business Day of the week of such proposed Open-Market Repurchase or (ii) in the case of clause (y) above 8:00 A.M. New York City time on the date of such proposed Open-Market Repurchase. If the Investor elects to participate in such Open-Market Repurchase (which for the avoidance of doubt in the case of clause (x) above shall be with respect to any Open-Market Repurchase during such week),

(i)the Investors may condition its participation on the receipt of a minimum price per share of Company Common Stock;

(ii)the Company shall provide a statement to the Investor at the end of each day during such week(s) or day on which the Company purchases any Company Common Stock pursuant such Open-Market Repurchase setting forth:

1.the purchases of Company Common Stock made on such day and the average price paid for such Company Common Stock;

2.the OMR Investor Put Amount for such day; and

3.the OMR Put Price for such day; and

(iii)the Company and such Investor shall use their respective reasonable best efforts to effect the share purchase within three (3) Business Days of any day on which an Open-Market Repurchase is made during such period.

(c)Notwithstanding anything to the contrary herein, (x) if Investor informs the Company that it does not wish to participate in any Open-Market Repurchase or does not respond within the time periods set forth in Section 2.4(a) or Section 2.4(b), as applicable, the Company may proceed with such Open-Market Repurchase and shall have no obligation to purchase any shares from an Investor pursuant to such Open-Market Repurchase and (y) if the Company does not purchase any shares of Company Common Stock during such Open-Market Repurchase it shall not be required to purchase any Company Convertible Preferred Stock from any Investor.

(d)Notwithstanding anything to the contrary, the Investors’ rights to cause the Company to make repurchases pursuant to this Section 2.4 shall expire on the Restricted Period Termination Date.

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2.5Ownership Threshold. Neither any Investor nor the Company shall take any action that could reasonably be expected to result in the Parent, the Investors or any of their respective Affiliates, acting alone or as part of a Group, directly or indirectly, either (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity; provided that if the Investors (collectively) do come (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity (the number of securities in excess of either or both of such five percent (5%) and twenty-three and one-half percent (23.5%) levels, the “Excess Shares Amount”), (a) the Parent and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceeded, the Company and the Investors shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors so that the Investors (collectively) will no longer (i) Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity.

2.6Listing. The Company agrees to use commercially reasonable efforts to cause the Company Common Stock to continue to be listed on the NASDAQ Stock Market or another national securities exchange.

2.7Private Sale and Legends.

(a)Except as provided in Section 2.1, the Company agrees that nothing in this Agreement shall prohibit the Investors, at any time and from time to time, from selling or otherwise Transferring Company Convertible Preferred Stock pursuant to a private sale or other transaction which is not registered pursuant to the Securities Act.

(b)At the request of an Investor and to the extent the Company Convertible Preferred Stock is subject to a restrictive legend, whether such securities are certificated or held in book-entry form, (i) the purchaser who takes ownership from an Investor holding any certificates for such Company Convertible Preferred Stock shall be entitled, upon conversion of Company Convertible Preferred Stock to Company Common Stock in such Transfer, to receive from the Company new certificates for the appropriate number of shares of Company Common Stock not bearing such legend (or the elimination or termination of such comparable notations or arrangements on securities held in book-entry form) and (ii) the Company shall procure the cooperation of the Company’s transfer agent in removing such legend (or the elimination or

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termination of such notations or arrangements). If required by the Company or the Company’s transfer agent, the Investor shall deliver an opinion of its counsel that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act.

ARTICLE III

TAX MATTERS

3.1Tax Return Information. The Company will as promptly as practicable furnish to any Investor information reasonably requested to enable such Investor or its direct or indirect equity owners to comply with any applicable tax reporting requirements with respect to Convertible Preferred Shares and Perpetual Preferred Shares held by such Investor, including, without limitation, such information as may be reasonably requested by such Investor to complete U.S. federal, state or local or non-U.S. income tax returns (including, for the avoidance of doubt, information regarding the source of any dividends paid or deemed paid with respect to Convertible Preferred Shares and Perpetual Preferred Shares held by such Investor or its direct or indirect equity owners); provided, that this Section 3.1 shall not require the Company to provide information to any Investor regarding the computation of earnings and profits for U.S. federal income tax purposes (and any Investor should assume that the Company’s distributions constitute dividends for U.S. federal income tax purposes), except to the extent that such information is otherwise required to be provided by the Company under Section 3.2 or Section 3.3. The Company will provide any tax-related information that is required to be provided to the Investors by the Company or any of its Subsidiaries in respect of a fiscal year within sixty (60) calendar days following the end of such fiscal year.

3.2PFIC and CFC Information. After the end of each taxable year, the Company will timely determine whether the Company or any of its Subsidiaries is expected to be, or was, a PFIC or CFC for any taxable year and inform the Investors of its determination. If the Company believes the Company or any of its Subsidiaries is a PFIC or a CFC for any taxable year or there is a reasonable possibility that the Company or any of its Subsidiaries may be a PFIC or a CFC for any taxable year, the Company will prepare an annual statement that sets forth the amount that the Investors would be required to include in taxable income on their U.S. tax returns if the Company or such Subsidiary were in fact to constitute a PFIC or a CFC for such taxable year, as well as any other information required to comply with applicable CFC and PFIC reporting requirements. Each of the Investors will cooperate with the Company, and provide such information as may be reasonably requested by the Company, to determine whether the Company is a CFC.

3.3QEF Election. If the Company believes there is a reasonable possibility that the Company or any of its Subsidiaries constitutes a PFIC for any taxable year, the Company will provide the Investors with the information necessary in order for the Investors or any direct or indirect equity owner therein, as the case may be, to timely and properly make an election under section 1295 of the Code to treat the Company or such Subsidiary as a “qualified electing fund” (a “QEF Election”) and comply with the reporting requirements applicable to such a QEF Election. The Company will obtain professional assistance experienced in matters relating to the relevant aspects of the Code to the extent necessary to make the determinations and to provide the information and statements described in Section 3.2 and this Section 3.3.

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3.4Retention of Tax Information. The Company hereby undertakes to keep any documentation supporting any tax-related information supplied to any Investor as provided under this ARTICLE III for no less than seven (7) years.

ARTICLE IV

MISCELLANEOUS

4.1Term. This Agreement will be effective as of the date hereof and shall automatically terminate at such time as the Investors no longer Beneficially Own any Subject Securities. If this Agreement is terminated pursuant to this Section 4.1, this Agreement shall become void and of no further force and effect, except for the provisions set forth in this ARTICLE IV.

4.2Notices.

(a)All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following respective addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 4.2):

(i)if to the Parent:

American International Group, Inc.
175 Water Street
New York, NY 10038
Attention:  General Counsel
Facsimile:  (212) 770-3500

with a copy to:

Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attention:Robert G. DeLaMater & Jared M. Fishman
Facsimile: (212) 291-9037

(ii)if to the Company:

Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
Attention:Mark D. Lyons
Facsimile:(441) 278-9255

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with a copy to:

Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Attention:John Schuster
Facsimile:(212) 269-5420

4.3Investor Actions. Any determination, consent or approval of, or notice or request delivered by, or any similar action of, the Investors (each, an “Investor Action”) shall be made by, and shall be valid and binding upon, all Investors if made by (i) holders of a majority of the Registrable Securities then Beneficially Owned by all Investors or (ii) the Parent; provided, that in the event of any conflict between any Investor Action made by holders of a majority of the Registrable Securities then Beneficially Owned by all Investors and an Investor Action made by the Parent, the Investor Action made by the Parent shall control.

4.4No Partnership. Nothing in this Agreement shall be taken to constitute a partnership between any of the parties to this Agreement or the appointment of the parties to this Agreement as agent for the others.

4.5Memorandum of Association. Upon the occurrence of a conflict between any provision of this Agreement and any provision of the Memorandum of Association, then this Agreement will prevail, subject to applicable Law, and in the event applicable Law would conflict with the provisions of this Agreement, the Company will use its best efforts to facilitate the provision of this Agreement.

4.6Amendments and Waivers. No provision of this Agreement may be amended, supplemented or modified except by a written instrument signed by all of the parties thereto.  No provision of this Agreement may be waived except by a written instrument signed by the party against whom the waiver is to be effective.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

4.7Assignment of Registration Rights. The rights of the Parent and any other Investor to registration of all or any portion of its Registrable Securities pursuant to this Agreement may be assigned by the Parent or such Investor to any Permitted Transferee to the extent of the Registrable Securities Transferred as long as (i) the Parent or such Investor, within ten (10) days after such Transfer, furnishes to the Company written notice of the Transfer to the Permitted Transferee and (ii) such Permitted Transferee agrees, following such Transfer, to be subject to all applicable restrictions and obligations set forth in this Agreement, and executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which case the applicable Permitted Transferee shall be the beneficiary to all rights of the Parent or such Investor and subject to all restrictions and obligations applicable to the Parent or such Investor pursuant to this Agreement, to the same extent as the Parent or such Investor.

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4.8Assignment. Except as provided in Section 4.7 hereof, this Agreement shall not be assigned, in whole or in part, by operation of law or otherwise without the prior written consent of the parties hereto.  Any attempted assignment in violation of this Section 4.8 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their successors and permitted assigns.

4.9Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

4.10Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

4.11Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parent and/or its Affiliates, on the one hand, and the Company and/or its Affiliates, on the other hand, with respect to the subject matter hereof.

4.12Governing Law; Arbitration; Waiver of Jury Trial.

(a)This Agreement, and all claims and defenses arising out of or relating to this Agreement or the formation, breach, termination or validity of this Agreement, shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York without giving effect to any conflicts of Law principles of such state that would apply the Laws of another jurisdiction.

(b)Section 11.10(b) through (f) of the Stock Purchase Agreement shall apply to this Agreement mutatis mutandis.

4.13Agent for Service of Process. Without prejudice to any other permitted mode of service, the Company irrevocably agrees that service of any claim form, notice or other document for the purpose of Section 4.12 shall be duly served upon it if delivered personally or sent by pre-paid recorded delivery, special delivery or registered post to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005 Attention: John Schuster, Esq., or such other Person and address in New York, New York as the Company shall notify the Parent of in writing from time to time and the parties agree that failure by such appointed Person to notify their appointor of any such service shall not invalidate the proceedings concerned.

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4.14Specific Performance. (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, (b) it is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity and (c) in the event that any Action is brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense or counterclaim that there is an adequate remedy at law.

4.15No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

4.16Defined Terms. Capitalized terms when used in this Agreement have the following meanings:

“Action” means any claim, action, suit, arbitration or proceeding by or before any Governmental Authority, court, tribunal or arbitration body.

“Affiliate” means, with respect to any Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person; provided that for the avoidance of doubt, the Company and the Parent shall not be deemed to be Affiliates of each other.

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.

“Beneficial Owner,” “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s Beneficial Ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). In addition, a Person shall be deemed to be the Beneficial Owner of, and shall be deemed to Beneficially Own, and shall be deemed to have Beneficial Ownership of, any securities which are the subject of, or the reference securities for, or that underlie, any Derivative Instrument of such Person, with the number of securities Beneficially Owned being the notional or other number of securities specified in the documentation evidencing the Derivative Instrument as being subject to be acquired upon the exercise or settlement of the Derivative Instrument or as the basis upon which the value or settlement amount of such Derivative Instrument is to be calculated in whole or in part or, if no such number of securities is specified in such documentation, as determined by the Board in its sole discretion to be the number of securities to which the Derivative Instrument relates.

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“BHC Act” means the Bank Holding Company Act of 1956, as amended, together with any regulations promulgated thereunder.

“Board” means the Board of Directors of the Company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to remain closed.

“CFC” means a “controlled foreign corporation” within the meaning of section 957 of the Code.

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

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Company Common Stock” means the common shares, par value $0.0033 per share, of the Company.

“Company Convertible Preferred Stock” has the meaning assigned to the term “Acquiror Convertible Preferred Stock” in the Stock Purchase Agreement.

“Company Perpetual Preferred Stock” has the meaning assigned to the term “Acquiror Perpetual Preferred Stock” in the Stock Purchase Agreement.

“Contract” means any contract, agreement, instrument, undertaking, indenture, commitment, loan, license, settlement, consent, note or other legally binding obligation (whether or not in writing).

“Control,” “Controlled” and “Controlling” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlled by” and “under common Control with” shall be construed accordingly.

“Controlled Affiliate” means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

“Conversion Rate” means one (1) divided by the number (or fraction) of shares of Company Common Stock issuable upon the conversion of one (1) share of Company Convertible Preferred Stock.

“Convertible Preferred Shares” has the meaning set forth in the recitals.

“Demand Registration” has the meaning set forth in Section 1.2(a).

“Demand Registration Request” has the meaning set forth in Section 1.2(a).

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“Derivative Instruments” means any and all derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of any Equity Securities of the Company increases, including a long convertible security, a long call option and a short put option position, in each case, regardless of whether (i) such derivative security conveys any voting rights in any Equity Security, (ii) such derivative security is required to be, or is capable of being, settled through delivery of any Equity Security or (iii) other transactions hedge the value of such derivative security.

“Encumbrance” means any mortgage, commitment, transfer restriction, deed of trust, pledge, option, power of sale, retention of title, right of pre-emption, right of first refusal, executorial attachment, hypothecation, security interest, encumbrance, claim, lien or charge of any kind, or an agreement, arrangement or obligation to create any of the foregoing.

“Equity Securities” means any and all (i) shares, interests, participations or other equivalents (however designated) of capital stock or other voting securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares, interests, participations or other equivalents (however designated) of capital stock or voting securities of a corporation, and securities convertible into or exchangeable for any equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), and (iii) any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Excess Shares Amount” has the meaning set forth in Section 2.5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations thereunder, as in effect from time to time.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

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

“Governmental Authority” means any supranational, national, regional, federal, state, provincial, territorial, municipal or local court, administrative body or other governmental or quasi-governmental entity or authority or SRO with competent jurisdiction (including any arbitration panel or body) exercising legislative, judicial, regulatory or administrative functions of or pertaining to supranational, national, regional, federal, state, provincial, territorial, municipal or local government, including any department, commission, board, agency, bureau, subdivision, instrumentality or other regulatory, administrative, arbitral or judicial authority.

“Group” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.

“Interruption Period” has the meaning set forth in Section 1.7(d).

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“Investor” means each of the Parent, any successor and any Permitted Transferee who becomes a party hereto pursuant to Section 4.7.

“Investor Action” has the meaning set forth in Section 4.3.

“Law” means any supranational, federal, state, local or foreign law (including common law), statute or ordinance, or any rule, regulation, or agency requirement of any Governmental Authority.

“Losses” has the meaning set forth in Section 1.9(a).

“Memorandum of Association” means the Company’s memorandum of association as then in effect.

“Merger Transaction” means any transaction or series of related transactions involving: (i) any acquisition (whether direct or indirect, including by way of merger, share exchange, consolidation, business combination or other similar transaction) or purchase from the Company or any of its Subsidiaries that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company (measured by voting power or economic interest), (ii) any tender offer, exchange offer or other secondary acquisition that would result in any Person or Group Beneficially Owning more than fifty percent (50%) of the total outstanding Equity Securities of the Company (measured by voting power or economic interest), or (iii) any transaction pursuant to which Company Common Stock is exchanged for, or canceled and converted into the right to receive, another security.

“Non-Underwritten Shelf Take-Down” has the meaning set forth in Section 1.1(h).

“Non-Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 1.1(h).

“OMR Aggregate Holdings” means, with respect to any Open-Market Repurchase, the total number of shares of Company Convertible Preferred Stock held by all Investors in the aggregate at the time of such Open-Market Repurchase.

“OMR Aggregate Put Amount” means, with respect to any Open-Market Repurchase, the lesser of (i) (A) three (3) multiplied by (B) the Repurchased Amount multiplied by (C) the Conversion Rate and (ii) the OMR Aggregate Holdings.

“OMR Investor Put Amount” means, with respect to any Investor and any Open-Market Repurchase, the Pro Rata Portion of the Investor with respect to Company Convertible Preferred Stock multiplied by the OMR Aggregate Put Amount.

“OMR Put Price” means, with respect to any Open-Market Repurchase, the Repurchase Price divided by the Conversion Rate.

“Open-Market Repurchase” has the meaning set forth in Section 2.4.

“Original Convertible Preferred Shares” means the                     shares of Company Convertible Preferred Stock issued to the Parent by the Company on the date hereof (as adjusted

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from time to time to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change).

“Parent” has the meaning set forth in the preamble.

“Permitted Transfer” has the meaning set forth in Section 2.1(b).

“Permitted Transferees” means (i) the Parent and (ii) any Controlled Affiliate.

“Perpetual Preferred Shares” has the meaning set forth in the recitals.

“Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or a government or department or agency thereof.

“PFIC” means a “passive foreign investment company” within the meaning of section 1297 of the Code.

“Piggyback Registration” has the meaning set forth in Section 1.5(a).

“Piggyback Shelf Registration Statement” has the meaning set forth in Section 1.5(a).

“Piggyback Shelf Take-Down” has the meaning set forth in Section 1.5(a).

“Pro Rata Portion” means, with respect to any Investor and any type of Subject Securities or other Equity Securities at any time of determination, the ratio determined by dividing (A) the number of shares of such type of Subject Securities or Equity Securities (or any securities convertible into, or exercisable or exchangeable for, such Subject Securities or Equity Securities) held by such Investor by (B) the total number of shares of such type of Subject Securities or Equity Securities (or any securities convertible into, or exercisable or exchangeable for, such Subject Securities or Equity Securities) held by all Investors in the aggregate.

“QEF Election” has the meaning set forth in Section 3.3.

“Redemption/ASR Amount” means, with respect to any Investor and any proposed redemption or accelerated share repurchase by the Company or its Subsidiaries, the lesser of (i) the number of shares of Company Convertible Preferred Stock held by such Investor immediately prior to the proposed redemption or repurchase and (ii) (A) the number of shares of Company Common Stock the Company or its Subsidiaries propose to redeem or repurchase in the aggregate in such proposed redemption or accelerated share repurchase multiplied by (B) the Conversion Rate multiplied by (C) such Investor’s Pro Rata Portion with respect to Company Convertible Preferred Stock as of immediately prior to such proposed redemption or accelerated share repurchase.

“Redemption/ASR Price” means, with respect to any proposed redemption or accelerated share repurchase by the Company or its Subsidiaries, (i) the amount proposed to be paid for each share of Company Common Stock to be redeemed or repurchased divided by (ii) the Conversion Rate.

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“Register,” “registered” and “registration” (regardless of case) refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement, and compliance with applicable state securities laws of such states in which the Parent notifies the Company of its or any Investor’s intention to offer Registrable Securities.

“Registrable Securities” means (i) any Perpetual Preferred Shares issued pursuant to the Stock Purchase Agreement or (ii) any Equity Securities, including shares of Company Common Stock, issued or issuable directly or indirectly with respect to the Convertible Preferred Shares issued pursuant to the Stock Purchase Agreement by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any particular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when (x) they have been effectively registered or qualified for sale by prospectus filed under the Securities Act and disposed of in accordance with the Registration Statement covering such securities or (y) with respect to Equity Securities, they have been sold to the public through a broker, dealer or market maker pursuant to Rule 144 or other exemption from registration under the Securities Act, and (z) with respect to Perpetual Preferred Shares, they may be sold to the public through a broker, dealer or market maker pursuant to Rule 144 or another exemption from registration under the Securities Act without any volume or other limitation. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

“Registration Expenses” has the meaning set forth in Section 1.8(a).

“Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

“Representatives” of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, consultants, accountants, attorneys, sources of financing, investment bankers and other representatives of such Person and of such Person’s Affiliates.

“Repurchase Price” means, with respect to any Open-Market Repurchase, the average price paid by the Company or its Subsidiaries to repurchase shares of Company Common Stock on any such day pursuant to such Open-Market Repurchase.

“Repurchased Amount” has the meaning set forth in Section 2.4.

“Restricted Period Termination Date” has the meaning set forth in Section 2.1(a).

“Rule 144” means Rule 144 under the Securities Act or any successor or similar rule as may be enacted by the SEC from time to time, as in effect from time to time.

“Rule 144A” means Rule 144A under the Securities Act or any successor or similar rule as may be enacted by the SEC from time to time, as in effect from time to time.

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“SEC” means the United States Securities and Exchange Commission or any other federal agency administering the Securities Act.

“Securities Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations thereunder, as in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

“Shelf Registration” has the meaning set forth in Section 1.1(a).

“Shelf Registration Statement” has the meaning set forth in Section 1.1(a).

“Shelf Take-Down” has the meaning set forth in Section 1.1(e).

“Signing Date” has the meaning set forth in the recitals.

“Six-Month Restricted Date” means the date that is the six (6) month anniversary of the date of this Agreement.

“Six-Month Restricted Period” means the period from and including the Six-Month Restricted Date to and including the date prior to the Twelve-Month Restricted Date.

“SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act, (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market or (iii) any other securities exchange.

“Stock Purchase Agreement” has the meaning set forth in the recitals.

“Subject Securities” means Company Common Stock, Company Convertible Preferred Stock and Company Perpetual Preferred Stock.

“Subsidiary” in respect of a Person, means any corporation, partnership, joint venture, trust, limited liability company, unincorporated association or other entity in respect of which such Person: (w) is entitled to more than 50% of the interest in the capital or profits; (x) holds or controls a majority of the voting securities or other voting interests; (y) has rights via holdings of debt or other contract rights that are sufficient for control and consolidation for GAAP purposes; or (z) has the right to appoint or elect a majority of the board of directors or Persons performing similar functions.

“Total BHC Ownership Level” means the percentage of the total equity of the Company that the Parent, the Investors or any of their respective Affiliates that directly or indirectly Controls, or is Controlled by or under the direct or indirect common Control with, the Parent or the Investors or with the power, directly or indirectly, to direct the management or policies of the Parent or the Investors or any of their respective Affiliates, or the officers and directors thereof in the aggregate, directly or indirectly own, Control or have the power to vote, calculated in a manner consistent with the BHC Act.

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“Transfer” means (i) any direct or indirect sale, lease, assignment, Encumbrance, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any Contract, option or other arrangement or understanding with respect to any sale, lease, assignment, Encumbrance, disposition or other transfer (by operation of law or otherwise), of any Equity Security or (ii) to enter into any Derivative Instrument, swap or any other Contract, agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Equity Security, whether any such Derivative Instrument, swap, Contract, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise.

“Transferee” means a Person to whom a Transfer is made or is proposed to be made.

“Transferor” means a Person that Transfers or proposes to Transfer.

“Twelve-Month Restricted Date” means the date that is the twelve (12) month anniversary of the date of this Agreement.

“Twelve-Month Restricted Period” means the period from and including the Twelve-Month Restricted Date to and including the date prior to the Restricted Period Termination Date.

“Underwritten Shelf Take-Down” has the meaning set forth in Section 1.1(f).

“Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 1.1(f).

“Voting Securities” means Company Common Stock, any other securities of the Company entitled to vote at any general meeting of the Company and any other securities of the Company that would be considered a class of voting stock for purposes of the BHC Act.

4.17Interpretation. The words “hereof” and “herein” and similar words shall be construed as references to this Agreement as a whole and not limited to the particular Article, Section or Schedule in which the reference appears. Unless the context otherwise requires, references herein: (x) to Articles, Sections and Schedules mean the Articles and Sections of, and Schedules attached to, this Agreement; and (y) to an agreement, instrument or other document, means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof. Any reference to a wholly owned Subsidiary of a Person shall mean such Subsidiary is directly or indirectly wholly owned by such Person. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement and this Agreement shall be interpreted literally not taking into account any other facts or circumstances, including any conduct, actions, statements, intentions, assumptions or beliefs of any of the parties at any time, as this Agreement is the product of negotiations between sophisticated parties advised by counsel. The headings in this Agreement do not affect its interpretation. The schedules, exhibits and annexes form part of this Agreement. References to “$”, “US$” or “U.S. dollars” are to U.S. dollars. Any reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established. Any reference to a statute, statutory provision or subordinate legislation (“legislation”) includes references to: (a) that legislation as re-enacted or amended by or under any other legislation before or after the Signing

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Date; (b) any legislation which that legislation re-enacts (with or without modification); and (c) any subordinate legislation made under that legislation before or after the Signing Date, as re-enacted or amended as described in (a), or under any legislation referred to in (b). Any reference to writing shall include any mode of reproducing words in a legible and non-transitory form. References to one gender include all genders and references to the singular include the plural and vice versa. References to “ordinary course” or words of similar meaning when used in this Agreement shall mean with respect to any Person “the ordinary course of business of such Person, consistent with past practice” unless specified otherwise. References to “includes” or “including” or words of similar meaning when used in this Agreement shall mean “including without limitation” unless specified otherwise.

4.18Further Assurances. Each of the parties (as reasonably requested by the other party) shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement.

[The remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date and year set forth above.

AMERICAN INTERNATIONAL GROUP, INC.

By:

Name:

Title:

Signature Page
Investor Rights Agreement

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date and year set forth above.

ARCH CAPITAL GROUP LTD.

By:

Name:

Title:

Signature Page
Investor Rights Agreement

EXHIBIT C

FORM OF ACQUIROR CONVERTIBLE PREFERRED STOCK CERTIFICATE OF DESIGNATIONS

EXHIBIT C

CERTIFICATE OF DESIGNATIONS

OF

SERIES D CONVERTIBLE PARTICIPATING NON-VOTING PERPETUAL PREFERRED STOCK

OF

ARCH CAPITAL GROUP LTD.

Arch Capital Group Ltd., an exempted company with limited liability registered under the laws of Bermuda (the “Company”), CERTIFIES that pursuant to resolutions of the board of directors (the “Board of Directors”) of the Company adopted on [        ] [  ], 2016 and pursuant to authority delegated by the Board of Directors, the creation of the series of “Series D Convertible Participating Non-Voting Perpetual Preferred Stock” was authorized and the designation, preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of the Series D Preferred Stock, in addition to those set forth in the Bye-Laws (as amended, restated, supplemented, altered or modified from time to time, the “Bye-Laws”) of the Company, were fixed as follows:

Section 1.Designation.  There is hereby created out of the authorized and unissued 37,000,000 preference shares of par value US$0.01 per share a series of preferred shares designated as the “Series D Convertible Participating Non-Voting Perpetual Preferred Stock” (the “Series D Preferred Stock”).  The number of shares constituting such series shall be [      ].  Each share of the Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock.

Section 2.Ranking.  The Series D Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank (i) on a parity with the Company’s common shares, par value US$0.0033 per share (the “Common Shares”), and with each other class or series of equity securities of the Company the terms of which expressly provide that such class or series will rank on parity with the Series D Preferred Stock as to dividend rights and rights on liquidation, winding up and dissolution of the Company (collectively referred to as “Parity Securities”), (ii) junior to any shares issued by the Company and designated by the Company as senior, including the Company’s 6.75% Non-Cumulative Preferred Shares, Series C, US $0.01 par value per share, US$25.00 liquidation preference per share, and (iii) senior to each class or series of share capital of the Company established and outstanding after the Effective Date by the Company the terms of which do not expressly provide that it ranks on a parity with or senior to the Series D Preferred Stock as to dividend rights and rights on liquidation, winding up and dissolution of the Company (collectively referred to as “Junior Securities”).  The Company has the power to authorize and/or issue additional shares or classes or series of Junior Securities or Parity Securities without the consent of the Holders.

Section 3.Definitions.  The following initially capitalized terms shall have the following meanings, whether used in the singular or the plural:

(a)“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and/or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that, for purposes of this Certificate of Designations, the Company shall not be deemed an Affiliate of any Holder, and no Holder shall be deemed an Affiliate of the Company.

(b)“Applicable Conversion Rate” means the Conversion Rate in effect at any given time.

(c)“BMA” means the Bermuda Monetary Authority or any successor agency or then-applicable regulatory authority.

(d)“Board of Directors” has the meaning set forth in the preamble hereto.

(e)“Business Day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City generally are authorized or obligated by law or executive order to close.

(f)“Bye-Laws” has the meaning set forth in the preamble hereto.

(g)“Certificate of Designations” means that certain Certificate of Designations of Arch Capital Group Ltd., dated [            ] [     ], 2016, as it may be amended, restated, supplemented, altered or modified from time to time.

(h)“Closing Price” of the Common Shares on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the Common Shares on The NASDAQ Stock Market on such date.  If the Common Shares are not traded on The NASDAQ Stock Market on any date of determination, the Closing Price of Common Shares on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Shares are so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which Common Shares are so listed or quoted, or if Common Shares are not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for Common Shares in the over-the-counter market as reported by Pink OTC Markets Inc. or similar organization, or, if that bid price is not available, the fair market value of the Common Shares determined by the Board of Directors; provided that if one or more Holders shall reasonably object to any such determination, the Board of Directors shall retain an independent appraiser selected by mutual agreement of the Company and such Holders to determine such value.  The expense of such independent appraiser shall be shared equally by the Company and such Holders.

For purposes of this Certificate of Designations, all references herein to the “Closing Price” and “last reported sale price” of Common Shares on The NASDAQ Stock Market shall be such closing sale price and last reported sale price as reflected on the website of The NASDAQ Stock Market (http://www.nasdaq.com) and as reported by Bloomberg Professional Service; provided that in the event that there is a discrepancy between the closing sale price or last reported sale price as reflected on the website of The NASDAQ Stock Market and as reported by Bloomberg Professional Service, the closing sale price and last reported sale price on the website of The NASDAQ Stock Market shall govern.

(i)“Common Shares” has the meaning set forth in Section 2.

(j)“Companies Act” means the Companies Act 1981 of Bermuda, as amended from time to time.

(k)“Company” has the meaning set forth in the preamble hereto.

(l)“Conversion Date” has the meaning set forth in Section 8(a).

(m)“Conversion Rate” means for each share of Series D Preferred Stock, ten (10) Common Shares; provided that the foregoing shall be subject to adjustment or limitation as set forth herein.

(n)“Dividend Period” means the period in respect of which any dividend on any Common Share is declared by the Board of Directors or paid or any other distribution is made on or with respect to any Common Share.

(o)“Effective Date” means the date on which shares of the Series D Preferred Stock are first issued.

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(p)“Exchange Property” has the meaning set forth in Section 11(a).

(q)“Holder” means the Person in whose name the shares of the Series D Preferred Stock are registered, which may be treated by the Company as the absolute owner of the shares of Series D Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

(r)“Initial Holder” means the initial holder of the Series D Preferred Stock, which shall be American International Group, Inc., a Delaware corporation.

(s)“Junior Securities” has the meaning set forth in Section 2.

(t)“Liquidation” means a liquidation, winding up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise; provided that the Company’s consolidation, amalgamation or merger with or into any other entity, the consolidation, amalgamation or merger of any other entity with or into the Company, or the sale of all or substantially all of the Company’s property or business will not constitute a Liquidation, adjustments for which shall be covered by Section 11.

(u)“Parity Securities” has the meaning set forth in Section 2.

(v)“Person” means a legal person, including any individual, company, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(w)“PIK Dividend” has the meaning in Section 4(c).

(x)“Record Date” has the meaning set forth in Section 4(b).

(y)“Reorganization Event” has the meaning set forth in Section 11(a).

(z)“Series D Preferred Stock” has the meaning set forth in Section 1.

(aa)“Trading Day” means a day on which Common Shares:

(i)are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

(ii)have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of Common Shares.

(bb)“Transfer” means any direct or indirect offer, sale, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary; provided that a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction in which the Initial Holder (or any Affiliate of the Initial Holder to which the Initial Holder transferred any shares of Series D Preferred Stock) is a constituent corporation (or otherwise a party to including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of the Initial Holder’s (or any Affiliate of the Initial Holder’s) outstanding share capital, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be a Transfer unless, in the case of a transaction involving an Affiliate of the Initial Holder, the Affiliate ceases to be an Affiliate of the Initial Holder as a result of such transaction.  The term Transfer shall include the sale of an Affiliate of the Initial Holder (or the Initial Holder’s interest in an Affiliate) that owns any Series D Preferred Stock, as the case may be, to a Person that is not an Affiliate of the Initial Holder, unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the proviso of the previous sentence.

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(cc)“Widely Dispersed Offering” means (i) a widespread public distribution, (ii) a Transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company or (iii) a Transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from the Holder.

Section 4.Dividends.

(a)From and after the Effective Date, the Holders shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, as permitted by Section 54 of the Companies Act, the Insurance Act 1978 and the rules and regulations made thereunder, out of funds legally available for payment, dividends of the type and in the amounts determined as set forth in this Section 4, and no more.

(b)In the event any dividend on any Common Share is declared by the Board of Directors or paid or any other distribution is made on or with respect to any Common Share, the Holder of each outstanding share of Series D Preferred Stock as of the record date established by the Board of Directors for such dividend or distribution (each, a “Record Date”) shall be entitled to receive dividends in an amount equal to the product of (x) the per share dividend or other distribution declared or paid in respect of such Common Share and (y) the Applicable Conversion Rate as of the Record Date on such Common Share, such dividends to be payable on the same payment date established by the Board of Directors for the payment of such dividend or distribution on such Common Share.  The Record Date for any such dividend shall be the Record Date for the applicable dividend or distribution on the Common Share, and any such dividends shall be payable to the Person in whose name the share of Series D Preferred Stock is registered at the close of business on the applicable Record Date.

(c)No dividend shall be declared or paid on any Common Shares, unless a dividend, payable in the same consideration and manner, is simultaneously declared or paid, as the case may be, on each share of Series D Preferred Stock in an amount determined as set forth above; provided that any dividend payable in the form of Common Shares shall instead be paid in the form of additional shares of Series D Preferred Stock based on the Applicable Conversion Rate (a “PIK Dividend”).  For purposes of this Certificate of Designations, the term “dividends” shall include any pro rata distribution by the Company of cash, property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the holder of any Common Shares, whether or not paid out of capital, surplus or earnings, other than a distribution upon Liquidation of the Company in accordance with Section 5 hereof.

(d)The Company shall at all times reserve and keep available out of its authorized and unissued Series D Preferred Stock, the full number of shares of Series D Preferred Stock required for purposes of paying all PIK Dividends that may become payable.

(e)So long as any shares of Series D Preferred Stock remain outstanding, if all dividends payable pursuant to this Section 4 on all outstanding shares of the Series D Preferred Stock for any Dividend Period have not been declared and paid, or declared and funds set aside therefor, the Company shall not (x) declare or pay dividends with respect to, or, directly or indirectly, redeem, purchase or acquire any of its Junior Securities or (y) directly or indirectly, redeem, purchase or acquire any of its Parity Securities, other than, in each case, (i) redemptions, purchases or other acquisitions of Junior Securities or Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment plan, (ii) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (iii) conversions or exchanges of Junior Securities or Parity Securities for Junior Securities or Parity Securities and (iv) any purchase of fractional interests in shares of the Company’s share capital pursuant to the conversion or exchange provisions of such share capital or the securities being converted or exchanged.

(f)If the Conversion Date with respect to any share of Series D Preferred Stock is prior to the date of payment of dividends on such share, the Holder of such share of Series D Preferred Stock will not have the right to receive dividends on such share; provided that the Holder of such share shall receive the dividend, if any, payable to the holders of the Common Shares into which such share is converted on such dividend payment date.

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(g)           The Company shall not declare or pay a dividend if the Company has reasonable grounds for believing that (i) the Company is or, after giving effect to such payment, would be, unable to pay its liabilities as they become due, or (ii) the realizable value of the Company’s assets would thereby be less than the Company’s liabilities, or (iii) the Company is or, after such payment, would be in breach of any applicable individual or group solvency and liquidity requirements or applicable individual or group enhanced capital requirements or such other applicable rules, regulations or restrictions as may from time to time be issued by the BMA pursuant to the terms of the Insurance Act 1978 of Bermuda and related regulations and rules or any successor legislation or then applicable law.

Section 5.      Liquidation.  In the event of a Liquidation, the holders of the Series D Preferred Stock then outstanding shall be entitled (i) to a preference of US$0.0001 per share over any Common Shares with respect to the surplus assets of the Company and (ii) thereafter to the surplus assets of the Company on a pari passu basis with any Parity Securities.

Section 6.      Maturity.  The Series D Preferred Stock shall be perpetual unless converted in accordance with this Certificate of Designations.

Section 7.      Automatic Conversions.

(a)           Each share of Series D Preferred Stock shall be automatically converted into that number of fully paid and non-assessable Common Shares equal to the Applicable Conversion Rate, plus cash in lieu of fractional shares in accordance with Section 13 hereof, upon the Transfer thereof to a third party in a Widely Dispersed Offering by an Initial Holder or any Affiliate of an Initial Holder or any direct or indirect transferee of an Initial Holder that did not receive such shares in a Widely Dispersed Offering.  Holders of shares of Series D Preferred Stock shall give prompt notice to the Company of any Transfer of Series D Preferred Stock (whether by an Initial Holder or any Affiliate of an Initial Holder or any direct or indirect transferee of an Initial Holder that did not receive such shares in a Widely Dispersed Offering) that results in the conversion of the shares of Series D Preferred Stock into Common Shares.

(b)           For the avoidance of doubt, the Holders of Series D Preferred Stock shall not be permitted to convert such shares into any other class of the Company’s share capital, except pursuant to this Section 7.

Section 8.      Conversion Procedures.

(a)           Effective immediately prior to the close of business on the date of conversion of any shares of Series D Preferred Stock (the “Conversion Date”), dividends shall no longer be declared on any such shares of Series D Preferred Stock and such shares of Series D Preferred Stock shall cease to be outstanding, in each case, subject to the right of the Holder to receive any declared and unpaid dividends on such share to the extent provided in Section 4(f) and any other payments to which such Holder is otherwise entitled pursuant to Section 11 or Section 13 hereof, as applicable.

(b)           No allowance or adjustment, except pursuant to Section 10, shall be made in respect of dividends payable to holders of the Common Shares of record as of any date prior to the close of business on the Conversion Date with respect to any share of Series D Preferred Stock.  Prior to the close of business on the Conversion Date with respect to any share of Series D Preferred Stock, securities issuable upon conversion of such share of Series D Preferred Stock shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Common Shares or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the securities issuable upon conversion and rights to receive any dividends or other distributions on the securities issuable upon conversion) by virtue of holding such share of Series D Preferred Stock.

(c)           Effective immediately upon the occurrence of the conversion, certificates theretofore evidencing shares of Series D Preferred Stock shall be deemed to evidence that whole number of Common Shares issuable upon the conversion of such shares of Series D Preferred Stock.  After any Transfer resulting in a conversion of shares of the Series D Preferred Stock pursuant to Section 7(a), the new Holder of the shares of Series D Preferred Stock so converted (and any subsequent transferee thereof) shall be entitled to surrender the certificate(s) representing such

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shares at the office of the Company, and promptly after any such surrender, and if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, the Company shall issue and deliver to such Holder or on the Holder’s written order to the Holder’s transferee either a certificate or certificates for the whole number of Common Shares that were issuable upon conversion or, alternatively, other appropriate evidence of such shares registered in book entry form.

(d)           Shares of Series D Preferred Stock duly converted in accordance with this Certificate of Designations, or otherwise reacquired by the Company, will resume the status of authorized and unissued preference shares, undesignated as to series and available for future issuance.  The Company may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series D Preferred Stock; provided, however, that the Company shall not take any such action if such action would reduce the authorized number of shares of Series D Preferred Stock below the number of shares of Series D Preferred Stock then outstanding.

(e)           The Person or Persons entitled to receive the securities and/or cash or other property issuable upon conversion of Series D Preferred Stock shall be treated for all purposes as the record holder(s) of such securities as of the close of business on the Conversion Date with respect thereto.  In the event that a Holder shall not by written notice designate the name in which securities and/or cash or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series D Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company.

Section 9.      Self-Tender Offers; Rights Plan.

(a)           If the Company or any of its subsidiaries makes a tender or exchange offer to any holder of Common Shares, the Company or such subsidiary shall simultaneously make an offer on the same terms, on an as-converted per share basis, to each Holder of the shares of Series D Preferred Stock.

(b)           If at any time the Company has a shareholder rights plan in effect with respect to the Common Shares, the shares of Series D Preferred Stock shall be deemed to be Common Shares for purposes of such plan and shall participate therein on an as-converted basis.  Upon conversion of any shares of Series D Preferred Stock, the holders of such converted shares will receive, in addition to the Common Shares, the rights under the rights plan, to the extent such rights have not separated from the Common Shares.  For the avoidance of doubt, if rights under any such plan separate from the Common Shares before the Conversion Date, such separation of rights shall be deemed to be a dividend for purposes of Section 4 hereof, and the Holders of the shares of Series D Preferred Stock shall receive such dividend as provided in Section 4.

Section 10.    Anti-Dilution Adjustments.

(a)           If the Company subdivides, splits or combines the Common Shares, then the Conversion Rate in effect immediately prior to the effective date of such share subdivision, split or combination will be multiplied by the following fraction:

OS1

OS0

where

OS1 =the sum of Common Shares issued immediately after the opening of business on the effective date of such share subdivision, split or combination; and

OS0 =the sum of Common Shares issued immediately prior to the effective date of such share subdivision, split or combination.

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For the purposes of this Section 10(a), the number of Common Shares at the time issued shall not include shares acquired by the Company and cancelled.  If any subdivision, split or combination described in this Section 10(a) is announced but the outstanding Common Shares are not subdivided, split or combined, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding Common Shares, to such Conversion Rate that would be in effect if such subdivision, split or combination had not been announced.

(b)           Whenever the Conversion Rate is to be adjusted in accordance with Section 10(a), the Company shall:  (i) compute the Conversion Rate in accordance with Section 10(a); (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Rate pursuant to Section 10(a) (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Rate in accordance with Section 10(a) hereof, provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Rate was determined and setting forth the revised Conversion Rate.

Section 11.    Reorganization Events.

(a)           In the event that, prior to the Conversion Date with respect to the shares of Series D Preferred Stock of any Holder there occurs:

(i)      any consolidation, merger, tender or exchange offer, amalgamation or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Shares will be converted into cash, securities or other property of the Company or another Person;

(ii)     any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Shares will be converted into cash, securities or other property of the Company or another Person;

(iii)    any reclassification of the Common Shares into securities including securities other than the Common Shares; or

(iv)    any statutory exchange of the outstanding Common Shares for securities of another Person (other than in connection with a merger or acquisition)

(any such event specified in the foregoing clauses (i) through (iv), a “Reorganization Event”), then each share of such Holder’s Series D Preferred Stock outstanding immediately prior to such Reorganization Event shall automatically, effective as of the close of business on the closing date of such Reorganization Event, be cancelled and such Holder shall receive, on account of each cancelled Series D Preferred Share held by it immediately prior to the occurrence of such Reorganization Event, the type and amount of securities, cash and other property receivable in such Reorganization Event by the holder of a Common Share (excluding the holder counterparty to the Reorganization Event or an Affiliate of such counterparty) multiplied by the Applicable Conversion Rate; provided that if the consideration payable in any such Reorganization Event consists (in whole or in part) of property or securities that would reasonably be expected to create, aggravate or exacerbate any issue, problem or concern for any Holder or any of its Affiliates, then the Holders and the Company or the counter-party to such Reorganization Event shall use commercially reasonable efforts to cause the consideration payable to such Holder shall be adjusted (e.g., by the issuance of non-voting securities that are economically equivalent to the voting securities they replaced and would convert into such voting securities on transfer to an unaffiliated third party, subject to the conversion restrictions set forth in Section 7(a)) to the maximum extent practicable to eliminate or address such issue, problem or concern, so long as such adjusted or different securities have the same value as, and are pari passu with, the securities that they replaced (such securities, cash and other property, the “Exchange Property”).

(b)           In the event that holders of Common Shares have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be

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deemed to be the types and amounts of consideration received by the majority of the holders of Common Shares that affirmatively make an election.

(c)           The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of Common Shares in any such Reorganization Event.

(d)           The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property.  Failure to deliver such notice shall not affect the operation of this Section 11.

(e)           The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series D Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 11.

Section 12.    Voting Rights.

(a)           General.  The Holders of Series D Preferred Stock shall not have any voting rights except the limited voting rights as set forth below or as otherwise from time to time required by law.

(b)           Class Voting Rights as to Particular Matters.  Subject to the provisions of the Bye-Laws and the Companies Act, so long as any shares of Series D Preferred Stock are outstanding, the vote or consent of the Holders of at least a majority of the voting power of the Series D Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)            Amendment of Designated Preferred Stock.  An amendment, alteration or repeal of any provision of this Certificate of Designations for the Series D Preferred Stock or the Company’s memorandum of association or Bye-laws (including, unless no vote on such consolidation is required by Section 12(b)(ii) below, any amendment, alteration or repeal by means of a merger, amalgamation, consolidation or otherwise) so as to significantly and adversely affect the rights, preferences, privileges or limited voting rights of the Series D Preferred Stock;

(ii)           Share Exchanges, Reclassifications and Consolidations.  A consummation of a binding share exchange or reclassification involving the Series D Preferred Stock, or of a consolidation of the Company with another corporation or other entity (except for any such consolidation in which the consideration paid to shareholders is entirely in cash), unless in each case (x) the shares of Series D Preferred Stock remain outstanding or, in the case of any such consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and limited voting rights, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and limited voting rights, and limitations and restrictions thereof, of the Series D Preferred Stock immediately prior to such consummation, taken as a whole; or

(iii)          Dissolution.  The voluntary liquidation, dissolution, or winding up of the Company.

(c)           Changes for Clarification.  Subject to applicable Bermuda law and regulation, without the consent of the holders of the Series D Preferred Stock, so long as such action does not affect the special rights, preferences, privileges and voting powers, and limitations and restrictions, of the Series D Preferred Stock taken as a whole, the Company may amend, restate, alter, supplement, modify or repeal any terms of the Series D Preferred Stock:

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(i)            to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that may be defective or inconsistent; or

(ii)           to make any provision with respect to matters or questions arising with respect to the Series D Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations.

(d)           Procedures for Voting and Consents.  The rules and procedures for calling and conducting any meeting of the Holders of Series D Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or a duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Bye-Laws, applicable law and any national securities exchange or other trading facility on which the Series D Preferred Stock are listed or traded at the time.  Whether the vote or consent of the Holders of a majority or other portion of the shares of Series D Preferred Stock has been cast or given on any matter on which the Holders of shares of Series D Preferred Stock are entitled to vote shall be determined by the Company by reference to the aggregate voting power, as determined by the Bye-Laws, of the shares of Series D Preferred Stock voted or covered by the consent.

(e)           Bye-Laws.  For the avoidance of doubt, the provisions of this Section 12 shall be subject to Bye-law 45 (as may be amended, restated, supplemented, altered or modified from time to time) of the Bye-Laws of the Company.

Section 13.    Fractional Shares.

(a)           No fractional Common Shares will be issued as a result of any conversion of shares of Series D Preferred Stock.

(b)           In lieu of any fractional Common Share otherwise issuable in respect of any conversion pursuant to Section 7 hereof, the Company shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price of the Common Shares determined as of the second Trading Day immediately preceding the Conversion Date.

(c)           If more than one share of the Series D Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series D Preferred Stock so surrendered.

Section 14.    Reservation of Common Shares.

(a)           The Company shall at all times reserve and keep available out of its authorized and unissued Common Shares or shares acquired by the Company and held as treasury shares, solely for issuance upon the conversion of shares of Series D Preferred Stock as provided in this Certificate of Designations, if any, free from any preemptive or other similar rights, such number of Common Shares as shall from time to time be issuable upon the conversion of all the shares of Series D Preferred Stock.  For purposes of this Section 14(a), the number of Common Shares that shall be deliverable upon the conversion of all outstanding shares of Series D Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)           Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Series D Preferred Stock, as herein provided, Common Shares acquired by the Company and held as treasury shares (in lieu of the issuance of authorized and unissued Common Shares), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances.

(c)           All Common Shares delivered upon conversion of the Series D Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances.

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(d)           Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series D Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)           The Company hereby covenants and agrees that, if at any time the Common Shares shall be listed on The NASDAQ Stock Market or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Shares shall be so listed on such exchange or automated quotation system, all the Common Shares issuable upon conversion of the Series D Preferred Stock.

Section 15.    Replacement Certificates.

(a)           The Company shall replace any mutilated certificate of shares of Series D Preferred Stock at the Holder’s expense upon surrender of that certificate to the Company.  The Company shall replace a certificate of Series D Preferred Stock that becomes destroyed, stolen or lost at the Holder’s expense upon delivery to the Company of satisfactory evidence that such certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Company.

(b)           The Company shall not be required to issue certificates representing shares of the Series D Preferred Stock on or after the Conversion Date for such shares.

Section 16.    Miscellaneous.

(a)           Any notice, demand or delivery authorized hereunder shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (or facsimile number) set forth below, or such other address (or facsimile number) as shall have been furnished to the party giving or making such notice, demand or delivery:

If to the Company:

Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
Facsimile No.:  (441) 278-9255
Attention:  Mark D. Lyons

If to any Holder:

(i)           to such Holder at the address of such Holder as listed in the stock record books of the Company; or

(ii)          to such other address as any such Holder shall have designated by notice similarly given.

Each such notice, demand or delivery shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day.  Otherwise, any such notice, demand or delivery shall be deemed not to have been received until the next succeeding Business Day.

(b)           The Company shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series D Preferred Stock, Common Shares or other securities issued on account of Series D Preferred Stock pursuant hereto or certificates representing such shares or securities.

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(c)           No share of Series D Preferred Stock shall have any rights of preemption whatsoever under this Certificate of Designations as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated issued or granted.

(d)           The shares of Series D Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Bye-Laws or as provided by applicable law.

(e)           In conducting the affairs of the Company, the Board of Directors of the Company shall take into account the interests of the Holders of the Series D Preferred Stock and shall owe the Holders of Series D Preferred Stock the same fiduciary duties owed to the holders of the Common Shares.

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IN WITNESS WHEREOF, ARCH CAPITAL GROUP LTD. has caused this Certificate of Designations to be signed by [                  ], its [                     ], this [    ] day of [             ], 2016.

ARCH CAPITAL GROUP LTD.

By

[signature page to Certificate of Designations of Series D
Convertible Participating Non-Voting Perpetual Preferred Stock]

EXHIBIT D

ACQUIROR PERPETUAL PREFERRED STOCK TERMS

The terms of the Acquiror Perpetual Preferred Stock will be substantially similar to the Acquiror’s existing Series C Preferred Stock, other than (i) economic terms such as dividend rate and redemption features, (ii) changes made (y) to enhance Acquiror’s ability to get favorable regulatory and capital credit or (z) to comply with applicable Law or rules of a national securities exchange, and (iii) changes (such as the use of a depositary) that will not materially affect the substantive terms of the security.  The Perpetual Preferred Stock will not be convertible into Acquiror Common Stock or any other voting stock of the Acquiror will not contain voting rights other than those contained in the Series C Preferred Stock and will not contain any terms that would cause them to be deemed “voting securities” under the Bank Holding Company Act of 1956 and any regulations promulgated thereunder, or any applicable guidance or precedent of the Board of Governors of the Federal Reserve System.

D-1

EXHIBIT E

FORM OF OPINION OF CONYERS DILL & PEARMAN LIMITED

·The Acquiror is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda). The Acquiror possesses the capacity to sue and be sued in its own name under the laws of Bermuda.

·[The issuance of the shares of Acquiror Perpetual Preferred Stock included in the Perpetual Preferred Stock Consideration has been duly authorized by all necessary corporate action on the part of the Acquiror and, when issued and paid for in accordance with the Stock Purchase Agreement, the Acquiror Perpetual Preferred Stock will be validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof).](1)

·The issuance of the shares of Acquiror Convertible Preferred Stock included in the Convertible Preferred Stock Consideration  has been duly authorized by all necessary corporate action on the part of the Acquiror and, when issued and paid for in accordance with the Stock Purchase Agreement, the Acquiror Convertible Preferred Stock will be validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

·The shares of Acquiror Convertible Preferred Stock are convertible into shares of Acquiror Common Stock in accordance with the Certificate of Designation, and the shares of Acquiror Common Stock to be initially issued upon conversion of the Acquiror Convertible Preferred Stock have been duly authorized upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

·No order, consent, approval, license, authorization or validation of or exemption by any government of public body or authority of Bermuda or any sub-division thereof is required to authorize or is required in connection with the issuance, sale and delivery of the shares of Acquiror Perpetual Preferred Stock included in the Perpetual Preferred Stock Consideration  and shares of Acquiror Convertible Preferred Stock included in the Convertible Preferred Stock Consideration to the Parent, and the conversion of the Acquiror Convertible Preferred Stock into shares of Acquiror Common Stock; provided that the Parent and Acquiror are required, pursuant to sections 30E and 30J respectively of the Insurance Act 1978 of Bermuda, to notify the Bermuda Monetary Authority that the Parent has become a 10% Shareholder Controller of the Acquiror within 45 days of

(1)  Note: Opinion only to be included if Acquiror Perpetual Preferred Stock is delivered to Parent at Closing.

E-1

the Parent acquiring  Acquiror Convertible Preferred Stock and/or Acquiror Perpetual Preferred Stock of the Acquiror.

E-2

EX-10.2

Exhibit 10.2

Execution Copy

$1,375,000,000

BRIDGE CREDIT AGREEMENT

Dated as of August 15, 2016

among

ARCH CAPITAL GROUP LTD.,
as the Parent Borrower,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Administrative Agent,

and

The Other Lenders Party Hereto

CREDIT SUISSE SECURITIES (USA) LLC

as
Lead Arranger and Bookrunner

TABLE OF CONTENTS

		Page
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	20
1.03	Accounting Terms	21
1.04	Rounding	21
1.05	Times of Day	21
ARTICLE II.
THE COMMITMENTS
2.01	Commitments	21
2.02	Borrowings, Conversions and Continuations of Loans	22
2.03	Reserved	23
2.04	Prepayments	23
2.05	Termination or Reduction of Commitments	23
2.06	Repayment of Loans	24
2.07	Interest	24
2.08	Fees	24
2.09	Computation of Interest and Fees	24
2.10	Evidence of Debt	25
2.11	Payments Generally; Administrative Agent’s Clawback	25
2.12	Sharing of Payments by Lenders	26
2.13	Reserved	27
2.14	Reserved	27
2.15	Defaulting Lenders	27
2.16	Designation of Subsidiary Borrower	27
ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes	28
3.02	Illegality	32
3.03	Inability to Determine Rates	32
3.04	Increased Costs; Reserves on Eurocurrency Loans	33
3.05	Compensation for Losses	34
3.06	Mitigation Obligations; Replacement of Lenders	34
3.07	Survival	35
ARTICLE IV.
CONDITIONS PRECEDENT
4.01	Conditions to Effectiveness	35
4.02	Conditions to the Borrowing	35

i

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ARTICLE V.
REPRESENTATIONS AND WARRANTIES
5.01	Corporate Status	38
5.02	Corporate Power and Authority	38
5.03	No Contravention of Laws, Agreements or Organization Documents	39
5.04	Litigation	39
5.05	Use of Proceeds; Margin Regulations	39
5.06	Approvals	39
5.07	Investment Company Act	39
5.08	True and Complete Disclosure	39
5.09	Financial Condition; Financial Statements	40
5.10	Tax Returns and Payments	40
5.11	Compliance with ERISA	40
5.12	Subsidiaries	41
5.13	Compliance with Statutes, Etc.	41
5.14	Reserved	41
5.15	Insurance Business	42
5.16	Reserved	42
5.17	No Section 32 Direction	42
5.18	Taxpayer Identification Number	42
5.19	Representations as to Foreign Jurisdiction Matters	42
5.20	Solvency	43
5.21	Sanctioned Persons	43
5.22	PATRIOT ACT and Other Regulations	43
ARTICLE VI.
AFFIRMATIVE COVENANTS
6.01	Information Covenants	44
6.02	Books, Records and Inspections	46
6.03	Insurance	46
6.04	Payment of Taxes	46
6.05	Maintenance of Existence	46
6.06	Compliance with Statutes, Etc.	46
6.07	ERISA	47
6.08	Maintenance of Property	47
6.09	Maintenance of Licenses and Permits	48
6.10	Reserved	48
6.11	End of Fiscal Years; Fiscal Quarters	48
6.12	Reserved	48
6.13	Further Assurances	48
ARTICLE VII.
NEGATIVE COVENANTS
7.01	Changes in Business and Investments	48
7.02	Consolidations, Mergers, Sales of Assets and Acquisitions	48
7.03	Liens	50
7.04	Indebtedness	52

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7.05	Issuance of Stock	52
7.06	Dissolution	52
7.07	Restricted Payments	52
7.08	Transactions with Affiliates	53
7.09	Maximum Parent Borrower Leverage Ratio	53
7.10	Minimum Consolidated Tangible Net Worth	53
7.11	Limitation on Certain Restrictions on Subsidiaries	53
7.12	Private Act	54
7.13	Sanctions	54
7.14	Anti-Corruption Laws	54
ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default	54
8.02	Remedies Upon Event of Default	56
8.03	Application of Funds	57
ARTICLE IX.
ADMINISTRATIVE AGENT
9.01	Appointment and Authority	57
9.02	Rights as a Lender	58
9.03	Exculpatory Provisions	58
9.04	Reliance by Administrative Agent	59
9.05	Delegation of Duties	59
9.06	Resignation of Administrative Agent	59
9.07	Non-Reliance on Administrative Agent and Other Lenders	60
9.08	No Other Duties, Etc.	60
9.09	Administrative Agent May File Proofs of Claim	60
ARTICLE X.
MISCELLANEOUS
10.01	Amendments, Etc.	61
10.02	Notices; Effectiveness; Electronic Communication	62
10.03	No Waiver; Cumulative Remedies; Enforcement	64
10.04	Expenses; Indemnity; Damage Waiver	64
10.05	Payments Set Aside	66
10.06	Successors and Assigns	66
10.07	Treatment of Certain Information; Confidentiality	69
10.08	Right of Setoff	70
10.09	Interest Rate Limitation	70
10.10	Counterparts; Integration; Effectiveness	71
10.11	Survival of Representations and Warranties	71
10.12	Severability	71
10.13	Replacement of Lenders	71
10.14	Governing Law; Jurisdiction; Etc.	72
10.15	Waiver of Jury Trial	73
10.16	No Advisory or Fiduciary Responsibility	73
10.17	Electronic Execution of Assignments and Certain Other Documents	74

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10.18	USA PATRIOT Act	74
10.19	Time of the Essence	74
10.20	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	74

SCHEDULES

2.01	Commitments and Applicable Percentages
2.08(a)	Certain Fees
5.12	Subsidiaries
7.02(b)	Consolidations, Mergers, Sale of Assets, Acquisitions
7.03	Existing Liens
7.04	Existing Indebtedness
7.05	Issuance of Stock
10.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

A	Form of Loan Notice
B	Form of Note
C	Form of Compliance Certificate
D-1	Form of Assignment and Assumption
D-2	Form of Administrative Questionnaire
E	Form of ACUS Guaranty
F	Form of Subsidiary Borrower Assumption, Release and Guaranty Agreement
G	Form of Solvency Certificate

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BRIDGE CREDIT AGREEMENT

This BRIDGE CREDIT AGREEMENT (“Agreement”) is entered into as of August 15, 2016 among ARCH CAPITAL GROUP LTD., a Bermuda company (the “Parent Borrower”), any Subsidiary Borrower (such term and each other capitalized term used but not defined in this paragraph or in the recitals having the respective meanings assigned to them in Section 1.01) that becomes party hereto pursuant to Section 2.16, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.

WHEREAS, pursuant to the Stock Purchase Agreement, the Parent Borrower will acquire from Seller, directly or indirectly (the “Acquisition”), 100% of the issued and outstanding equity interests in Target in exchange for cash consideration (the “Cash Consideration”) and the issuance to Seller of Equity Interests in the Parent Borrower, in each case as provided for in the Stock Purchase Agreement; and

WHEREAS, the Parent Borrower desires that the Lenders make Loans on the Closing Date in an aggregate principal amount of up to $1,375,000,000, the proceeds of which will be used, together with the proceeds of any Debt Offering, Equity Offering or Asset Sale and cash on hand, solely (i) to pay the Cash Consideration and (ii) to pay the Transaction Expenses;

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Indebtedness” means Indebtedness of the Parent Borrower or a Subsidiary of the Parent Borrower acquired pursuant to an acquisition not prohibited under this Agreement (or Indebtedness assumed at the time of such acquisition of an asset securing such Indebtedness); provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such acquisition.

“Acquisition” has the meaning specified in the recitals hereto.

“ACUS” means Arch Capital Group (U.S.) Inc., a Delaware corporation.

“ACUS Guaranty” means the guaranty executed by ACUS guaranteeing the Obligations of the Borrower hereunder, substantially in the form attached as Exhibit E.

“Administrative Agent” means Credit Suisse, in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

“Administrative Agent Fee Letter” means the administrative agent fee letter dated August 15, 2016 among the Parent Borrower, the Administrative Agent and the Lead Arranger, relating to the credit facility contemplated by this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any 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 Parties” has the meaning specified in Section 10.02(c).

“Aggregate Commitments” means the Commitments of all Lenders.  On the date hereof, the amount of the Aggregate Commitments is $1,375,000,000.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Foreign Obligor Documents” has the meaning specified in Section 5.19(a).

“Applicable Insurance Regulatory Authority” means, when used with respect to any Regulated Insurance Company, (x) 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 (y) 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 regulatory jurisdiction over such Regulated Insurance Company.

“Applicable Percentage” means with respect to any Lender at any time, (a) prior to the funding of the Loans on the Closing Date, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, and (b) after the funding of the Loans on the Closing Date, the percentage (carried out to the ninth decimal place) of the aggregate outstanding principal amount of the Loans represented by such Lender’s Loans at such time, in each case, subject to adjustment as provided in Section 2.15.  If the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, in each case without the making of any Loans, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.  The Applicable Percentage “of” a particular amount may also refer to the value obtained by multiplying the Applicable Percentage times such amount.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

Debt Rating	Pricing Level 1: > A+/A1		Pricing Level 2: A/A2		Pricing Level 3: A-/A3		Pricing Level 4: BBB+/Baa1		Pricing Level 5: <BBB/Baa2
Applicable Rate for Eurocurrency Loans	0.875	%	1.000	%	1.125	%	1.375	%	1.625	%
Applicable Rate for Base Rate Loans	0.000	%	0.000	%	0.125	%	0.375	%	0.625	%

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provided that (a) if the Debt Ratings issued by S&P and Moody’s differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Parent Borrower has only one Debt Rating, the Pricing Level of such Debt Rating shall apply; and (d) if the Parent Borrower does not have any Debt Rating, Pricing Level 5 shall apply.

The Applicable Rate shall initially be determined based upon the Debt Rating in effect on the Closing Date.  Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Parent Borrower to the Administrative Agent of notice thereof pursuant to Section 6.01(e) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.  Notwithstanding the foregoing, each Applicable Rate will increase by 0.25% per annum on the 90th day after the Closing Date and by an additional 0.25% per annum every 90 days thereafter.

“Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ARC” means Arch Reinsurance Company, a corporation organized under the laws of Delaware.

“ARL” means Arch Reinsurance Ltd., a corporation organized under the laws of Bermuda.

“Arrangers” means the Lead Arranger and each additional arranger appointed in accordance with the terms of the Syndication Letter.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Asset Sale” means the Disposition of any asset by the Parent Borrower or any of its Subsidiaries (other than Dispositions (a) in the ordinary course of business or permitted by Section 7.02(b) (other than clause (xii) thereof) or (b) to the extent that the aggregate value of the assets Disposed of in any single transaction or related series of transactions is equal to or less than $100,000,000).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D-1 or any other form approved by the Administrative Agent.

“Bail-In Action” has the meaning specified in Section 10.20(b).

“Bail-In Legislation” has the meaning specified in Section 10.20(b).

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as determined from time to time by Credit Suisse as its prime commercial lending rate in effect at its principal office in New York City, and (c) the LIBO Rate that would be in effect for a Borrowing of one month commencing on the date of

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determination plus 1.00%.  The “prime rate” is a rate set by Credit Suisse based upon various factors including Credit Suisse’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the Base Rate due to a change in the “prime rate”, the Federal Funds Rate or the LIBO Rate shall take effect at the opening of business on the effective date of such change in the “prime rate”, the Federal Funds Rate or the LIBO Rate, as the case may be.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Bermuda Companies Law” means the Companies Act 1981 of Bermuda and other relevant Bermuda law.

“Borrower” means the Parent Borrower or a Subsidiary Borrower, as the case may be.

“Borrower Materials” has the meaning specified in Section 6.01.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurocurrency Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York and, if such day relates to any interest rate settings as to a Eurocurrency Loan or Base Rate Loan that is calculated using the LIBO Rate, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Loan or Base Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan or Base Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurocurrency market.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Consideration” has the meaning specified in the recitals hereto.

“Cash Equivalents” means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) time deposits and certificates of deposit, denominated in Dollars, of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, 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, (iii) commercial paper denominated in Dollars rated at least A-1 or the equivalent thereof by S&P or at least 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, and (iv) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (iii) above.

“Change in Control” means (a) any Person or group of Persons (as used in Sections 13 and 14 of the Securities Exchange Act of 1934 and the rules and regulations thereunder) shall have become the beneficial

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owner (as defined in rules promulgated by the SEC) of more than 50% of the voting securities of the Parent Borrower, (b) the occupation of a majority of the seats (other than vacant seats) of the board of directors of the Parent Borrower by Persons who are neither (i) nominated by the board of directors of the Parent Borrower nor (ii) appointed by directors so nominated or (c) the Parent Borrower shall cease to own, directly or indirectly, at least 60% of the voting and economic interests of the Subsidiary Borrower.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Closing Date” means the date on which the conditions specified in Section 4.02 shall have been satisfied or waived and the Loans hereunder are funded.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, the commitment of such Lender pursuant to Section 2.01 to make Loans to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Conservator” has the meaning specified in Section 8.01(e).

“Consolidated Indebtedness” means, as of any date of determination, (i) all Indebtedness of the Parent Borrower and its Subsidiaries which at such time would appear on the liability side of a balance sheet of such Persons prepared on a consolidated basis in accordance with GAAP (excluding Indebtedness with respect to the transaction described in item 4 on Schedule 7.04) plus (ii) any Indebtedness for borrowed money of any other Person (other than the Parent Borrower or any of its Subsidiaries) as to which the Parent Borrower and/or any of its Subsidiaries has created a Guarantee (but only to the extent of such Guarantee).  For the avoidance of doubt, “Consolidated Indebtedness” shall not include any Guarantees of any Person under or in connection with letters of credit or similar facilities so long as no unreimbursed drawings or payments have been made in respect thereof.

“Consolidated Net Income” means, (i) for the Parent Borrower, for any period, the amount set forth on the consolidated income statement of the Parent Borrower as “Net income available to Arch” determined on a consolidated basis in accordance with GAAP and (ii) for any other Person, for any period, net income (or loss) after income taxes of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” means, (i) for the Parent Borrower, as of any date of determination, the amount set forth on the consolidated balance sheet of the Parent Borrower as “Total shareholders’ equity

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available to Arch” determined on a consolidated basis in accordance with GAAP (excluding the effects of Financial Accounting Statement No. 115) and (ii) for any other Person as of any date of determination, the Net Worth of such Person and its Subsidiaries determined on a consolidated basis in accordance with GAAP, after appropriate deduction for any minority interests in Subsidiaries.

“Consolidated Tangible Net Worth” means, for any Person, as of the date of any determination, Consolidated Net Worth of such Person and its Subsidiaries on such date less the amount of all intangible items included therein, including, without limitation, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks, brand names and write-ups of assets.

“Consolidated Total Capital” means, as of any date of determination, the sum of (i) Consolidated Indebtedness and (ii) Consolidated Net Worth of the Parent Borrower at such time.

“Control” means the possession, directly or indirectly, of the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of a corporation or (ii) 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.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Documents” means (i) this Agreement, (ii) the Fee Letters, (iii) each Note, (iv) the ACUS Guaranty, (v) if required to be executed and delivered in accordance with Section 2.16, the Subsidiary Borrower Assumption, Release and Guaranty Agreement, and (vi) if required to be executed and delivered in accordance with Section 7.04, any Supplemental Subsidiary Guaranty.

“Credit Protection Agreement” means any over-the-counter arrangement designed to transfer credit risk from one party to another, including credit default swaps (including, without limitation, single name, basket and first-to-default swaps), total return swaps and credit-linked notes.

“Credit Suisse” means Credit Suisse AG, acting through any of its Affiliates or branches, and its successors.

“Debt Offering” means any incurrence of Indebtedness for borrowed money (including any issuance of senior unsecured notes through a public offering or in a Rule 144A or other private placement), debt securities convertible into Equity Interests, issued in a public offering, private placement or otherwise, or bank loans by the Parent Borrower or any of its Subsidiaries, other than (i) intercompany Indebtedness, (ii) Indebtedness under the Permitted Credit Agreements, (iii) Permitted Subsidiary Indebtedness, (iv) Indebtedness incurred in the ordinary course of business and (v) refinancings of Indebtedness existing on the Effective Date that matures within one year of the refinancing.

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s of the Parent Borrower’s non-credit-enhanced, senior unsecured long-term debt (in each case, after giving pro forma effect to the consummation of the Transactions).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

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“Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.

“Defaulting Lender” means any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three Business Days of the date required to be funded by it hereunder, unless such failure is the result of a good faith dispute, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Parent Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) has appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) has become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Parent Borrower and each Lender.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” has the meaning specified in Section 7.02(b).

“Dividends” has the meaning specified in Section 7.07.

“Dollar” and “$” mean lawful money of the United States.

“EEA Financial Institution” has the meaning specified in Section 10.20.

“EEA Member Country” has the meaning specified in Section 10.20.

“EEA Resolution Authority” has the meaning specified in Section 10.20.

“Effective Date” means August 15, 2016, the date on which all of the conditions precedent in Section 4.01 were satisfied or waived in accordance with Section 10.01.

“Eligible Assignee” means any of (a) a Lender, (b) after the Closing Date, an Affiliate or Approved Fund of a Lender, (c) a financial institution having a senior unsecured debt rating of not less than “A,” or its equivalent, by S&P, (d) a “Lender” under and as defined in the Existing Credit Agreement and (e) any other Person (other than a natural person) approved by the Administrative Agent and the Parent Borrower (with each such approval not to be unreasonably withheld or delayed).

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“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 Parent Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the 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.

“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 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, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Equity Offering” means any issuance of Equity Interests (including Preferred Securities) or equity-linked interests (in a public offering or private placement) by the Parent Borrower or the Subsidiary Borrower (excluding Equity Interests or equity-linked interests issued (i) pursuant to any employee stock plan or employee compensation plan or agreement, (ii) as consideration pursuant to the Stock Purchase Agreement or (iii) in the case of the Subsidiary Borrower, to the Parent Borrower or any of its Subsidiaries).

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Sections 414(b) and (c) of the Code, and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code) as the Parent Borrower or any of its Subsidiaries.

“EU Bail-In Legislation Schedule” has the meaning specified in Section 10.20(b).

“Eurocurrency Loan” means a Loan (other than a Base Rate Loan) that bears interest at a rate based on the LIBO Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) with respect to a Loan or

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Commitment to a U.S. Person, any U.S. federal withholding Tax (and with respect to a Loan or Commitment to a Person that is incorporated, formed or otherwise organized in the jurisdictions of Bermuda, Ireland or the United Kingdom, any withholding Tax imposed by such jurisdiction), in each case, imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in such Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(d) and (d) any Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of June 30, 2014, among the Parent Borrower, certain Subsidiaries of the Parent Borrower, Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator, as in effect on the date hereof and as the same may be amended, increased, extended, restated, modified, supplemented, refinanced or replaced, from time to time in accordance with the terms thereof.

“Existing Senior Notes” means (i) the Parent Borrower’s 7.35% senior notes due 2034, issued pursuant to that certain Indenture dated as of May 4, 2004, among the Parent Borrower, as issuer, and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee, as in effect on the date hereof and as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof, and (ii) the ACUS 5.144% senior notes due 2043 issued pursuant to that certain Indenture dated as of December 13, 2013, among ACUS, as issuer, the Parent Borrower, as Guarantor, and The Bank of New York Mellon, as trustee, as in effect on the date hereof and as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day.

“Fee Letters” means, collectively, the Syndication Letter and the Administrative Agent Fee Letter.

“Financial Officer” of any Loan Party means the chief financial officer, principal accounting officer, treasurer, controller or assistant controller of such Loan Party.  Any document delivered hereunder that is signed by a Financial Officer of such Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Financial Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Foreign Lender” means (a) if the Borrower is a U.S. Person, any Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for Tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Loan Party” has the meaning specified in Section 5.19(a).

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by the Parent Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the Parent Borrower or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income and which plan is not subject to ERISA or the Code.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“GAAP” means accounting principles generally accepted in the United States set forth in the Financial Accounting Standards Board Codification or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided, however, that the term Guarantee shall not include (x) endorsements of instruments for deposit or collection in the ordinary course of business or (y) obligations of any Regulated Insurance Company under Insurance Contracts, Reinsurance Agreements or Retrocession Agreements.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“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.

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“Hedging Agreements” means any equity short sales, any foreign exchange contracts, currency swap agreements, commodity price hedging arrangements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values.

“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 under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services, (e) 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 (A) the fair market value of such property at such date of determination (determined in good faith by the Parent Borrower) and (B) the amount of such Indebtedness of such other person, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations of such Person under Interest Rate Protection Agreements, Hedging Agreements and Credit Protection Agreements and (i) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions.

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 (u) trade payables (including payables under insurance contracts and reinsurance payables) and accrued expenses in each case arising in the ordinary course of business, (v) obligations of Regulated Insurance Companies with respect to Policies, (w) obligations arising under deferred compensation plans of the Parent Borrower and its Subsidiaries in effect on the date hereof or which have been approved by the board of directors of the Parent Borrower, (x) obligations with respect to products underwritten by Regulated Insurance Companies in the ordinary course of business, including insurance policies, annuities, performance and surety bonds and any related contingent obligations (y) reinsurance agreements entered into by any Regulated Insurance Company in the ordinary course of business and (z) Preferred Securities.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Loan Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Insignificant Subsidiary” means any Subsidiary, other than the Subsidiary Borrower, which has assets, earnings or revenues which, if aggregated with the assets, earnings or revenues, as the case may be, of all other Subsidiaries of the Parent Borrower with respect to which an event described under Section 8.01(e) has occurred and is continuing, would have assets, earnings or revenues, as the case may be, in an amount less than 10% of the consolidated assets, earnings or revenues, as the case may be, of the Parent Borrower and its Subsidiaries as of the end of the most recent fiscal quarter of the Parent Borrower for which financial statements are available.

“Insurance Business” means one or more aspects of the business of selling, issuing or underwriting insurance or reinsurance.

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“Insurance Contract” means any insurance contract or policy issued by a Regulated Insurance Company but shall not include any Reinsurance Agreement or Retrocession Agreement.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means as to each Eurocurrency Loan, the period commencing on the date such Eurocurrency Loan is disbursed or converted to or continued as a Eurocurrency Loan and ending on the date one, two or three months thereafter, as selected by the Borrower in the Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

“Interest Rate Protection Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement, interest rate floor agreement, interest rate futures contract traded on a nationally or internationally recognized exchange (including, but not limited to, the Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, New York Futures Exchange and London International Financial Futures Exchange) or other similar agreement or arrangement.

“Interpolated Rate” shall mean the rate which results from interpolating on a linear basis between: (a) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the longest period (for which that rate is available) which is less than the affected Interest Period and (b) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the shortest period (for which that rate is available) which exceeds the affected Interest Period, each as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Arranger” means Credit Suisse Securities (USA) LLC, in its capacity as lead arranger and bookrunner.

“Legal Requirements” means all applicable Laws.

“Lender” has the meaning specified in the introductory paragraph hereto.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“LIBO Rate” means, with respect to any Eurocurrency Loan for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time), on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration Limited as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided, however, that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate.  Notwithstanding the foregoing, the “LIBO Rate” in respect of any Interest Period will be deemed to be 0.00% per annum if the LIBO Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0.00% per annum.

“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.

“Loan” has the meaning specified in Section 2.01.

“Loan Notice” means (a) the notice of the Borrowing, (b) a notice of a conversion of Loans from one Type to the other, or (c) a notice of a continuation of Eurocurrency Loans, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Parent Borrower and ACUS and (i) if the Parent Borrower designates a Subsidiary Borrower in accordance with Section 2.16, the Subsidiary Borrower, and (ii) if any Supplemental Subsidiary Guaranty is required to be executed in accordance with Section 7.04, the Subsidiary of the Parent Borrower executing such Supplemental Subsidiary Guaranty.

“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the FRB.

“Material Adverse Effect” means (i) a material adverse effect on the business, operations, property or financial condition of the Parent Borrower and its Subsidiaries taken as a whole or (ii) a material adverse effect on (x) the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, (y) the ability of the Parent Borrower and its Subsidiaries taken as a whole, to perform their respective obligations under the Credit Documents to which such entities are a party, or (z) the legality, validity or enforceability of any Credit Document.

“Maturity Date” means the day that is 364 days after the Closing Date; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning specified in Section 10.09.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

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“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 Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates, and each such plan for the five year period immediately following the latest date on which the Parent Borrower, such Subsidiary or such ERISA Affiliate contributed to or had an obligation to contribute to such plan, or any other such plan with respect to which the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates has any liability under Title IV of ERISA, contingent or otherwise.

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

“Net Cash Proceeds” means, with respect to any Debt Offering, Equity Offering or Asset Sale, the gross proceeds in the form of cash or Cash Equivalents (including any cash or Cash Equivalents received by way of deferred payment pursuant to a promissory note, receivable, purchase price adjustment or otherwise, or in respect of any other non-cash proceeds, but, in each case, only as and when received in the form of cash or Cash Equivalents) received by the Parent Borrower or any Subsidiary in respect of such Debt Offering, Equity Offering or Asset Sale, net of customary transaction costs (including, as applicable, any underwriting, brokerage or other customary commissions and legal, advisory and other fees and expenses associated therewith) and, in the case of any Asset Sale, net of (i) taxes paid or reasonably estimated to be payable as a result thereof, (ii) the amount necessary to retire any Indebtedness secured by a Lien on the property subject to such Asset Sale that by its terms was required to be repaid using such proceeds and has been repaid or refinanced in accordance with its terms using such proceeds, and (iii) amounts reserved in accordance with GAAP in respect of any indemnification obligations or purchase price adjustments in connection therewith; provided that such Net Cash Proceeds of Asset Sales shall not include proceeds of any Asset Sale (a) to the extent at the time of the receipt thereof, the Parent Borrower notifies the Administrative Agent that such proceeds are intended to be reinvested (or committed to be reinvested) in other assets used or useful in the business of the Parent Borrower or any of its Subsidiaries (including any investments and acquisitions) within six months of receipt of such proceeds or, if so committed within such period, reinvested within three months after such six-month period or (b) constituting Equity Interests of, or assets of, any Subsidiary to the extent that the repatriation of such proceeds (x) would result in adverse Tax consequences to the Borrower or any of its Subsidiaries, or (y) would be prohibited by applicable Law.

“Net Worth” means, as to any Person, the sum of its capital stock (including, without limitation, its Preferred Securities), capital in excess of par or stated value of shares of its capital stock (including, without limitation, its Preferred Securities), retained earnings and any other account which, in accordance with GAAP, constitutes stockholders equity, but excluding (i) any treasury stock and (ii) the effects of Financial Accounting Statement No. 115.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.

“Obligations” means all advances to, and debts, liabilities and obligations of the Borrower arising under any Credit Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outside Date” means the fifth Business Day after (i) March 31, 2017 or (ii) if the “Outside Date” (as defined in the Stock Purchase Agreement as in effect on the date hereof) shall have been extended to a later date as provided in Section 9.01 of the Stock Purchase Agreement (as so in effect), such later date (but, in any event, no later than June 30, 2017).

“Outstanding Amount” means with respect to the Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any prepayments or repayments of Loans occurring on such date.

“Overnight Rate” means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

“Parent Borrower” has the meaning specified in the introductory paragraph hereto.

“Parent Borrower Leverage Ratio” means, at any time, the ratio of (i) Consolidated Indebtedness at such time to (ii) Consolidated Total Capital at such time.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“PATRIOT Act” has the meaning specified in Section 10.18.

“PBGC” means the Pension Benefit Guaranty Corporation.

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“Permitted Credit Agreements” means (i) the Existing Credit Agreement; provided that, to the extent that the commitments thereunder are increased after the date hereof by more than $200,000,000, such excess shall not be part of “Permitted Credit Agreements”, and (ii) the Permitted LC Facilities.

“Permitted LC Facilities” means (i) the Letter of Credit Facility Agreement, dated as of November 6, 2014, between ARL and Lloyds Bank plc, which provides for the issuance of letters of credit from time to time (and any replacements, renewals and extensions thereof and any successor facilities), (ii) the Letter of Credit Facility Agreement, dated as of November 23, 2015, between ARL and Lloyds Bank plc, which provides for the issuance of letters of credit from time to time (and any replacements, renewals and extensions thereof and any successor facilities) and (iii) any letter of credit or letter of credit facility obtained by the Parent Borrower or any of its Subsidiaries in the ordinary course of business and secured by cash and securities (other than securities of the Parent Borrower or any of its Subsidiaries).

“Permitted Subsidiary Indebtedness” means:

(a)Indebtedness of any Subsidiary of the Parent Borrower incurred pursuant to this Agreement or any other Credit Document;

(b)Indebtedness of any Subsidiary of the Parent Borrower existing on the date hereof and listed on Schedule 7.04 and refinancings by such Subsidiary thereof; provided that the aggregate principal amount of any such refinancing Indebtedness is not greater than the aggregate principal amount of the Indebtedness being refinanced plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith;

(c)Indebtedness of any Subsidiary of the Parent Borrower under any Interest Rate Protection Agreement or Hedging Agreement, in each case entered into in the ordinary course of business in managing such Subsidiary’s investment portfolio;

(d)any Indebtedness owed by Subsidiaries of the Parent Borrower to the Parent Borrower or any of its Subsidiaries;

(e)Indebtedness in respect of purchase money obligations and Capital Lease Obligations of any Subsidiary of the Parent Borrower, and refinancings thereof; provided that the aggregate principal amount of all such purchase money obligations and Capital Lease Obligations outstanding does not exceed $25,000,000 at the time of incurrence of any new Indebtedness permitted by this clause (e);

(f)Indebtedness of any Subsidiary of the Parent Borrower in respect of letters of credit issued to reinsurance cedents, in connection with requirements of Lloyd’s of London for syndicates owned by any Subsidiary of the Parent Borrower, or to lessors of real property in lieu of security deposits in connection with leases of any Subsidiary of the Parent Borrower, in each case in the ordinary course of business;

(g)Indebtedness of any Subsidiary of the Parent Borrower 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;

(h)Acquired Indebtedness of Subsidiaries of the Parent Borrower;

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(i)Indebtedness incurred under securities lending arrangements entered into in the ordinary course of business;

(j)Indebtedness incurred under Credit Protection Agreements entered into in the ordinary course of business;

(k)additional Indebtedness of Subsidiaries of the Parent Borrower not otherwise permitted under clauses (a) through (n) of this definition which shall not exceed 5% of the Parent Borrower’s Consolidated Net Worth at the time of incurrence of any new Indebtedness permitted by this clause (k);

(l)Indebtedness in the form of earn-out obligations;

(m)Indebtedness of any Loan Party incurred pursuant to any Debt Offering to the extent that, at the time of the incurrence thereof, the Aggregate Commitments (or if the Closing Date shall have occurred, the Outstanding Amount) shall be reduced on a dollar for dollar basis by the Net Cash Proceeds thereof as provided for in Section 2.05(b) or 2.04(b), respectively; and

(n)Indebtedness arising from Guarantees made by any Subsidiary of the Parent Borrower of Indebtedness of the type described in clauses (a) through (m) of this definition.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “pension plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to Title IV of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Parent Borrower or any of its Subsidiaries or any of its ERISA Affiliates, and each such plan for the five year period immediately following the latest date on which the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates maintained, contributed to or had an obligation to contribute to such plan, or any such plan to which the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates has any liability under Title IV of ERISA, contingent or otherwise.

“Platform” has the meaning specified in Section 6.01.

“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, at any time, any preferred Equity Interests (or capital stock) of such 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 Loan Party, in whole or in part.

“Public Lender” has the meaning specified in Section 6.01.

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“Recipient” means the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 10.06(c).

“Regulated Insurance Company” means any Subsidiary of the Parent Borrower, whether now owned or hereafter acquired, that is authorized 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” means any agreement, contract, treaty, certificate or other arrangement whereby any Regulated Insurance Company agrees to transfer, cede or retrocede to another insurer or reinsurer all or part of the liability assumed or assets held by such Regulated Insurance Company under a policy or policies of insurance issued by such Regulated Insurance Company or under a reinsurance agreement assumed by such Regulated Insurance Company.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans has been terminated, Lenders holding in the aggregate more than 50% of the Outstanding Amount; provided that the Commitment of, and the portion of the Outstanding Amount held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means, as to any Loan Party, the chief executive officer, any Financial Officer, the president, general counsel or any vice president of such Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of such Loan Party and, solely for purposes of notices given pursuant to Section 2.02, any other officer or employee of such Loan Party, so designated by any of the foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Retrocession Agreement” means any agreement, contract, treaty or other arrangement whereby one or more insurers or reinsurers, as retrocessionaires, assume liabilities of reinsurers under a Reinsurance Agreement or other retrocessionaires under another Retrocession Agreement.

“S&P” means S&P Global Ratings and any successor thereto.

“Same Day Funds” means immediately available funds.

“Sanction(s)” means any sanction administered or enforced by the United States government (including without limitation, OFAC and the U.S. State Department), the United Nations, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

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“SAP” means, with respect to any Regulated Insurance Company, the accounting procedures and practices prescribed or permitted by the Applicable Insurance Regulatory Authority of the state in which such Regulated Insurance Company is domiciled; it being understood and agreed that determinations in accordance with SAP for purposes of Article VI, including defined terms used therein, are subject (to the extent provided therein) to Section 1.03.

“SEC” means the United States Securities and Exchange Commission or any successor entity.

“Seller” means American International Group, Inc., a Delaware corporation.

“Service of Process Agent” means Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005.

“Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of August 15, 2016, between the Parent Borrower and the Seller, together with all exhibits and schedules thereto.

“Stock Purchase Agreement Material Adverse Effect” means “Company Material Adverse Effect” as defined in the Stock Purchase Agreement as in effect on the date hereof.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.  The term “Subsidiary” shall not include, however, (i) any Person (such as, with respect to the Parent Borrower, Watford Holdings Ltd. and Gulf Re Holdings Ltd.) and its Subsidiaries in which the parent owns 50% or less of the Equity Interest of such Person but which, due to accounting rules, is required to be consolidated in the parent’s consolidated financial statements under GAAP and (ii) funds, partnerships, corporations, limited liability companies or similar entities in which the parent holds an interest solely for investment purposes and which may be deemed “Subsidiaries” because they would be consolidated in the parent’s consolidated financial statements in accordance with GAAP (each, an “Investment Entity”) to the extent that the assets or revenues, as the case may be, of any Investment Entity or of all Investment Entities in the aggregate, are not more than 10% of the consolidated assets or revenues, as the case may be, of the parent and its Subsidiaries as of the end of the most recent fiscal quarter of the parent for which financial statements are available.

“Subsidiary Borrower” has the meaning specified in Section 2.16.

“Subsidiary Borrower Assumption, Release and Guaranty Agreement” has the meaning specified in Section 2.16.

“Supplemental Subsidiary Guaranty” means a guaranty executed by any Subsidiary of the Parent Borrower (other than ACUS) guaranteeing the Obligations of the Borrower hereunder, which shall be in a form reasonably satisfactory to the Administrative Agent (and substantially similar to the ACUS Guaranty).

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“Syndication Letter” means the syndication and fee letter dated August 15, 2016 among the Parent Borrower, the Administrative Agent and the Lead Arranger, relating to the credit facility contemplated by this Agreement and the syndication of the Commitments.

“Target” means United Guaranty Corporation, a North Carolina corporation.

“Taxes” means all present or future taxes, levies, imposts, duties, withholdings (including backup withholding), assessments, or other similar charges, fees or deductions imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Transactions” means, collectively, (a) the Acquisition, (b) the execution, delivery and performance by each Loan Party of the Credit Documents, if any, with respect to which it is a party, (c) the making of the Borrowing hereunder and the use of the proceeds therefrom and (d) the payment of fees and expenses incurred in connection with the foregoing (such fees and expenses, “Transaction Expenses”).

“Type” means with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Loan.

“United States” and “U.S.” mean the United States of America.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(d)(ii)(B)(3).

“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; provided, however that Alternative Re Holdings Limited shall be a considered a Wholly-Owned Subsidiary of the Parent Borrower provided the Parent Borrower owns directly or indirectly all of the voting capital stock or other voting ownership interests in such Subsidiary.

“Write-Down and Conversion Powers” has the meaning specified in Section 10.20(b).

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any

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reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c)Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.

1.03Accounting Terms.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Parent Borrower notifies the Administrative Agent that the Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.04Rounding.  Any financial ratios required to be maintained by the Parent Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II.

THE COMMITMENTS

2.01Commitments.  Upon and subject to the terms and conditions hereof, each Lender severally agrees to make a loan in Dollars (each such loan, a “Loan”) to the Borrower on the Closing Date in an aggregate amount not to exceed the amount of such Lender’s Commitment.  Each Lender’s Commitment shall expire immediately and without further action upon the earliest to occur of (i) 5:00 p.m. on the Outside Date, (ii) the consummation of the Acquisition without the making of the Borrowing, (iii) the date that the Stock Purchase Agreement is terminated or expires in accordance with its terms or the Parent Borrower or any of its Subsidiaries publicly announces its intention not to proceed with the Acquisition and (iv) the funding of the Loans on the Closing Date. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. At the option of the Borrower, the Loans may be Base Rate Loans or Eurocurrency Loans, as further provided herein.

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2.02Borrowings, Conversions and Continuations of Loans.

(a)The Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of the Borrowing of, conversion to or continuation of Eurocurrency Loans (or, in the case of the Borrowing, such later date or time as may be agreed to by the Administrative Agent and the Lenders), and (ii) on the requested date of the Borrowing of Base Rate Loans.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice.  Any Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or equal to the remaining available amount of the Aggregate Commitments).  Any Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or equal to the remaining available amount of the Aggregate Commitments).  Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting the Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans.  If the Borrower requests the Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans, as described in the preceding subsection.  In the case of the Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Closing Date.  Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.  Each Lender may, at its option, make any Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such branch or Affiliate shall not have any voting rights hereunder which rights shall remain with such Lender.

(c)Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans without the consent of the Required Lenders.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Credit Suisse’s prime rate used in determining the Base Rate promptly following any such change.

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(e)After giving effect to the Borrowing, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than four Interest Periods in effect with respect to Loans.

2.03Reserved.

2.04Prepayments.

(a)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any partial prepayment of Eurocurrency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any partial prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans.  Any such notice may state that the prepayment is subject to the consummation of any Debt Offering, Equity Offering or Asset Sale or any other transaction the proceeds of which are intended to fund such prepayment.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the consummation of any transaction which is specified in such notice as a condition to such prepayment.

(b)Within three Business Days after the receipt by the Parent Borrower or any of its Subsidiaries of Net Cash Proceeds after the Closing Date in respect of any Debt Offering, Equity Offering or Asset Sale, the Parent Borrower shall (or shall cause the Subsidiary Borrower to) prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds.

(c)Any prepayment of a Loan pursuant to this Section 2.04 shall be without premium or penalty, but shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

2.05Termination or Reduction of Commitments.

(a)The Borrower may, upon notice to the Administrative Agent, terminate, or from time to time permanently reduce, the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. one Business Day prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage.  All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

(b)The Aggregate Commitments shall be automatically reduced on a dollar for dollar basis by an amount equal to the Net Cash Proceeds received by the Parent Borrower or any of its Subsidiaries in respect of any Debt Offering, Equity Offering or Asset Sale after the Effective Date but on or prior to

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the Closing Date.  Any such reduction shall be applied to the Commitment of each Lender according to its Applicable Percentage.

(c)Any termination or reduction of the Aggregate Commitments shall be permanent.

2.06Repayment of Loans.  The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of the Loans outstanding on such date.

2.07Interest.

(a)Subject to the provisions of subsection (b) below, (i) each Eurocurrency Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b)(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)If any amount (other than principal of any Loan) payable by any Loan Party under any Credit Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all its outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.08Fees.

(a)The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the fees in the amounts and at the times specified on Schedule 2.08(a).  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(b)The Loan Parties shall pay to the Administrative Agent, for the accounts of the Persons specified therein, the fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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2.09Computation of Interest and Fees.  All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the LIBO Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.10Evidence of Debt. The Loan made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loan in addition to such accounts or records.  Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of its Loan and payments with respect thereto.

2.11Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day (or on the day actually received, in the Administrative Agent’s sole discretion) and any applicable interest or fee shall continue to accrue.  Except as otherwise expressly provided herein, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)  Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date, in the case of any Eurocurrency Loans to be made on the Closing Date (or, in the case of the Borrowing of Base Rate Loans, prior to 12:00 noon on the Closing Date) that such Lender will not make available to the Administrative Agent such Lender’s share of the Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of the Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the

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Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in the Borrowing as of the date of such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by the Borrower; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make the Loans and to make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make its Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or make its payment under Section 10.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner.

2.12Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on the Loan made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of the Loan and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments

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as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in its Loan to any assignee or participant, other than an assignment to the Parent Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.13Reserved.

2.14Reserved

2.15Defaulting Lenders.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)Waivers and Amendments.  That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(b)Certain Fees. That Defaulting Lender shall not be entitled to receive any fees pursuant to Section 2.08(a) (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) during the period that such Lender was a Defaulting Lender.

2.16Designation of Subsidiary Borrower.  No later than 15 Business Days prior to the Closing Date, the Parent Borrower may designate one of its Subsidiaries (such designated Subsidiary, the “Subsidiary Borrower”) incorporated, formed or otherwise organized (i) in the United States, Bermuda, Ireland or the United Kingdom, or (ii) in another jurisdiction outside the United States reasonably satisfactory to the Administrative Agent (provided that, if the Subsidiary Borrower is incorporated, formed or otherwise organized in a jurisdiction described in this clause (ii), (A) the parties hereby agree to amend this Agreement to provide for any appropriate modifications to the Tax gross-up provisions (including the definition of Excluded Taxes) to reflect the withholding Tax rules in such jurisdiction and (B) in order for such jurisdiction to be reasonably satisfactory to the Administrative Agent, in addition to any other matters deemed appropriate by the Administrative Agent, the Administrative Agent must be reasonably satisfied that each Lender, without being subject to any legal or regulatory requirement to be licensed to do business in such jurisdiction, may make Loans to such Subsidiary Borrower in such jurisdiction in compliance with applicable Law and without being subject to any unreimbursed or unindemnified Tax or other expense (other than any Excluded Tax)) to be the Borrower hereunder. Such Subsidiary Borrower shall be the Borrower hereunder upon the execution, delivery and effectiveness of an assumption, release and

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guaranty agreement, in the form attached hereto as Exhibit F or otherwise in form and substance reasonably satisfactory to the Administrative Agent (the “Subsidiary Borrower Assumption, Release and Guaranty Agreement”), pursuant to which: (i) the Subsidiary Borrower shall (A) assume from the Parent Borrower, and be primarily liable for, each of the Obligations of the “Borrower” under this Agreement and each of the other Credit Documents with the same force and effect as if it had executed as “Borrower”, on the Effective Date, this Agreement and each of the other Credit Documents to which the “Borrower” is a party, and (B) be bound by each of the terms and provisions of this Agreement and each of the other Credit Documents applicable to it as the “Borrower” hereunder and thereunder, and (ii) the Parent Borrower shall (1) Guarantee the Obligations under this Agreement and the other Credit Documents (but, for the avoidance of doubt, shall not be released from any separate obligations that it may have as the “Parent Borrower” or a “Loan Party” under this Agreement or any of the other Credit Documents), and (2) be irrevocably appointed by the Subsidiary Borrower as the Subsidiary Borrower’s agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (I) the giving and receipt of notices, and (II) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto.

Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by the Subsidiary Borrower shall be valid and effective if given or taken only by the Parent Borrower, whether or not the Subsidiary Borrower joins therein.  Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to the Subsidiary Borrower.

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)Any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.  If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)If the Borrower or the Administrative Agent shall be required under applicable Law to withhold or deduct any Taxes from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Law, and (C) if such Taxes withheld or deducted are Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii)Payment of Other Taxes by the Borrower.  Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable

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Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(b)Tax Indemnifications.  (i) The Borrower shall indemnify the applicable Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.  The Borrower shall indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(b)(ii) below.

(ii)Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this clause (ii).

(c)Evidence of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(d)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and

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submission of such documentation (other than such documentation set forth in Section 3.01(d)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or, if applicable, W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or, if applicable, W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or, if applicable, W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct or indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this

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Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(e)Treatment of Certain Refunds.  Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified or with respect to which the indemnifying party has paid additional amounts, in each case, pursuant to this Section 3.01, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the indemnifying party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such indemnified party, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the indemnifying party, upon the request of the indemnified party, agrees to repay the amount paid over to the indemnifying party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the indemnified party in the event the indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection, in no event will the applicable indemnified party be required to pay any amount to the indemnifying party pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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(f)Survival.  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(g)Defined Terms.  For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

3.02Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Loans or to convert Base Rate Loans to Eurocurrency Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBO Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), convert all Eurocurrency Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component of the Base Rate), and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans.  Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.

3.03Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurocurrency market for the applicable amount and Interest Period of such Eurocurrency Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the LIBO Rate component of the Base Rate, the utilization of the LIBO Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for the Borrowing of, conversion to or continuation of Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for the Borrowing of, or conversion to or continuation of, Base Rate Loans in the amount specified therein.

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3.04Increased Costs; Reserves on Eurocurrency Loans.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e));

(ii)subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Eurocurrency Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for any Indemnified Taxes and any Excluded Tax); or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting into or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)Capital or Liquidity Requirements.  If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loan made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

(e)Additional Reserve Requirements.  The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Loan equal to the actual costs of such reserves

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allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.  If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.

3.05Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Eurocurrency Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Loan on the date or in the amount notified by the Borrower; or

(c)any assignment of a Eurocurrency Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded.

3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise

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be materially disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.

3.07Survival.  All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01Conditions to Effectiveness.  This Agreement shall become effective upon the satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following:

(i)executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; and

(ii)at least three Business Days in advance of the Effective Date, all documentation and other information with respect to each Loan Party as of the Effective Date requested at least ten Business Days in advance of the Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(b)The Administrative Agent shall have received a letter from the Service of Process Agent indicating its consent to its appointment by the Parent Borrower as its agent to receive service of process as specified in this Agreement.

(c)Any fees or other costs required to be paid on or before the Effective Date shall have been paid.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

4.02Conditions to the Borrowing.  The obligation of each Lender to make its Loan on the Closing Date (which date shall in no event be later than the Outside Date) is subject to the following conditions precedent:

(a)The Effective Date shall have occurred.

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(b)If the Parent Borrower has designated a Subsidiary Borrower hereunder pursuant to Section 2.16, (i) if the Subsidiary Borrower is not ACUS, the Existing Credit Agreement shall have been amended or otherwise modified so as to permit the Subsidiary Borrower to incur the Loans, and (ii) if the Subsidiary Borrower is not a Wholly-Owned Subsidiary of the Parent Borrower, the Administrative Agent shall be reasonably satisfied with (x) the identity of the minority investors in the Subsidiary Borrower and, to the extent material to the interests of the Lenders in their capacity as such, the shareholder or other equity holder agreements related thereto and (y) if the Equity Interests issued to such minority investors are in a form other than common equity interests, the material terms thereof.

(c)The receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles or sent by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer and dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date):

(i)a certificate in the form of Exhibit G annexed hereto from the chief financial officer of the Parent Borrower certifying that the Parent Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent;

(ii)a certificate signed by a Responsible Officer of each Loan Party certifying that the conditions specified in Section 4.02(d) and Section 4.02(h) are satisfied;

(iii)an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders from (A) Cahill Gordon & Reindel LLP, special U.S. counsel to the Parent Borrower and ACUS and (B) Conyers, Dill & Pearman, special Bermuda counsel to the Parent Borrower;

(iv)a certificate signed by the President, any Vice President, Chief Executive Officer, Chief Financial Officer, Controller, Chairman or Chief Operating Officer of each Loan Party, and attested to by the Secretary or any Assistant Secretary of such Loan Party, together with (x) copies of its Organization Documents, (y) the resolutions relating to the Credit Documents and (z) an incumbency certificate evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents to which such Loan Party is a party;

(v)at least three Business Days prior to the Closing Date, all documentation and other information requested at least ten Business Days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act;

(vi)if the Parent Borrower has designated a Subsidiary Borrower hereunder pursuant to Section 2.16,

(A)at least three Business Days prior to the Closing Date, executed counterparts of the Subsidiary Borrower Assumption, Release and Guaranty Agreement, sufficient in number for distribution to the Administrative Agent, each Lender, the Parent Borrower and the Subsidiary Borrower;

(B)if the Subsidiary Borrower is incorporated, formed or otherwise organized in a jurisdiction outside of the United States, a letter from the Service of

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Process Agent indicating its consent to its appointment by the Subsidiary Borrower as its agent to receive service of process as specified  in this Agreement; and

(C)an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders from local counsel to the Subsidiary Borrower reasonably satisfactory to the Administrative Agent;

(vii)a Note executed by the Borrower in favor of each Lender that requested a Note at least three Business Days prior to the Closing Date;

(viii)a certificate from the appropriate Governmental Authority in the jurisdiction of incorporation, formation or organization of each Loan Party, certifying that such Loan Party is in good standing or existence, as the case may be, in such jurisdiction (to the extent such concept is relevant in such jurisdiction);

(ix)an executed Loan Notice, signed by an Authorized Officer on behalf of the Borrower, and delivered in accordance with the provisions of Section 2.02; and

(x)executed counterparts of the ACUS Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower.

(d)The Acquisition shall be consummated on the Closing Date substantially simultaneously with the funding of the Loans in accordance with the terms of the Stock Purchase Agreement, which shall not have been amended or modified in any respect that is material and adverse to the Lenders or the Lead Arranger (in their respective capacities as such) without the prior written consent of the Administrative Agent.

(e)Except as set forth (i) in the registration statement on Form S-1 filed by the Target with the SEC on May 20, 2016, as amended prior to the date of this Agreement (excluding, in each case, any risk factors (other than any historical factual information set forth therein), forward-looking disclosures set forth in any risk factor section or any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), (ii) in the financial statements of the Target referred to in Section 4.02(f)(i) for periods ending on or prior to June 30, 2016, (iii) the Statutory Statements (as defined in the Stock Purchase Agreement) or (iv) in the corresponding sections or subsections of the Parent Disclosure Schedule (as defined in the Stock Purchase Agreement), from December 31, 2015 to the date hereof, there shall not have occurred any event or events that, individually or in the aggregate, would reasonably be expected to have a Stock Purchase Agreement Material Adverse Effect.  From the date hereof to the Closing Date, there shall not have occurred any Stock Purchase Agreement Material Adverse Effect.

(f)The Administrative Agent shall have received:

(i)(a) GAAP audited consolidated balance sheets and related statements of income, shareholders’ equity and cash flows of the Parent Borrower and the Target, in each case for the last three fiscal years to have been completed at least 90 days prior to the Closing Date, and (b) GAAP unaudited consolidated balance sheets and related statements of income and cash flows (and in the case of the Parent Borrower, shareholders’ equity) of the Parent Borrower and the Target as of, and for the period from the first day of the fiscal year following the fiscal year for which audited financial statements are provided pursuant to clause (a) above to, the final day of each subsequent fiscal quarter

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ended at least 60 days before the Closing Date; provided that the Administrative Agent acknowledges receipt of all such financial statements for periods ending on or prior to June 30, 2016; and

(ii)a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Parent Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to subsection (f)(i) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such fiscal year (in the case of such other financial statements).

(g)The Borrower shall have paid all fees, expenses and other amounts payable under this Agreement or any other Credit Document on or prior to the Closing Date to the extent such amounts are invoiced at least two business days prior to the Closing Date.

(h)The representations and warranties contained in Section 5.01 (with respect to the legal existence of the Loan Parties), Section 5.02, Section 5.03(iii), Section 5.05, Section 5.07, Section 5.20, Section 5.21(b) and Section 5.22(b) shall be true and correct in all material respects on and as of the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(i)Such of the representations and warranties made by the Seller in respect of Target and its Subsidiaries in the Stock Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Parent Borrower (or any of its Affiliates) has the right to terminate its obligations under the Stock Purchase Agreement or the right not to elect to consummate the Acquisition as a result of a breach of such representations, shall be true and correct in all respects.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Each of the Subsidiary Borrower (solely as to itself and its Subsidiaries), if any, and the Parent Borrower represents and warrants to the Lenders that:

5.01Corporate Status.  Each Loan Party and each of its Subsidiaries (i) is a duly organized and validly existing corporation or business trust or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational 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 (ii) has been duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except, in the case of this clause (ii), where the failure to be so qualified, authorized or in good standing would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.02Corporate Power and Authority.  Each Loan Party has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of such Credit Documents.  Each Loan Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of

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such Loan Party enforceable against such Loan Party 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.

5.03No Contravention of Laws, Agreements or Organization Documents.  Neither the execution, delivery and performance by any Loan Party of this Agreement or the other Credit Documents to which it is a party nor compliance with the terms and provisions hereof or thereof, nor the consummation of the transactions contemplated herein or 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 upon any of the property or assets of any Loan Party or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which any Loan Party or any of its Subsidiaries is a party or by which any Loan Party or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the Organization Documents of any Loan Party or any of its Subsidiaries.

5.04Litigation.  There are no actions, suits or proceedings pending or threatened in writing involving any Loan Party or any of its Subsidiaries (including, without limitation, with respect to this Agreement or any other Credit Document) that have had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.05Use of Proceeds; Margin Regulations.

(a)Proceeds of Loans shall only be utilized solely toward the payment of the Cash Consideration and Transaction Expenses.

(b)Neither the making of any Loan hereunder, nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulation T, U or X of the FRB and no part of the proceeds of the Loans will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock.

5.06Approvals.  Any order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any foreign or domestic governmental or public body or authority, or any subdivision thereof, which is required to authorize or is required in connection with (i) the execution, delivery and performance of any Credit Document or (ii) the legality, validity, binding effect or enforceability of any Credit Document, has been obtained.

5.07Investment Company Act.  No Loan Party nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.

5.08True and Complete Disclosure.  All factual information (taken as a whole) heretofore or contemporaneously furnished by the Loan Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender in writing (including, without limitation, all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other factual information (taken as a whole with all other such information theretofore or contemporaneously furnished) hereafter furnished by any such Persons in writing to the Administrative Agent will be, true and accurate in all material respects on the date as of which such information is dated and not incomplete by omitting to state any material fact necessary to make such information (taken as a

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whole with all other such information theretofore or contemporaneously furnished) not misleading at such time in light of the circumstances under which such information was provided; provided that, prior to the Closing Date, the foregoing representation as it relates to Target and its Subsidiaries is qualified as to the Parent Borrower’s knowledge.

5.09Financial Condition; Financial Statements.

(a)The consolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2015 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for its fiscal quarter ended March 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statement, to normal year-end audit adjustments and the absence of full footnote disclosure).

(b)The pro forma financial statements (x) delivered pursuant to Section 4.02(f)(ii) or (y) included within any filing made with the SEC by Parent Borrower or any of its Subsidiaries relating to the Transactions (i) have been prepared by the Parent Borrower in good faith, based on the assumptions believed by the Parent Borrower on the date such statements are delivered to be reasonable, and (ii) present fairly, in all material respects, the pro forma consolidated financial condition or the pro forma consolidated results of operations, as the case may be, of the Parent Borrower and its Subsidiaries as of and for the dates and periods to which they relate as if the Transactions had occurred as of such date (in the case of the pro forma balance sheet) or at the beginning of the applicable period (in the case of all other pro forma financial statements).

5.10Tax Returns and Payments.  The Parent Borrower and its Subsidiaries (i) have timely filed or caused to be timely filed with the appropriate taxing authority (taking into account any applicable extension within which to file) all material income and other material Tax returns (including any statements, forms and reports), domestic and foreign, required to be filed by the Parent Borrower and its Subsidiaries, and (ii) have timely paid or caused to have timely paid all material Taxes payable by them which have become due and assessments which have become due, except for those contested in good faith and adequately disclosed and for which adequate reserves have been established in accordance with GAAP.  There is no action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Parent Borrower and its Subsidiaries, proposed or threatened by any authority regarding any income Taxes or any other Taxes relating to the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Neither the Parent Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Parent Borrower or any of its Subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  No Tax Liens have been filed and no claims are pending or, to the best knowledge of the Parent Borrower or any of its Subsidiaries, proposed or threatened with respect to any Taxes, fees or other charges for any taxable period that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.11Compliance with ERISA.

(a)Except as would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, the Parent Borrower and its Subsidiaries and ERISA Affiliates (i)

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have not failed to satisfy the minimum funding standards of Section 302 of ERISA and Section 412 of the Code with respect to each Plan and have maintained each Plan in compliance with the applicable provisions of ERISA and the Code, and (ii) have not incurred, or reasonably expect to incur, any liability to the PBGC or any Plan or Multiemployer Plan (other than to pay PBGC premiums or to make contributions in the ordinary course of business).

(b)Except as would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made and (iii) neither the Parent Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.

5.12Subsidiaries.

(a)Set forth on Schedule 5.12 is a complete and correct list of all of the Subsidiaries of the Parent Borrower as of the Effective Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding direct ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such ownership interests.  Except as disclosed on Schedule 5.12, each of the Parent Borrower and its Subsidiaries owns, free and clear of Liens, and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it on Schedule 5.12.

(b)There are no restrictions on the Parent Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other assets from any Subsidiary of the Parent Borrower to the Parent Borrower, other than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Credit Documents, (ii) prohibitions or restrictions existing under or by reason of the Permitted Credit Agreements (as such Permitted Credit Agreements are in effect as of the Effective Date, or as amended or entered into after the Effective Date but not in a manner materially adverse to the Lenders taken as a whole compared to the prohibitions or restrictions in effect as of the Effective Date), (iii) prohibitions or restrictions existing under or by reason of the Existing Senior Notes (as such Existing Senior Notes are in effect as of the Effective Date) or existing under or by reason of any debt securities issued in a Debt Offering; provided that such prohibitions or restrictions are not materially adverse to the Lenders taken as a whole compared to the prohibitions or restrictions existing under or by reason of the Existing Senior Notes in effect as of the Effective Date, (iv) prohibitions or restrictions existing under or by reason of Legal Requirements, (v) prohibitions or restrictions permissible under Section 7.11 and (vi) other prohibitions or restrictions which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.13Compliance with Statutes, Etc.  The Parent Borrower and each of its Subsidiaries are in compliance with all applicable statutes, regulations, rules and orders of, and all applicable restrictions imposed by, and have filed or otherwise provided all material reports, data, registrations, filings, applications and other information required to be filed with or otherwise provided to, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws), except where the failure to comply or file or otherwise provide would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  All required regulatory approvals are in full force and effect on the date hereof, except where the failure of such approvals to be in full force and effect would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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5.14Reserved.

5.15Insurance Business.  All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable Law, on forms approved by the insurance regulatory authorities of the jurisdiction where issued or have been filed with and not objected to by such authorities within the period provided for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.16Reserved.

5.17No Section 32 Direction.  ARL has not received any direction or other notification from the Bermuda Monetary Authority pursuant to Section 32 of the Insurance Act, 1978 of Bermuda.

5.18Taxpayer Identification Number.  The Parent Borrower’s true and correct employer identification number is set forth on Schedule 10.02.

5.19Representations as to Foreign Jurisdiction Matters.

(a)Each Loan Party that is not organized under the laws of the United States or a state thereof (a “Foreign Loan Party”) is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Credit Documents to which it is a party (collectively as to such Foreign Loan Party, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Loan Party of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts.  Neither such Foreign Loan Party nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Loan Party is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.

(b)The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which each Foreign Loan Party is organized and existing for the enforcement thereof against such Foreign Loan Party under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable Foreign Obligor Documents.  It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Loan Party is organized and existing or that any registration charge or stamp or similar Tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization that has been made and is in full force and effect, or is not required to be made until such Applicable Foreign Obligor Documents are sought to be enforced and (ii) any charge or Tax that has been timely paid by or on behalf of such Foreign Loan Party.

(c)The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by each Foreign Loan Party are, under applicable foreign exchange control regulations of the jurisdiction in which each Foreign Loan Party is incorporated or organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification

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or authorization described in this clause (ii) shall be made or obtained as soon as is reasonably practicable).

5.20Solvency. On (i) the Effective Date, and (ii) the Closing Date (if applicable) (immediately after giving effect to the Transactions to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds thereof), (a) the fair value of the assets of the Parent Borrower and its Subsidiaries, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Parent Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liabilities, taken as a whole, on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Parent Borrower and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Parent Borrower and its Subsidiaries, taken as a whole, will not have an unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and proposed to be conducted following the relevant date.  In computing the amount of the contingent liabilities of the Parent Borrower and its Subsidiaries as any relevant date of determination, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing as of such date, represents the amount that can reasonably be expected to become an actual or matured liability.

5.21Sanctioned Persons.

(a)No Loan Party nor any of its Subsidiaries, nor, to the knowledge of any Loan Party or any of its Subsidiaries, their respective directors, officers, employees or any agent or Affiliate thereof, (a) is an individual or entity that, or is owned or controlled by any individual or entity that, is (i) a person on the list of “Specially Designated Nationals and Blocked Persons” or any other sanctions list maintained by OFAC or the European Union, (ii) the subject or target of any Sanctions or (iii) located or organized in a Designated Jurisdiction, or (b) has received written notice of any action, suit or proceeding or accusation of wrongdoing against such Loan Party or any of its Subsidiaries from an applicable Governmental Authority with respect to Sanctions.

(b)No Loan Party will directly or, to its knowledge, indirectly, use the proceeds of the Loans or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person, in any Designated Jurisdiction in violation of applicable Law or in any other manner, in each case, that will result in a violation of Sanctions by any party hereto.

5.22PATRIOT ACT and Other Regulations.

(a)Each Loan Party and each of its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

(b)No part of the proceeds of the Loans will be used by any Loan Party or any of its Subsidiaries, directly or, to its knowledge, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or the Bribery Act 2010 (United Kingdom).

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ARTICLE VI.
AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated, no Loans are outstanding and the principal of and interest on each Loan, and all fees payable hereunder, shall have been paid in full, the Parent Borrower covenants and agrees with the Lenders that:

6.01Information Covenants.  The Parent Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(a)Annual Financial Statements.  As soon as available and in any event within 90 days after the close of each fiscal year of the Parent Borrower, the consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Parent Borrower (which report shall not contain a “going concern” or like qualification or exception or any qualification or limitation as to the scope of such audit), which report shall state that such consolidated financial statements present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at the dates indicated and their consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(b)Quarterly Financial Statements.  As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower, consolidated balance sheets of the Parent Borrower and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Parent Borrower as presenting fairly in all material respects, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure.

(c)Officer’s Certificates.  At the time of the delivery of the financial statements provided for in Sections 6.01(a) and 6.01(b), a Compliance Certificate.

(d)Notice of Default or Litigation.  (x) Within five Business Days after the Parent Borrower becomes aware of the occurrence of any Default and/or any event or condition constituting, or which would reasonably be expected to have, (i) on or prior to the Closing Date, a Material Adverse Effect or a Stock Purchase Agreement Material Adverse Effect or (ii) after the Closing Date, a Material Adverse Effect, a certificate of a Financial Officer of the Parent Borrower setting forth the details thereof and the actions which the Parent Borrower and its Subsidiaries are taking or propose to take with respect thereto and (y) promptly after the Parent Borrower

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knows of the commencement thereof, notice of any litigation, dispute or proceeding involving a claim against the Parent Borrower and/or any Subsidiary which claim would reasonably be expected to have (i) on or prior to the Closing Date, a Material Adverse Effect or a Stock Purchase Agreement Material Adverse Effect or (ii) after the Closing Date, a Material Adverse Effect.

(e)Change in Debt Rating.  Promptly but in any event within one Business Day after notice of any announcement by Moody’s or S&P of any change or possible change in a Debt Rating.

(f)Other Statements and Reports.  Promptly upon the mailing thereof to the security holders of the Parent Borrower generally, copies of all financial statements, reports and proxy statements so mailed (unless same is publicly available via the SEC’s “EDGAR” filing system).

(g)Section 32 Direction.  Promptly following receipt thereof by ARL, notice of any direction or other notification received by ARL from the Bermuda Monetary Authority pursuant to Section 32 of the Insurance Act, 1978 of Bermuda.

(h)Other Information.  With reasonable promptness, such other information or existing documents (financial or otherwise) as the Administrative Agent or any Lender may reasonably request from time to time.

Documents required to be delivered pursuant to this Section 6.01 will be delivered in electronic versions (i.e., soft copies) by the Parent Borrower by electronic mail to the Administrative Agent who shall post such documents on the Parent Borrower’s behalf on an Internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that any information required to be delivered pursuant to this Section 6.01 shall be deemed to have been delivered on the date (i) on which the Parent Borrower notifies the Administrative Agent that it has posted such documents, or provides the Administrative Agent a link thereto, on the Parent Borrower’s website on the Internet at www.archcapgroup.com; (ii) on which the Parent Borrower notifies the Administrative Agent that such documents have been posted on the SEC’s website at www.sec.gov, or (iii) on which the Parent Borrower notifies the Administrative Agent that such documents have been posted on the Parent Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower

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Materials as not containing any material non-public information with respect to the Parent Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”  For the avoidance of doubt, the Borrower shall not be required to mark any documents “PUBLIC.”

6.02Books, Records and Inspections.  The Parent Borrower will (i) keep, and will cause each of its Subsidiaries to keep, proper books of record and account in which full, true and correct entries in conformity with GAAP or SAP, as applicable, shall be made of all dealings and transactions in relation to its business and activities; and (ii) subject to binding contractual confidentiality obligations of the Parent Borrower and its Subsidiaries to third parties and to Section 10.07, permit, and will cause each of its Subsidiaries to permit, representatives of any Lender (at such Lender’s expense prior to the occurrence of an Event of Default and at the Parent Borrower’s expense after an Event of Default has occurred and is continuing) to visit and inspect any of their respective properties, to examine their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, in each case at such reasonable times and as often as may reasonably be desired; provided that all visits shall be coordinated through the Administrative Agent.  The Parent Borrower agrees (and agrees to cause each of its Subsidiaries) to cooperate and assist in such visits and inspections.

6.03Insurance.  The Parent Borrower will maintain, and will cause each of its Subsidiaries to maintain (either in the name of the Parent Borrower or in the Subsidiary’s own name) with financially sound and reputable insurance companies, insurance on all their property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar businesses.

6.04Payment of Taxes.  The Parent Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all income Taxes and all other material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case, on a timely basis prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Parent Borrower or any of its Subsidiaries; provided that neither the Parent Borrower nor any Subsidiary of the Parent Borrower shall be required to pay any such Tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

6.05Maintenance of Existence.  The Parent Borrower will maintain, and will cause each of its Subsidiaries to maintain, its existence; provided that the Parent Borrower shall not be required to maintain the existence of any of its Subsidiaries (other than, if the Parent Borrower has designated a Subsidiary Borrower hereunder pursuant to Section 2.16, the Subsidiary Borrower, the existence of which will be maintained at all times) if the Parent Borrower shall determine in good faith that the preservation thereof is no longer desirable in the conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole.  The Parent Borrower will qualify and remain qualified, and cause each of its Subsidiaries to qualify and remain qualified, as a foreign corporation in each jurisdiction where the Parent Borrower or such Subsidiary, as the case may be, is required to be qualified, except in those jurisdictions in which the failure to receive or retain such qualifications would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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6.06Compliance with Statutes, Etc.  The Parent Borrower will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls) other than those the non-compliance with which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

6.07ERISA.  Promptly after the Parent Borrower or any of its Subsidiaries knows or has reason to know that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan or Foreign Pension Plan has occurred or exists, the Parent Borrower will deliver to the Administrative Agent a certificate of the chief financial officer of the Parent Borrower setting forth details respecting such event or condition and the action if any, that the Parent Borrower, such Subsidiary or ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC or an applicable foreign governmental agency by the Parent Borrower, such Subsidiary or ERISA Affiliate with respect to such event or condition):

(i)any Reportable Event, as defined in Section 4043(c) of ERISA and the regulations issued thereunder, with respect to a Plan which would reasonably be expected to result in a liability to the Parent Borrower or any of its Subsidiaries in excess of $5,000,000, other than events for which the 30 day notice period has been waived;

(ii)the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan under a distress termination or the distress termination of any Plan which, in either case, would reasonably be expected to result in a liability to the Parent Borrower or any of its Subsidiaries in excess of $5,000,000;

(iii)the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan which would reasonably be expected to result in a liability to the Parent Borrower or any of its Subsidiaries in excess of $5,000,000;

(iv)the receipt by the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates of notice from a Multiemployer Plan that the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates has incurred withdrawal liability under Section 4201 of ERISA in excess of $5,000,000 or that such Multiemployer Plan is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA whereby a deficiency or additional assessment is levied or threatened to be levied in excess of $5,000,000 against the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates;

(v)the institution of a proceeding by a fiduciary of any Plan or Multiemployer Plan against the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates to enforce Section 515 or 4219(c)(5) of ERISA asserting liability in excess of $5,000,000, which proceeding is not dismissed within 30 days; and

(vi)that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that the Parent Borrower or any of its Subsidiaries may incur any material liability pursuant to any Foreign Pension Plan (other than to make contributions in the ordinary course of business).

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6.08Maintenance of Property.  The Parent Borrower will, and will cause each of its Subsidiaries to, maintain all of their properties and assets in good condition, repair and working order, ordinary wear and tear excepted, except where failure to maintain the same would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

6.09Maintenance of Licenses and Permits.  The Parent Borrower will, and will cause each of its Subsidiaries to, maintain all permits, licenses and consents as may be required for the conduct of its business by any state, federal or local government agency or instrumentality, except where failure to maintain the same would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

6.10Reserved.

6.11End of Fiscal Years; Fiscal Quarters.  The Parent Borrower will cause (i) each of its, and each of its Subsidiaries’, fiscal years to end on December 31 of each year and (ii) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates which are consistent with a fiscal year end as described above, provided that the Parent Borrower shall not be required to comply with the foregoing with respect to any Subsidiary of the Parent Borrower acquired after the Effective Date having a fiscal year ending on a date other than December 31 at the time of such acquisition.

6.12Reserved.

6.13Further Assurances.  The Parent Borrower shall promptly and duly execute and deliver to the Administrative Agent such documents and assurances and take such further action as the Administrative Agent may from time to time reasonably request in order to carry out more effectively the intent and purpose of the Credit Documents and to establish, protect and perfect the rights and remedies created or intended to be created in favor of the Administrative Agent and the Lenders pursuant to the Credit Documents.

ARTICLE VII.
NEGATIVE COVENANTS

Until the Commitments have expired or terminated, no Loans are outstanding and the principal of and interest on each Loan, and all fees payable hereunder, shall have been paid in full, the Parent Borrower covenants and agrees with the Lenders that:

7.01Changes in Business and Investments.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, engage (directly or indirectly) in any business other than businesses in which it is engaged on the Effective Date and reasonable extensions thereof and other businesses that are complementary or reasonably related thereto (provided, however, that nothing in this Section 7.01 shall in any manner restrict or impair the consummation of the Acquisition).

7.02Consolidations, Mergers, Sales of Assets and Acquisitions.

(a)The Parent Borrower will not, nor will it permit any Loan Party to, consolidate or merge with or into any other Person, provided that (i) the Parent Borrower or the Subsidiary Borrower may consolidate or merge with another Person if (x) the Parent Borrower or the Subsidiary Borrower (as the case may be) is the corporation surviving such merger and (y) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ii) except as set forth in (i), a Loan Party may consolidate or merge with another Loan Party or with another Subsidiary of the Parent Borrower (provided that a Loan Party must survive such consolidation or merger).

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(b)The Parent Borrower will not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, including by way of merger or consolidation (any of the foregoing being referred to in this Section 7.02(b) as a “Disposition” and any series of related Dispositions constituting but a single Disposition), any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles with or without recourse), except:

(i)any Disposition of used, worn out, obsolete or surplus property of the Parent Borrower or any Subsidiary in the ordinary course of business;

(ii)the license (as licensor) of intellectual property so long as such license does not materially interfere with the business of the Parent Borrower or any of its Subsidiaries;

(iii)(x) the Disposition of cash, cash equivalents and investment securities and (y) any Disposition of investments in the investment portfolios of the Parent Borrower or any of its Subsidiaries;

(iv)the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation;

(v)the granting or existence of Liens (and foreclosure thereon) not prohibited by this Agreement;

(vi)the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of the Parent Borrower or any of its Subsidiaries;

(vii)Dividends not prohibited by Section 7.07;

(viii)any ceding of insurance or reinsurance in the ordinary course of business;

(ix)any Disposition by the Parent Borrower set forth on Schedule 7.02(b);

(x)Dispositions of properties or assets having an aggregate fair value (as determined in good faith by the board of directors of the Parent Borrower) of less than $10,000,000;

(xi)Dispositions by the Parent Borrower or any of its Subsidiaries of any of their respective properties or assets to the Parent Borrower or to any Subsidiary of the Parent Borrower; and

(xii)other Dispositions (x) provided that such sale does not constitute all or substantially all of the assets of ARC and/or ARL and (y) to the extent that the fair market value of the assets the subject thereof (as determined in good faith by the board of directors or senior management of the Parent Borrower), when added to the fair market value of the assets the subject of any such other Disposition or Dispositions permitted by this clause (xii) previously consummated during the same fiscal year of the Parent Borrower (as determined in good faith by the board of directors or senior management of the Parent Borrower), does not constitute more than 20% of the consolidated assets of the Parent Borrower and its Subsidiaries as of the last day of the most recently ended fiscal year of the Parent Borrower.

(c)Except for the consummation of the Acquisition, the Parent Borrower will not, nor will it permit any of its Subsidiaries to, acquire all or substantially all of the capital stock or assets of another

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Person unless at such time and immediately after giving effect thereto no Default exists or would result therefrom.

7.03Liens.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, permit, create, assume, incur or suffer to exist any Lien on any asset, tangible or intangible, now owned or hereafter acquired by it, except:

(a)Liens created pursuant to the Credit Documents;

(b)Liens existing on the Effective Date and listed on Schedule 7.03;

(c)Liens securing repurchase agreements constituting a borrowing of funds by the Parent Borrower or any Subsidiary of the Parent Borrower in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case;

(d)Liens on assets of any Subsidiary of the Parent Borrower arising pursuant to purchase money mortgages, capital leases or security interests securing Indebtedness representing the purchase price (or financing of the purchase price within 90 days after the respective purchase) securing Indebtedness of the type described in clause (e) of the definition of “Permitted Subsidiary Indebtedness”;

(e)Liens (x) on any asset of any Person existing at the time such Person is merged or consolidated with or into the Parent Borrower or any of its Subsidiaries and not created in contemplation of such event or (y) securing Acquired Indebtedness so long as such Lien existed prior to the contemplated acquisition, was not created in contemplation of such acquisition and only relates to assets of the Person so acquired;

(f)Liens securing obligations owed by the Parent Borrower to any of its Subsidiaries or owed by any Subsidiary of the Parent Borrower to the Parent Borrower or any other Subsidiary of the Parent Borrower, in each case solely to the extent that such Liens are required by an Applicable Insurance Regulatory Authority for such Person to maintain such obligations;

(g)Liens securing insurance obligations of Subsidiaries of the Parent Borrower owed by any Subsidiary of the Parent Borrower to the Parent Borrower or any other Subsidiary of the Parent Borrower, in each case solely to the extent that such Liens are required or requested by ratings agencies, clients or brokers for such Person to maintain such insurance obligations;

(h)Liens on investments and cash balances of any Regulated Insurance Company securing obligations of such Regulated Insurance Company in respect of trust or similar arrangements formed, letters of credit issued, funds withheld or balances established, in each case, in the ordinary course of business for the benefit of cedents to secure reinsurance recoverables owed to them by such Regulated Insurance Company;

(i)inchoate Liens for Taxes, assessments or governmental charges or levies not yet due or Liens for Taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

(j)Liens in respect of property or assets of the Parent Borrower or any of its Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and

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mechanics’ liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Parent Borrower’s or such Subsidiary’s property or assets or materially impair the use thereof in the operation of the business of the Parent Borrower or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

(k)Licenses, sublicenses, leases, or subleases granted to other Persons not materially interfering with the conduct of the business of the Parent Borrower or any of its Subsidiaries;

(l)easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Parent Borrower or any of its Subsidiaries;

(m)Liens arising out of the existence of judgments or awards not constituting an Event of Default under Section 8.01(g);

(n)Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (exclusive of obligations in respect of the payment for borrowed money);

(o)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Parent Borrower or any of its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained;

(p)Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the clauses of this Section 7.03, provided that such Indebtedness is not increased (except to pay premiums, accrued interest and expenses incurred in such refinancing) and is not secured by any additional assets;

(q)Liens in respect of property or assets of any Subsidiary of the Parent Borrower securing Indebtedness of the type described in clauses (c) and (j) of the definition of “Permitted Subsidiary Indebtedness” provided the termination amount or the  amount(s) determined as the mark-to-market value(s) for such Indebtedness does not exceed $500,000,000;

(r)Liens in respect of property or assets of any Subsidiary of the Parent Borrower securing Indebtedness of the type described in clauses (d), (f) and (l) of the definition of “Permitted Subsidiary Indebtedness”;

(s)Liens in respect of property or assets of any Subsidiary of the Parent Borrower securing Indebtedness of the type described in clause (i) of the definition of “Permitted Subsidiary Indebtedness”; provided that the aggregate amount of the Indebtedness secured by such Liens shall not, when added to the aggregate amount of all outstanding obligations of the Parent Borrower secured by Liens incurred pursuant to Section 7.03(t) exceed at any time 10% of Consolidated Net Worth of the Parent Borrower at the time of incurrence of any new Liens permitted by this clause (s);

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(t)Liens arising in connection with securities lending arrangements entered into by the Parent Borrower or any of its Subsidiaries with financial institutions in the ordinary course of business;

(u)in addition to the Liens described in clauses (a) through (t) above, Liens securing obligations of the Parent Borrower or any of its Subsidiaries; provided that the aggregate amount of the obligations secured by such Liens shall not exceed at any time 10% of Consolidated Net Worth of the Parent Borrower at the time of incurrence of any Liens permitted by this clause (u); and

(v)Liens on cash and securities (other than securities of the Parent Borrower or any of its Subsidiaries) securing Permitted LC Facilities.

7.04Indebtedness.  The Parent Borrower will not permit any of its Subsidiaries (other than ACUS) to create, incur, assume or permit to exist any Indebtedness, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except for (i) the Obligations, (ii) Indebtedness under the Permitted Credit Agreements, (iii) Permitted Subsidiary Indebtedness; provided, however, that each Subsidiary of the Parent Borrower (other than ACUS) that provides a Guarantee in respect of any Permitted Credit Agreement of a Borrower or Acquired Indebtedness of a Borrower shall execute and deliver a Supplemental Subsidiary Guaranty; provided, further, that at such time as such Subsidiary shall no longer provide a Guarantee in respect of any Permitted Credit Agreement of a Borrower or Acquired Indebtedness of a Borrower, the Administrative Agent shall release such Subsidiary from its obligations under such Supplemental Subsidiary Guaranty and (iv) Indebtedness described on Schedule 7.04.

7.05Issuance of Stock.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly issue, sell, assign, pledge, or otherwise encumber or dispose of any shares of its preferred or preference equity securities or options to acquire preferred or preference equity securities, except the issuance of preferred or preference equity securities (or options to acquire preferred or preference equity securities), so long as (i) (x) no part of such preferred or preference equity securities is mandatorily redeemable (whether on a scheduled basis or as a result of the occurrence of any event or circumstance) prior to the first anniversary of the Maturity Date or (y) all such preferred or preference equity securities or options therefor are issued to and held by the Parent Borrower and its Wholly-Owned Subsidiaries and (ii) such preferred or preference equity securities do not contain any financial performance related covenants or incurrence covenants which restrict the operations of the issuer thereof; provided that the Parent Borrower and its Subsidiaries may issue preferred stock as described on Schedule 7.05.

7.06Dissolution.  The Parent Borrower will not (and, if the Parent Borrower has designated a Subsidiary Borrower hereunder pursuant to Section 2.16, will not permit the Subsidiary Borrower to) suffer or permit dissolution or liquidation either in whole or in part, except through corporate reorganization to the extent permitted by Section 7.02.

7.07Restricted Payments. The Parent Borrower will not declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Parent Borrower or to sell any Equity Interest therein (each of the foregoing a “Dividend” and, collectively, “Dividends”) unless no Default shall have occurred and be continuing at the time of such Dividend or would result therefrom, except that the Parent Borrower and its Subsidiaries may declare and pay cash Dividends with respect to any Preferred Security issued by the Parent Borrower or any of its Subsidiaries, if, at the time of and after

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giving effect to such dividend, no Default under Sections 8.01(a), 8.01(d)(i)(x), 8.01(d)(ii) or 8.01(e) shall have occurred and be continuing.

7.08Transactions with Affiliates.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, enter into or be a party to a transaction with any Affiliate of the Parent Borrower or such Subsidiary (which Affiliate is not the Parent Borrower or a Subsidiary), except (i) transactions with Affiliates on terms (x) no less favorable to the Parent Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person or (y) approved by a majority of the disinterested members of the board of directors of the Parent Borrower, (ii) transactions and payments pursuant to agreements and arrangements disclosed in, or listed as an exhibit to, the Parent Borrower’s annual report on Form 10-K filed with the SEC on February 26, 2016 or any subsequent other filing with the SEC through the Effective Date or any such agreement or arrangement as thereafter amended, extended or replaced on terms that are, in the aggregate, no less favorable to the Parent Borrower and its Subsidiaries than the terms of such agreement on the Effective Date, as the case may be, (iii) Dividends not prohibited by Section 7.07, (iv) fees and compensation paid to and indemnities provided on behalf of officers and directors of the Parent Borrower or any of its Subsidiaries as reasonably determined in good faith by the board of directors or senior management of the Parent Borrower and (v) the issuance of common stock of the Parent Borrower.

7.09Maximum Parent Borrower Leverage Ratio.  The Borrower will not permit the Parent Borrower Leverage Ratio on the last day of any fiscal quarter or fiscal year of the Borrower to be greater than 0.35:1.00.

7.10Minimum Consolidated Tangible Net Worth.  Parent Borrower will not permit its Consolidated Tangible Net Worth at any time to be less than the sum of (i) $4,386,548,000 plus (ii) 25% of its quarterly Consolidated Net Income (if positive) for each fiscal quarter ending after June 30, 2016 plus (iii) 25% of the aggregate Net Cash Proceeds received from any Equity Offering consummated on or after the Effective Date minus (iv) if and to the extent that the Existing Credit Agreement has been amended to include the deduction in this clause (iv) in the equivalent section thereof, 100% of the aggregate liquidation preference of Preferred Securities of the Parent Borrower that are redeemed or repurchased on or after the Effective Date, to the extent such Preferred Securities were outstanding prior to the Effective Date.

7.11Limitation on Certain Restrictions on Subsidiaries.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Subsidiary of the Parent Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Parent Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Parent Borrower or any of its Subsidiaries, (b) make loans or advances to the Parent Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Parent Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable Law, (ii) the Permitted Credit Agreements, as in effect as of the Effective Date (and any replacements, renewals and extensions thereof and any successor facilities, provided that the encumbrances and restrictions contained in any such replacements, renewals or extensions or any such successor facilities are not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect the Borrower’s ability to make (including pursuant to any Guarantee) principal or interest payments on the Loans), (iii) the Existing Senior Notes, as in effect as of the Effective Date (and any additional issuances of notes, provided that the encumbrances and restrictions contained in any such additional notes shall not be materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrances and restrictions will not materially affect the Borrower’s ability to make principal or interest payments on the

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Loans), (iv) this Agreement and the other Credit Documents, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (vi) customary provisions restricting assignment of any licensing agreement (in which the Parent Borrower or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Parent Borrower or any of its Subsidiaries in the ordinary course of business, (vii) restrictions on the transfer of any asset pending the close of the sale of such asset, (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.03, (ix) agreements entered into by a Regulated Insurance Company with an Applicable Insurance Regulatory Authority or ratings agency in the ordinary course of business, (x) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (xi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xiii)  an agreement or instrument relating to any Permitted Subsidiary Indebtedness of the type described in clause (e), (h), (i) or (k) of the definition thereof if such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings and such encumbrance or restriction will not materially affect the Borrower’s ability to make (including pursuant to any Guarantee) principal or interest payments on the Loans and (xiv) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clause (x) above, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions that those prior to such amendment or refinancing.

7.12Private Act.  The Parent Borrower will not, nor will it permit any other Loan Party to, become subject to a Private Act.

7.13Sanctions.  The Parent Borrower will not, nor will it permit any of its Subsidiaries to, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, for the purpose of  funding any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, would result in a violation of Sanctions by such person, or in any other manner that will result in a violation by any individual or entity participating in the Transactions (including as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

7.14Anti-Corruption Laws.  To its knowledge, the Parent Borrower will not, nor will it permit any of its Subsidiaries to, directly or  indirectly use the proceeds of the Loans for any purpose which would result in a material violation of the FCPA, the UK Bribery Act 2010, or other similar applicable legislation in other jurisdictions.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  Any of the following shall constitute an Event of Default:

(a)Payments.  The Borrower shall (i) default in the payment when due of any principal of any Loan, (ii) default, and such default shall continue for three or more Business Days, in the payment when due of any interest on any Loan or any fees payable pursuant to the Credit Documents or (iii) default in the prompt payment following notice or demand in respect of any other amounts owing hereunder or under any other Credit Document; or

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(b)Representations, Etc.  Any representation, warranty or material statement made or deemed made pursuant to the last sentence of Section 5.02 by the Borrower herein or in any other Credit Document or in any certificate or material statement delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

(c)Covenants.  (A) The Parent Borrower shall default in the due performance or observance by it of any term, covenant or agreement contained in Section 6.01(d) (solely with respect to any notice of Default), Section 6.05 (but only with respect to the legal existence of the Parent Borrower and the Subsidiary Borrower, if any), or Article VII, or (B) any Loan Party shall default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 8.01(a) or 8.01(c)(A)) contained in this Agreement or any other Credit Document to which it is a party and such default shall continue unremedied for a period of 45 days after knowledge of a Responsible Officer of the Parent Borrower or written notice to the Parent Borrower from the Administrative Agent or the Required Lenders; or

(d)Default under other Agreements.  (i)  The Parent Borrower or any of its Subsidiaries shall (x) default in any payment with respect to Indebtedness (other than the Obligations) in excess of $50,000,000 individually or in the aggregate, for the Parent Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (y) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration, or any lapse of time prior to the effectiveness of any notice of acceleration, is required), any such Indebtedness to become due prior to its stated maturity; or (ii) Indebtedness of the Parent Borrower or its Subsidiaries in excess of $50,000,000 shall be declared to be due and payable other than in accordance with the terms of such Indebtedness or required to be prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

(e)Bankruptcy, Etc.  The Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) shall commence a voluntary case concerning itself under any Debtor Relief Law; or an involuntary case is commenced against the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian  is appointed for, or takes charge of, all or substantially all of the property of the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries); or the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) commences (including by way of applying for or consenting to the appointment of, or the taking of possession by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator (collectively, a “conservator”) or, for the purposes of United Kingdom law, an administrator or administrative receiver, of itself or all or any substantial portion of its property) any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation, rehabilitation, supervision, conservatorship or similar law of any jurisdiction, the Bermuda Companies Law or U.K. Insolvency Act whether now or hereafter in effect relating to the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries); or any such proceeding is commenced against (i) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary)

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which is engaged in the business of underwriting insurance and/or reinsurance in the United States, or (ii) the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (i)) to the extent such proceeding is consented to by such Person, and in the case of either clause (i) or (ii) remains undismissed for a period of 60 days; or the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or (x) any Regulated Insurance Company (other than any Regulated Insurance Company that is an Insignificant Subsidiary) which is engaged in the business of underwriting insurance and/or reinsurance in the United States suffers any appointment of any conservator or the like for it or any substantial part of its property, or (y) the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries or any Regulated Insurance Company described in the immediately preceding clause (x)) consents to any appointment of any conservator or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Borrower or any of its Subsidiaries (other than Insignificant Subsidiaries) for the purpose of effecting any of the foregoing; or

(f)ERISA.  (i) An event or condition specified in Section 6.07 shall occur or exist with respect to any Plan or Multiemployer Plan or Foreign Pension Plan, (ii) the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates shall fail to pay when due any amount which they shall have become liable to pay to the PBGC or to a Plan or a Multiemployer Plan or (iii) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated, and as a result of such event, failure or condition, together with all such other events, failures or conditions, the Parent Borrower, any of its Subsidiaries or any of its ERISA Affiliates shall incur a liability to a Plan, a Multiemployer Plan, a Foreign Pension Plan or PBGC (or any combination of the foregoing) which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or

(g)Judgments.  One or more final judgments or decrees shall be entered against the Parent Borrower or any of its Subsidiaries involving a liability (net of insurance and reinsurance as to which the insurer has not disclaimed liability), of $50,000,000 or more in the case of any one such judgment or decree or in the aggregate for all such judgments and decrees for the Parent Borrower and its Subsidiaries and any such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within 60 days from the entry thereof; or

(h)Insurance Licenses.  Any one or more of the licenses (including, without limitation, licenses or certificates of authority from Applicable Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business of the Parent Borrower or any of its Subsidiaries shall be suspended, limited or terminated or shall not be renewed, or any other action shall be taken by any Governmental Authority, and such action would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or

(i)Change of Control.  A Change in Control shall occur; or

(j)Section 32 Direction.  ARL shall receive any direction or other notification from the Bermuda Monetary Authority pursuant to Section 32 of the Insurance Act, 1978 of Bermuda.

8.02Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions after the Closing Date:

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(a)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(b)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Credit Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Parent Borrower or the Subsidiary Borrower, if any, under an applicable Debtor Relief Law, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender. The Administrative Agent shall provide written notice of any such action to the Borrower but failure to provide such notice shall not prevent the Administrative Agent from taking any such action.

8.03Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.15, be applied in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01Appointment and Authority.  Each of the Lenders hereby irrevocably appoints Credit Suisse to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents

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and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions.  It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until

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notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.06Resignation of Administrative Agent.  The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor

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shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.07Non-Reliance on Administrative Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

9.08No Other Duties, Etc.  Anything herein to the contrary notwithstanding, the Arrangers shall not have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in their capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Parent Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.08 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE X.
MISCELLANEOUS

10.01Amendments, Etc.  (a) No amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and, subject to Section  10.01(b) below, the Borrower or the applicable Loan Party, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(i)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(ii)postpone any date fixed by this Agreement or any other Credit Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby;

(iii)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or any provision relating to Defaulting Lenders (including the definition thereof) or to waive any obligation of the Borrower to pay interest at the Default Rate;

(iv)change Section 8.03 or 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(v)change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or

(vi)release any Guarantee of the Borrower’s Obligations hereunder (other than pursuant to the terms hereof or the ACUS Guaranty, the Subsidiary Borrower Assumption, Release and Guaranty Agreement or the Supplemental Subsidiary Guaranty, as the case may be) without the written consent of each Lender;

and, provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; and (ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent

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of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

(b)This Agreement may be amended by the Administrative Agent, within 90 days after the Closing Date, without the consent of any Lender to the extent that the substance of such amendment is favorable to the Lenders (or any of them) and not adverse to any Lender or the Administrative Agent, in each case, in its capacity as such.  Any amendment effected pursuant to this Section 10.01(b) shall be effective upon the execution thereof by the Administrative Agent and the Borrower and the posting thereof by the Administrative Agent to the Lenders.

10.02Notices; Effectiveness; Electronic Communication.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other

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written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d)Change of Address, Etc.  The Borrower and the Administrative Agent may change their address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.  Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)Reliance by Administrative Agent and Lenders.  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given

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by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Loan Parties shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.12), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Parent Borrower or any of its Subsidiaries under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of each Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Parent Borrower or any of its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection

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with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Parent Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Parent Borrower or any of its Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Parent Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  For the avoidance of doubt, this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of the Administrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, each Loan Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)Payments.  All amounts due under this Section shall be payable promptly after written demand therefor.

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(f)Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05Payments Set Aside.  To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.  The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Parent Borrower and, if the Parent Borrower has designated a Subsidiary Borrower hereunder pursuant to Section 2.16, the Subsidiary Borrower, may not assign or otherwise transfer any of their respective rights or obligations hereunder (except pursuant to the Subsidiary Borrower Assumption, Release and Guaranty Agreement) without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment or grant of a security interest, subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans, if any, at the time owing to it under its Commitment or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and

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(B)in any case not described in subsection (b)(i)(A) of this Section 10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that simultaneous assignments by or to two or more Approved Funds or other members of an Assignee Group shall be combined for purposes of determining whether the minimum assignment requirement is met; and provided, further, that the Borrower shall be deemed to have consented to any such assignment after the Closing Date unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed on or after the Closing Date, it being understood that the prior thereto the Borrower may withhold its consent in its discretion); provided that (x) the Borrower shall be deemed to have consented to any such assignment that occurs after the Closing Date unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and (y) no consent of the Borrower shall be required if (1) on or prior to the Closing Date, an Event of Default under Section 8.01(a) or (e) with respect to the Parent Borrower or the Subsidiary Borrower (if any) has occurred and is continuing at the time of such assignment, (2) after the Closing Date, an Event of Default has occurred and is continuing at the time of such assignment, or (3) such assignment is to an Eligible Assignee described in clause (a), (b) or (d) of the definition of such term; and

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender.

(iv)Assignment and Assumption.  The parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption, via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, in each case, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable Tax forms.

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(v)No Assignment to Certain Persons.  No such assignment shall be made (A) to the Parent Borrower or any of the Parent Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register.  The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.  No assignment shall be effective unless it has been recorded in the Register as provided in this subsection (c).

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Parent Borrower or any of the Parent Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant.  Subject to Section 10.06(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations set forth therein) to the same extent

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as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.06 (it being understood that the documentation required under Section 3.01(d) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.06; provided that such Participant agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 10.06.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(d) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment or grant of a security interest to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment, or grant of a security interest,  shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

10.07Treatment of Certain Information; Confidentiality.  The Administrative Agent and each of the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the Administrative Agent and the Lenders shall be responsible for any breach of this Section 10.07 by such Persons), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the NAIC), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing

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provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.  Information about the credit facility under this Agreement may be provided to administration or settlement service providers on a confidential basis to the extent necessary or helpful to the provision of administrative agency functions.

For purposes of this Section, “Information” means all information received from the Parent Borrower or any Subsidiary of the Parent Borrower relating to the Parent Borrower or any Subsidiary of the Parent Borrower or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Parent Borrower or its Subsidiary, provided that, in the case of information received from the Parent Borrower or its Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Parent Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have.  Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather

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than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of the Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12Severability.  If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the other Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

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(b)such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Sections 3.01, 3.04 and 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)such assignment does not conflict with applicable Laws; and

(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY FRONTING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST THE PARENT BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY

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IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  ON OR PRIOR TO THE EFFECTIVE DATE (OR, IN THE CASE OF THE SUBSIDIARY BORROWER, THE CLOSING DATE), EACH FOREIGN LOAN PARTY SHALL APPOINT THE SERVICE OF PROCESS AGENT, WITH AN OFFICE ON THE DATE HEREOF AT 80 PINE STREET, NEW YORK, NEW YORK 10005, UNITED STATES, AS ITS AGENT TO RECEIVE ON ITS BEHALF AND ITS PROPERTY SERVICE OF THE SUMMONS AND COMPLAINTS AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING, PROVIDED THAT A COPY OF SUCH PROCESS IS ALSO MAILED IN THE MANNER PROVIDED IN SECTION 10.02.  SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE PARENT BORROWER IN CARE OF THE SERVICE OF PROCESS AGENT AT THE SERVICE OF PROCESS AGENT’S ABOVE ADDRESS, AND THE PARENT BORROWER AND EACH OTHER FOREIGN LOAN PARTY HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE SERVICE OF PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between such Loan Party and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers on the other hand, (B) such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Lenders and the Arrangers, have not been, are not, and will not be acting as an advisor, agent or fiduciary for such Loan Party or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, nor any Lender nor any Arranger has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and

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neither the Administrative Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates.  To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17Electronic Execution of Assignments and Certain Other Documents.  The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

10.18USA PATRIOT Act.  Each Lender that is subject to the PATRIOT Act (as hereinafter defined), and the Administrative Agent (for itself and not on behalf of any Lender), hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act.  The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

10.19Time of the Essence.  Time is of the essence of the Credit Documents.

10.20Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

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(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

The following terms shall for purposes of this Section have the meanings set forth below:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of such EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ARCH CAPITAL GROUP LTD.
By:	/S/ Mark D. Lyons
	Name:	Mark D. Lyons
	Title:	Executive Vice President and Chief
		Financial Officer

Arch Capital Credit Agreement
Signature Page

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and a Lender
By:	/S/ Christopher Day
	Name:	Christopher Day
	Title:	Authorized Signatory
By:	/S/ Warren Van Heyst
	Name:	Warren Van Heyst
	Title:	Authorized Signatory

Arch Capital Credit Agreement
Signature Page

EX-99.1

Exhibit 99.1

ARCH CAPITAL GROUP LTD. TO ACQUIRE UNITED GUARANTY CORPORATION

Hamilton, Bermuda, August 15, 2016 — Arch Capital Group Ltd. [Nasdaq: ACGL] (Arch) today announced that it has entered into a definitive agreement to acquire United Guaranty Corporation (UGC) and AIG United Guaranty Insurance (Asia) Limited from their current owner, American International Group, Inc. (AIG).  The combination of Arch’s existing mortgage insurance business with UGC’s established business will create the largest private mortgage insurer in the world, based on insurance in-force, with a global footprint.  At closing, Arch will pay to AIG aggregate consideration of approximately $3.4 billion, payable in a combination of cash and securities.  Upon closing, Arch or its subsidiaries will assume AIG’s quota share of UGC’s mortgage insurance on a prospective basis.  Subject to regulatory approvals, the purchase price could be reduced by a special dividend of up to $250 million from UGC to AIG prior to closing.  It is anticipated that the transaction will close late Fourth Quarter 2016 or early First Quarter 2017, subject to approvals of the applicable regulators and government-sponsored enterprises (GSEs), including the North Carolina Department of Insurance, the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), and the satisfaction of customary closing conditions.

Constantine (Dinos) Iordanou, Chairman and CEO of Arch, commented, “We are extremely pleased to be able to expand our private mortgage insurance business through the acquisition of United Guaranty.  Our mortgage insurance segment expands and complements our strengths in the specialty insurance and reinsurance businesses, which continue to be central to our global, diversified operations.”

“We are excited about the combination of Arch and United Guaranty because these companies have led the market in innovation through their risk based pricing models and focus on data analytics.  We believe that the companies’ complementary risk management cultures will further accelerate innovation and sound risk management and help us to maximize our best-in-class processes in the specialty insurance space.”

Arch expects to retain a significant presence in North Carolina while maintaining its existing mortgage insurance operations based in California, and to combine the companies’ global operations in Europe, Hong Kong and Australia.

“We are excited about this deal and what it means to AIG and the talented professionals at UGC. It further streamlines AIG into a more focused insurer and enhances our capital position, in keeping with commitments AIG made to the market in early 2015 and restated earlier this year,” said Peter Hancock, President and Chief Executive Officer of AIG. “The transaction also maintains AIG’s presence in a profitable market through a stake in a market leader that shares our focus on risk-based pricing and analytics as the foundation for our industry’s future. We are leaving UGC in the good hands of a forward looking management team.”

“We expect to quickly integrate Arch’s existing California-based mortgage insurance operations and the North Carolina-based operations of United Guaranty while maintaining a strong presence in both locations, thereby further developing our superior customer service with nationwide and worldwide coverage,” said Mr. Iordanou. “We believe that the expansion of our Mortgage Segment creates a better balanced company that continues our history of creating long term value for shareholders by producing strong underwriting returns.”

Credit Suisse is acting as sole financial advisor and Cahill Gordon & Reindel LLP and Clyde & Co are acting as legal counsel to Arch.

Conference Call

Arch will hold a conference call for investors and analysts at 8:30 a.m. Eastern Time on August 16, 2016.  A live webcast of this call will be available via the Investors section of Arch’s website at http://www.archcapgroup.com.  A telephone replay of the conference call also will be available beginning on August 16, 2016 at 11:30 a.m. Eastern Time until August 23, 2016 at midnight Eastern Time.  To access the replay, domestic callers should dial 1-404-537-3406 (passcode 66809275), and international callers should dial 1-855-859-2056 (passcode 66809275).

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About Arch Capital Group Ltd.

Arch Capital Group Ltd., a Bermuda-based company with approximately $7.60 billion in capital at June 30, 2016, provides insurance and reinsurance on a worldwide basis through its wholly owned subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward-looking statements, which reflect our current views with respect to future events and financial performance.  All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements.

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or their negative or variations or similar terminology.  Forward-looking statements involve our current assessment of risks and uncertainties.  Actual events and results may differ materially from those expressed or implied in these statements.  A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following:  the risk Arch may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required governmental and regulatory approvals may delay the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; or could otherwise cause the failure of the acquisition to close, the risk that a condition to the closing of the proposed transaction may not be satisfied, the failure to obtain any financing necessary to complete the acquisition, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Arch and others relating to the acquisition agreement, the timing to consummate the proposed transaction, the diversion of management time and attention on the transaction; adverse general economic and market conditions; increased competition; pricing and policy

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term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere.  All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

# # #

Contact:	Arch Capital Group Ltd.
	Mark D. Lyons
	(441) 278-9250

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EX-99.2

Exhibit 99.2

August 16, 2016 Arch to Acquire United Guaranty: Creating a Specialty Powerhouse Investor Presentation

2 Informational Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements. This presentation or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries (“Arch”) may include forward looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this presentation are forward forward-looking statements. Forward looking statements can generally be identified by the use of forward looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their negative or variations or similar terminology. Forward looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: the risk that Arch or AIG may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required governmental and regulatory approvals may delay the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the stock purchase agreement or could otherwise cause the failure of the acquisition to close, the risk that a condition to the closing of the proposed transaction may not be satisfied, the failure to obtain any financing necessary to complete the acquisition, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against Arch and others relating to the stock purchase agreement, the timing to consummate the proposed transaction, the diversion of management time and attention on the transaction, adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. Some non-GAAP measures of financial performance also may be referred to during this presentation. The reconciliation of these measures to GAAP and definition of operating income can be found in Arch’s filings with the SEC, and are also available on Arch’s website. Arch posts additional financial information and presentations to its website, including information with respect to its subsidiaries, and investors and other recipients of this information are encouraged to check the website.

Acquisition of (i) United Guaranty Corp. (“UGC”), the market leader in the Private Mortgage Insurance Industry, and (ii) Quota Share reinsurance between UGC and AIG, for approximately $3.42 billion(1) in cash and stock. Expected closing in 4Q 2016 or 1Q 2017 3 Consolidates Arch as a leading specialty powerhouse, enhancing scale and further diversifying Arch’s business profile Acquisition of United Guaranty Corporation A New Milestone in Arch’s Development Expands scale of Arch MI by combining UGC’s leading position with Arch MI’s financial strength and history of innovation, creating the foremost private mortgage insurer with a diverse customer base and national presence Significant positive financial impact to Arch – over 35% accretive to EPS on a run-rate basis with approximately 200bps of ROE expansion, and accretive to BVPS – while further enhancing stability of earnings Mortgage insurance provides meaningful economic diversification and anchors the 3rd leg of Arch’s business Further builds Arch’s cycle management capabilities by deploying capital and dedicating intellectual resources to business segments with the best relative returns Combines UGC’s and Arch’s innovative management cultures, advanced credit analytics and house price economics to create best-in-class risk selection, pricing, risk management and risk transfer capabilities (1) Subject to a dollar-for-dollar reduction for any dividends paid from UGC to AIG between signing and closing (in an amount not to exceed $250 million)

4 Customer-Oriented Business Model Long-standing relationships with many of the nation’s largest and highest quality lenders One of the largest national sales forces in the industry Active relationships with over 1,800 customers Innovative Approach Innovative use of risk-based pricing models First implemented in 2009 First MI company to access the capital markets for risk transfer post-crisis Risk Management Culture Proprietary Risk Quality Index (RQI) and Performance Premium models Ongoing portfolio monitoring Active use of reinsurance Clean Balance Sheet / De-Risked Legacy Exposures $3.3 billion(1) of total capitalization with no debt or goodwill / intangibles and a conservative investment portfolio Capital markets and reinsurance solutions on legacy (pre-2009) and post-crisis exposures protect against downside risk Acquisition of UGC The Market Leader and a High-Quality Business Platform (1) As of 3/31/2016.

5 Leadership position in the highly profitable U.S. Mortgage Insurance sector Combined insurance in-force of $293 billion and $1.4 billion of premiums written Financial strength provides clear competitive advantage Arch’s ratings and capitalization are superior to any other competitor in the MI space Complementary relationships with customers and regulators Well-diversified customer base and the largest national sales force Enhanced scale Drives cost efficiencies Innovation in mortgage products (capital market solutions, risk sharing transactions, credit analytics) (1) Rankings based on LTM NIW as of June 30, 2016 for MTG, RDN, GNW, ESNT, NMIH, and Arch and March 31, 2016 for UGC and assumes continuation of historical practices at both Arch and UGC. (2) Represents financial strength ratings (S&P / Moody’s). (3) Represents financial strength ratings for Arch MI. Arch Capital FSR ratings of A+ and A1 from S&P and Moody’s, respectively. ($ in billions) BBB+ / Baa1 BBB / Baa3 BBB- / Baa3 BBB- / Ba2 BBB+ / Baa2 A- / Baa1(3) BB+ / Ba1 Ratings(2) U.S. Private Mortgage Insurance Landscape(1) LTM New Insurance Written (NIW) Combination Creates Frontrunner in U.S. Mortgage Insurance $49.1 $43.1 $41.3 $35.9 $27.7 $18.3 $15.1 UGC MTG RDN GNW ESNT NMIH Arch MI

6 Both Arch and UGC recognized as innovators in the mortgage insurance sector UGC a first mover in the use of capital markets technology with Bellemeade I & II Arch a first mover in GSE credit risk transfer structures UGC and Arch are the first two mortgage insurers utilizing risk-based pricing Combined UGC and Arch MI likely to spur additional innovation Complementary risk management cultures Analogous risk-based pricing models – Performance Premium (UGC) and RateStar (Arch) Advanced credit analytics and house price economics Customer-centric business models UGC brings strong bank-channel distribution and one of the largest salesforces in the industry Scale efficiencies through combining Arch’s business with a market leader Utilization of internal reinsurance structure to optimize economics for Arch’s shareholders Combined entity able to offer clients full suite of mortgage insurance and risk transfer products A Lot in Common... ... With Clear Additive Capabilities Highly Synergistic to Arch’s Existing Mortgage Insurance Operations

7 Source: Company filings, SNL Financial. Note: Metrics as of LTM 6/30/16 unless otherwise noted. (1) Represents tangible book value per share plus dividend 12-year CAGR as of 12/31/2015. (2) Represents combined ratio volatility for 12 year period ending 12/31/2015, defined as standard deviation divided by the mean for the given time period. (3) Pro forma combined ratio for an Arch and UGC combination. Based on LTM 6/30/16 financials for Arch and LTM 3/31/16 financials for UGC. (4) Metrics for Arch based on “core” operations. Excludes “Other” segment (i.e. Watford Re). (5) Assumes continuation of historical practices at both Arch and UGC. ($ in billions) 88% 86% 84% 96% 95% Combined Ratio (4) 5% 13% 15% 12% 14% Volatility(2) Total Value Creation(1) 14% 11% 9% 11% 10% GPW: $5.9bn(4) GPW: $4.9bn(4) 94% Current GPW Pro forma GPW 12% 9% $7.7bn(4) $7.1bn(4) Current Reserves Pro forma Reserves Greater Diversification of Business Specialty Powerhouse Pro forma Arch + UGC(5) Pro forma Arch + UGC: 81%(3) Enhanced Scale and Diversity Differentiates Arch as a Specialty Powerhouse Insurance 61% Reinsurance 31% Mortgage 8% UGC: $1.0 $5.9 $5.7 $5.0 $3.9 $3.1 $3.1 Arch RE AXS ENH AHL AWH Primary Lines (GPW) Reinsurance (GPW) Insurance 51% Reinsurance 25% Mortgage 24% Insurance 65% Reinsurance 34% Mortgage 1% Insurance 59% Reinsurance 31% Mortgage 10%

8 The Arch Way: Market Cycle Management Key Management Principles Arch has a demonstrable and respected history of effectively managing cycles Arch manages the cycle within and between each platform to maximize earnings and reduce risk Mortgage, like P&C, is managed on the front-end (customer facing) & the back-end (risk management solutions) Leading Indicators Both UGC and Arch MI have sophisticated portfolio quality metrics that provide advanced marketplace insight Channel participant management is active and constant Risk Management A clear set of risk tolerances exist to balance capital exposure Sophisticated modeling and portfolio monitoring are key to enabling crisp management actions Options currently exist in the marketplace that did not exist pre-financial crisis: (1) diversified P&C reinsurance participants, and (2) capital market products; both designed to strategically measure and transfer risk Countercyclical Aspects The MI space has a business cycle largely independent from P&C cycles, which allow for greater earnings stability over time Multiple profitable revenue streams provide material diversification to support earnings and maintain a strong balance sheet Arch expects its mix of earnings to change over time as it responds to the market environment Management Behavior Established leading risk indicators along with active monitoring enables efficient multi-functional risk management Arch deploys capital, intellectual resources, time and attention to those business segments with the best relative returns

9 Enhanced earnings power and capital generation through increased scale and diversification Meaningful reinsurance synergies through retention by Arch of UGC’s internal quota share for future origination Existing agreement to be terminated on a run-off basis If transaction closes in 2017, Arch will still retain all economics for business relating to policy years 2017 and onwards Contemplated financing maintains capital flexibility Significant cost synergies to be achieved as part of the transaction Key Financial Drivers Summary Financial Impact Earnings per Share Expected to be over 35% accretive on a run-rate basis Immediately double-digit accretive in year 1 Return on Average Equity Over 200bps of ROE expansion on a run-rate basis Book Value per Share Immediately accretive to book value per share Tangible Book Value per Share Accretive to tangible book value per share within 2 years Financially Compelling Transaction

10 Key Transaction Terms (1) If the transaction closes later than 12/31/16, Arch will retain all the economics for business relating to policy years 2017 and onwards (2) Subject to fixed-value collar structure where AIG will receive (subject to certain adjustments if Arch issues common shares prior to closing), (i) a fixed value of $975 million, based on Arch’s 15-day VWAP set prior to closing, if such 15-day VWAP is between $65.73 – $76.39 per share, (ii) 14.832 million Arch shares if such 15-day VWAP is equal to or below $65.73 per share, and (iii) 12.763 million Arch shares, if such 15-day VWAP is equal to or above $76.39 per share. Transaction Arch to acquire all of the common shares of UGC and UGC Asia from AIG in a cash and stock transaction Quota Share reinsurance between UGC and AIG will be terminated on a run-off basis Arch to capture economic benefits of reinsurance structure for future origination (1) (not captured in UGC’s S-1) Deal Value $3.42 billion transaction value for and combined Consideration Mix Consideration mix of approximately $2.2 billion (64.2%) cash Common equivalent stock consideration of $975 million (28.5%), convertible into Arch common shares on a one-to-one basis(2) Pre-closing dividend of up to $250 million expected to be paid by UGC to AIG of (7.3%) Financing $2,197.5 million cash consideration expected to be funded by i) $622.5 million from internal resources, ii) $200 million drawdown on existing revolving credit facility and, iii) $1,375 million debt and / or perpetual preferred share issuance in the capital markets $975 million of newly issued Arch common equivalent shares (convertible into Arch common shares on a one-to-one basis and non-voting)(2) $250 million of pre-closing dividend expected to be paid to AIG by UGC. To the extent that AIG does not take a pre-closing dividend, Arch may replace this portion of the consideration, dollar-for-dollar, with perpetual preferred securities, issued by Arch to AIG at market terms. Approvals and Timing Regulatory and GSE approvals and other customary closing conditions Transaction has been socialized with key regulators and GSEs No financing condition ($1,375 million bridge facility has been executed) Expected closing in 4Q’16 – 1Q’17 Other Shareholder agreement between Arch and AIG with regards to Arch shares to be owned by AIG AIG is subject to an initial 6 month lock-up period, with an 18 month restricted period for a complete exit in Arch shares A B A B

Stock Consideration 11 Transaction Consideration Mix Details Cash Consideration $1.375 billion bridge facility in place at signing 1 2 ($ in millions) (1) Includes potential $200 million drawdown on Arch’s existing revolving credit facility. (2) Convertible into Arch common shares on a one-to-one basis. Subject to fixed-value collar structure where AIG will receive (subject to certain adjustments if Arch issues common shares prior to closing), (i) a fixed value of $975 million, based on Arch’s 15-day VWAP set prior to closing, if such 15-day VWAP is between $65.73 – $76.39 per share, (ii) 14.832 million Arch shares if such 15-day VWAP is equal to or below $65.73 per share, and (iii) 12.763 million Arch shares, if such 15-day VWAP is equal to or above $76.39 per share (3) Potential $250 million of pre-closing dividend expected to be paid to AIG by UGC. To the extent that AIG does not take a pre-closing dividend, Arch may replace this portion of the consideration, dollar-for-dollar, with perpetual preferred securities, issued by Arch to AIG at market terms. Pre-closing Dividend 3 $ Amount % Arch Cash(1) $822.5 24.0% Debt Issuance $925.0 27.0% Perpetual Preferred Issuance $450.0 13.1% Total Value $2,197.5 64.2% $ Amount % Arch Common Equivalent Shares(2) $975.0 28.5% Total Value $975.0 28.5% $ Amount % Potential Pre-Closing Dividend(3) $250.0 7.3% Total Value $250.0 7.3%

12 Conclusion Further builds Arch’s cycle management capabilities by deploying capital and dedicating intellectual resources to business segments with the best relative returns Expands scale of Arch MI by uniting UGC’s leading position with Arch MI’s financial strength and history of innovation, creating the foremost private mortgage insurer with a diverse customer base and national presence Significant positive financial impact to Arch – over 35% accretive to EPS on a run-rate basis with approximately 200bps of ROE expansion, and accretive to BVPS – while further enhancing stability of earnings Mortgage insurance provides meaningful economic diversification and anchors the 3rd leg of Arch’s business Combines UGC’s and Arch’s innovative management cultures, advanced credit analytics and house price economics to create best-in-class risk selection, pricing, risk management and risk transfer capabilities Consolidates Arch as a leading specialty powerhouse, enhancing scale and further diversifying Arch’s business profile

archcapgroup.com Mark D. Lyons Executive Vice President and Chief Financial Officer Arch Capital Group Ltd. Waterloo House, Ground Floor 100 Pitts Bay Road Pembroke HM 08 Bermuda (441) 278-9250 MLyons@archcapgroup.com Donald Watson Executive Vice President, Financial Services Arch Capital Services Inc. 360 Hamilton Ave Suite 600 White Plains NY 10601 (914) 872-3616 DWatson@archcapservices.com Investor Inquiries: 13