EX-10.1

**Exhibit 10.1 **

		Execution Version* *****

**Fifth Amendment and Restatement Agreement **

Inigo Corporate Member Limited

as Borrower

Inigo Limited

as Resigning Parent

Radian Group Inc.

as New Parent

The Financial Institutions listed in Schedule 1

as Original Lenders

Barclays Bank PLC, National Westminster Bank PLC, ING Bank N.V., London Branch, SMBC Bank International plc, Lloyds Bank plc, ABN AMRO Bank N.V., HSBC Bank plc and The Bank of Nova Scotia, London Branch

as Mandated Lead Arrangers

and

Barclays Bank PLC

as Agent and Security Agent

relating to a letter of credit facility agreement originally dated 3 November 2021 as previously amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on 30 October 2025

October 29, 2026

**Contents **

**THIS FIFTH AMENDMENT AND RESTATEMENT AGREEMENT **is made on October 29, 2026

**BETWEEN: **

**WHEREAS: **

1

**THE PARTIES AGREE AS FOLLOWS: **

“Amendment Documents” means this agreement, the Fifth Amendment Arrangement Fee Letter and the Fifth Amendment Agency Fee Letter;

“Buyer” means Radian US Holdings Inc., a Delaware corporation whose principal executive office is at 550 East Swedesford Rd., Suite 350, Wayne, PA 19087 or any permitted assignee or transferee which is owned or controlled directly or indirectly by Radian Group Inc., a Delaware corporation whose principal executive office is at 550 East Swedesford Rd., Suite 350, Wayne, PA 19087;

“Effective Date” means the date on which the Agent notifies the Borrower that all the conditions precedent listed in Schedule 2 (Conditions Precedent) have been fulfilled to its satisfaction;

“Fifth Amendment Agency Fee Letter” means the fee letter dated on or about the date of this agreement between the Borrower and the Agent;

“Fifth Amendment Arrangement Fee Letter” means the fee letter dated on or about the date of this agreement between the Borrower, the Mandated Lead Arrangers and the Agent;

“Restated Facility Agreement” means the Facility Agreement as amended and restated in accordance with this agreement in the form set out in Schedule 3 (Restated Facility Agreement); and

“Shares” means all of the shares issued by the Resigning Parent.

Clause 1.2 (Construction) of the Facility Agreement will be deemed to be set out in full in this agreement, but as if references in that clause to the Facility Agreement were references to this agreement.

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The accession and resignation described in clauses 2 (Accession of New Parent) and 3 (Replacement and resignation of Resigning Parent), respectively, shall occur on the Effective Date and in chronological order (the “Order of Events”).

With effect from (and including) the Effective Date and in accordance with the Order of Events:

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Each party to this agreement acknowledges and agrees that:

With effect from the Effective Date:

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This agreement will constitute a Finance Document.

The Guarantor confirms and agrees that with effect from (and including) the Effective Date, the guarantees and indemnities set out in clause 14 (Guarantee and Indemnity) of the Restated Facility Agreement shall apply and extend to the obligations of each Obligor under the Finance Documents (as defined in the Restated Facility Agreement).

Each Obligor makes to each Finance Party each of the Repeating Representations, in each case:

and acknowledges that each Finance Party has entered into this agreement and has agreed to the amendment and restatement effected by this agreement in full reliance on those representations and warranties.

The Borrower shall, promptly on demand, pay the Agent, each Mandated Lead Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of this agreement and all documents referred to in this agreement.

If, at any time, any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

The provisions of clause 36 (Contractual Recognition of Bail-In) of the Facility Agreement shall apply to this agreement mutatis mutandis as though it was set out in full in this agreement.

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

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The Borrower shall pay to the Agent (for the account of each Mandated Lead Arranger) an amendment arrangement fee in the amount and at the times agreed in the Fifth Amendment Arrangement Fee Letter.

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

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**Schedule 1 **

Lenders

| | | | | | | | | | | -------------------------------------- | - | :----------------------------------------: | ----------: | - | :: | - | -----------------------------------------------------: | - | | | | | | | | | | | | Name of Lender | | Commitment prior to the Effective Date | | | | | Commitment from (and including) the Effective Date | | | Barclays Bank PLC | | $ | 84,400,000 | | | $ | 125,000,000 | | | ING Bank N.V., London Branch | | $ | 84,400,000 | | | $ | 125,000,000 | | | Lloyds Bank plc | | $ | 84,400,000 | | | $ | 125,000,000 | | | National Westminster Bank PLC | | $ | 84,400,000 | | | $ | 95,000,000 | | | SMBC Bank International plc | | $ | 84,400,000 | | | $ | 125,000,000 | | | ABN AMRO Bank N.V. | | $ | 66,000,000 | | | $ | 95,000,000 | | | HSBC Bank plc | | $ | 66,000,000 | | | $ | 95,000,000 | | | The Bank of Nova Scotia, London Branch | | $ | 66,000,000 | | | $ | 95,000,000 | | | | | | | | | | | | | Total Commitments | | $ | 620,000,000 | | | $ | 880,000,000 | |

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**Schedule 2 **

Conditions Precedent

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9

Schedule 3

Restated Facility Agreement

		EXECUTION VERSION

$880,000,000 Letter of Credit Facility Agreement

Inigo Corporate Member Limited

as Borrower

Radian Group Inc.

as Parent

The Financial Institutions listed in schedule 1

as Original Lenders

Barclays Bank PLC, National Westminster Bank PLC, ING Bank N.V., London Branch, SMBC Bank International plc, Lloyds Bank plc, ABN AMRO Bank N.V., HSBC Bank plc and The Bank of Nova Scotia, London Branch

as Mandated Lead Arrangers

and

Barclays Bank PLC

as Agent and Security Agent

Dated 3 November 2021 as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on 30 October 2025 and October 29 2026

Contents

**Schedule **

THIS AGREEMENT is dated 3 November 2021 as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on 30 October 2025 and October 29, 2026.

**BETWEEN: **

**THE PARTIES AGREE AS FOLLOWS: **

In this Agreement:

“Acceptable Asset Rules” means the acceptable assets rules as set out in the Lloyd’s Membership and Underwriting Conditions and Requirements (Funds at Lloyd’s) from time to time;

“Accession Letter” means a document substantially in the form set out in Schedule 9 (Form of Accession Letter);

“Account Charge” means the account security agreement granted or to be granted by the Borrower or the Parent in favour of the Security Agent over the Cash Collateral Account;

“Acquisition” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with clause 21 (Changes to the Obligors);

“Adjusted ECA” has the meaning given to such term in the M&URs but excluding all amounts designated to cover Solvency Deficits;

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“Affiliate”:

for the purposes of paragraph (b) of this definition only:

“Holding Company” means in relation to a company or corporation, any company or corporation of which the first-mentioned company or corporation is a Subsidiary;

“NatWest Group” means NatWest Group plc and its subsidiaries and subsidiary undertakings; and

“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 and any company which would be a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 but for any Security subsisting over the shares in that company from time to time;

“Agent’s Spot Rate of Exchange” means:

for the purchase of the relevant currency, in the London foreign exchange market at or about 11:00 a.m. on a particular day;

“Annual CIL Statement” means the statement based on an assessment (however described) carried out by Lloyd’s to determine whether the amount of FAL that is available to support the Borrower is sufficient, and how much (if any) additional FAL must be provided and how much (if any) existing FAL may be released, in connection with the yearly assessment performed by Lloyd’s with respect to the Borrower’s FAL in the second quarter of each year (the first such assessment occurring in the second quarter of 2022);

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“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Obligors or any of their Subsidiaries concerning or relating to bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended;

“Anti-Money Laundering Laws” means all laws, rules and regulations of any jurisdiction applicable to the Obligors or any of their Subsidiaries concerning or relating to money laundering or terrorist financing, including, but not limited to, the USA Patriot Act;

“Applicable Insurance Regulatory Authority” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Approved Credit Institution” means a credit institution within the meaning of the Directive relating to the taking up and pursuit of the business of credit institutions (No. 2000/12/EC) which has been approved by Lloyd’s for the purpose of providing guarantees and issuing or confirming letters of credit comprising a member’s Funds at Lloyd’s;

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee;

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

“Authorised Officer” means, in relation to (a) an Obligor (other than the Parent), any director of that Obligor, acting singly, and (b) the Parent, the meaning given to it in Schedule 15 (New York Law Definitions);

“Availability Period” means the period from and including the Completion Date to and including 30 November 2026;

“Available Commitment” means, in relation to a Lender at any time and save as otherwise provided in this Agreement, its Commitment minus:

other than that Lender’s participation in, or share of, any Outstandings that are due to be repaid or prepaid on or before the proposed Utilisation Date;

“Available Facility” means, at any time, the aggregate of the Available Commitments of the Lenders;

“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

“Bail-In Legislation” means:

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“Basel III” means:

“Borrower FAL Restructuring Amendment Agreement” means the amendment agreement dated 23 December 2024 between the Borrower, Inigo Limited, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

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

“Business Plan” means the most recent business plan within the meaning of the Definitions Byelaw (No. 7 of 2005) prepared in relation to the Managed Syndicate;

“Capitalized Lease” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Capitalized Lease Obligations” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Cash Collateral” means cash deposited in USD, and maintained in, the Cash Collateral Account provided that:

and “Cash Collateralise”, “Cash Collateralising” and “Cash Collateralised” shall be construed accordingly;

“Cash Collateral Account” means the account subject to the Account Charge;

“Cash Equivalent Investments” has the meaning given to it in Schedule 15 (New York Law Definitions);

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“Cash Management Services” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Change in Control” has the meaning given to it in Schedule 15 (New York Law Definitions);

**“Charged Property” **means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security;

“City Code” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Code” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Commencement Date” means, in relation to any Letter of Credit, the date as and from which the Lenders’ liabilities (whether actual or contingent) under that Letter of Credit start to accrue;

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Completion Date” means the date on which the Agent notifies the Borrower that it has received all of the documents and other evidence listed in part 1 of Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to the Agent pursuant to clause 2.6 (Initial Conditions Precedent);

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate);

“Conduit Debt” has the meaning given to it in Schedule 15 (New York Law Definitions);

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

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

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“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or such other form agreed between the Borrower and the Agent;

“Consolidated Net Income” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Consolidated Net Worth” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Consolidated Total Assets” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Consolidated Total Capitalization” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Consolidated Total Debt” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Contingent Obligations” has the meaning given to it in Schedule 15 (New York Law Definitions);

“CRD IV” means EU CRD IV and UK CRD IV;

“Cut-Off Date” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Debt-to-Total Capitalization Ratio” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Default” means an Event of Default or any event or circumstance specified in clause 19 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent;

“Delaware Divided LLC” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Delaware LLC” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Delaware LLC Division” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Disruption Event” means either or both of:

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

“Disqualified Capital Stock” has the meaning given to it in Schedule 15 (New York Law Definitions);

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“Effective Date” has the meaning given to such term in the Fifth Amendment and Restatement Agreement;

“ERISA” has the meaning given to it in Schedule 15 (New York Law Definitions);

“ERISA Affiliate” has the meaning given to it in Schedule 15 (New York Law Definitions);

“ERISA Event” has the meaning given to it in Schedule 15 (New York Law Definitions);

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“EU CRD IV” means:

“Event of Default” means any event or circumstance specified as such in clause 19 (Events of Default);

“EV Leasing Scheme” means an electric vehicle leasing scheme entered into by the Borrower or Inigo Limited from time to time for the benefit of employees of any member of the Group;

“Expiry Date” means, for a Letter of Credit, the date on which the maximum aggregate liability thereunder is to be reduced to zero;

“Facility” means the letter of credit facility made available to the Borrower pursuant to clause 2.1 (The Facility) of this Agreement;

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

“Facility Termination Date” has the meaning given to it in Schedule 15 (New York Law Definitions);

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA;

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction;

“FCA” means the Financial Conduct Authority in the United Kingdom and any regulatory body which succeeds to one or more of the functions and/or duties performed by it as at the date of this Agreement;

“Federal Home Loan Bank” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Fee Letter” means:

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor thereto);

“FHLB Indebtedness” has the meaning given to it in Schedule 15 (New York Law Definitions);

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“Finance Documents” means this Agreement, any Fee Letter, the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement, the Borrower FAL Restructuring Amendment Agreement, the Fourth Amendment and Restatement Agreement, the Fifth Amendment and Restatement Agreement, any Transaction Security Document, and any other document designated as such by the Agent and the Borrower;

“Finance Lease” means any lease or hire purchase contract, a liability under which would, in accordance with UK GAAP, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with UK GAAP as it was applied in the preparation of the Original Financial Statements of the Borrower, have been treated as an operating lease (and for the avoidance of any doubt, any building or property lease which would be treated as an operating lease under the applicable UK GAAP or as a right of use asset under IFRS, shall not, at any time, be considered to be a Finance Lease for the purposes of this Agreement));

“Finance Party” means the Agent, the Security Agent, the Mandated Lead Arrangers or a Lender;

“Fifth Amendment and Restatement Agreement” means the amendment and restatement agreement dated __________ 2026 between the Borrower, Inigo Limited, the Parent, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

“Financial Contract” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Financial Indebtedness” means any indebtedness for or in respect of:

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“First Amendment and Restatement Agreement” means the amendment and restatement agreement dated 31 October 2022 between the Borrower, Inigo Limited, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

“Fourth Amendment and Restatement Agreement” means the amendment and restatement agreement dated 30 October 2025 between the Borrower, Inigo Limited, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

“Foreign Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Fraudulent Transfer Law” means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law;

“Funds at Lloyd’s” has the meaning given to it in paragraph 16 of the Membership Byelaw (No. 5 of 2005) and may also be referred to, for the purposes of this Agreement, as “FAL”;

“GAAP” means:

“Governmental Authority” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Government-Sponsored Enterprise” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Group” means the Parent and its Subsidiaries for the time being;

“Guarantor” means the Parent or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 21 (Changes to the Obligors);

**“IFRS” **means UK-adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006 to the extent applicable to the relevant financial statements;

“ILS Entity” has the meaning given to it in Schedule 15 (New York Law Definitions);

**“Illegality Event” **has the meaning given to it in clause 4.1 (Illegality);

“Immaterial Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Indebtedness” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Inigo Limited” means Inigo Limited, a company incorporated in England and Wales with company number 12764745 and having its registered office at 25 Fenchurch Avenue, London EC3M 5AD;

“Inigo Share Purchase Deed” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Insurance Business” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Insurance Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions);

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“Insurances Licenses” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Investment” has the meaning given to it in Schedule 15 (New York Law Definitions);

“ITA” means the Income Tax Act 2007;

“L/C Commission Rate” means:

“LCT Election” has the meaning given to it in Schedule 15 (New York Law Definitions);

“LCT Test Date” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Lender” means:

which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement;

“Letter of Comfort” means a letter of comfort from Lloyd’s to the Borrower in substantially the form set out in Schedule 8 (Letter of Comfort) or in such other form as may be agreed between the Borrower and the Agent;

“Letter of Credit” means a letter of credit issued or to be issued pursuant to clause 2.1 (The Facility) substantially in the form set out in Schedule 7 (Form of Letter of Credit) or in any other form requested by the Borrower which is approved by the Lenders;

“Lien” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Limited Condition Transaction” has the meaning given to it in Schedule 15 (New York Law Definitions);

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

“Lloyd’s Premiums Trust Deed” means a trust deed in the form for the time being required and approved by Lloyd’s constituting an approved premiums trust deed;

“Lloyd’s Syndicate” has the meaning given to it in Schedule 15 (New York Law Definitions);

“LMA” means the Loan Market Association;

“M&URs” means the Membership and Underwriting Conditions and Requirements set out in Market Bulletin Ref: Y5353 published on 25 October 2021 (as amended or supplemented from time to time, together with any successor to or replacement thereof);

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“Majority Lenders” means:

“Managed Syndicate” means Syndicate 1301 at Lloyd’s;

“Managing Agent” means Inigo Managing Agent Limited, a company incorporated in England and Wales with company number 08039754;

“Managing Agent’s Agreement” means an agreement between the Borrower and the Managing Agent upon the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) (within the meaning of the Agency Agreements Bylaw (No. 8 of 1988), or in either case, being a variation thereof, such variation having been consented to by Lloyd’s, according to whether the Borrower is an individual member or a corporate member;

“Mandatory Collateralisation Event” has the meaning given to it in clause 4.4 (Mandatory Collateralisation – Tier 1 FAL and Lloyd’s market events);

“Margin Stock” means “margin stock” as such term is defined in Regulation U or X of the Federal Reserve Board;

**“Material Adverse Effect” **has the meaning given to it in Schedule 15 (New York Law Definitions);

“Material Indebtedness” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Material Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly;

“Mortgage Secured Financings” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Multiemployer Plan” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Obligations” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Obligors” means the Borrower and each Guarantor (each an “Obligor”);

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“Obligors’ Agent” means the Borrower appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to clause 2.4 (Obligors’ Agent);

“Ordinary Course of Business” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Original Financial Statements” means:

“Other Insurance Product” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Outstandings” means, at any time the aggregate of the maximum actual and contingent liabilities of the Lenders in respect of each outstanding Letter of Credit, calculated in USD;

**“Own FAL” **means, in relation to the Borrower, such part of its Funds at Lloyd’s (including any solvency surplus) as is provided or otherwise supported by the Borrower, any other member of the Group, or by way of cash and/or investments and/or covenant and charge or otherwise as permitted by Lloyd’s from time to time (which shall be valued by Lloyd’s in accordance with Lloyd’s usual practice), excluding any Letter of Credit;

“Party” means a party to this Agreement;

“PBGC” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Pension Plan” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Perfection Requirements” means any and all registrations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect security granted by the Transaction Security Documents in order to achieve the relevant priority for such Security;

“Permitted Acquisition” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Permitted Inigo Acquisition” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Permitted Other Business Dispositions” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Plan” has the meaning given to it in Schedule 15 (New York Law Definitions);

“PMIERS” has the meaning given to it in Schedule 15 (New York Law Definitions);

“PRA” means the Prudential Regulation Authority in the United Kingdom and any regulatory body which succeeds to one or more of the functions and/or duties performed by it as at the date of this Agreement;

“PRA Rulebook” means the UK Prudential Regulation Authority Rulebook (as amended from time to time);

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“Primary FAL” means, in relation to the Borrower, such part of its Funds at Lloyd’s (including any solvency surplus) as is provided or otherwise supported by

by way of cash and/or investments and/or covenant and charge or otherwise as permitted by Lloyd’s from time to time (which shall be valued by Lloyd’s in accordance with Lloyd’s usual practice), provided that in the case of paragraph (b) above, such funds at Lloyd’s qualifies as “Tier 1” capital pursuant to Solvency II;

“Primary Policy” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Property” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Radian Credit Agreement” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Rate Management Transaction” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Realistic Disaster Scenario” means any realistic disaster scenario presented in a business plan prepared in relation to the Managed Syndicate under paragraph 35 of the Underwriting Byelaw (No. 2 of 2003) which shows the potential impact upon the Managed Syndicate of a catastrophic event;

“Receiver” means a receiver or receiver and manager, or administrative receiver, administrator or trustee (as the context requires) or other similar officer of the whole or any part of the Charged Property;

“Reference Date” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Regulated Insurance Company” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Regulation T, U or X” means Regulation T, U or X, as the case may be, of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof;

“Reinsurance Agreement” has the meaning given to it in Schedule 15 (New York Law Definitions);

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

“Relevant Market” means the market for overnight cash borrowing collateralised by US Government securities;

“Repeating Representations” means each of the Representations set out in clause 15.1 (Status) to clause 15.6 (Governing law and enforcement) (inclusive), clause 15.10 (No default), paragraph (a) of clause 15.11 (No misleading information), clause 15.12(c) (Financial Statements) and clause 15.16 (Sanctions) to clause 15.22 (Margin Regulations) (inclusive);

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“Representations” means each of the representations set out in clause 15 (Representations);

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

“Resignation Letter” means a letter substantially in the form set out in Schedule 10 (Form of Resignation Letter);

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Payment” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Restricted Person” means a person that is (i) listed on, or owned or controlled by a person listed on any Sanctions List; (ii) located in, incorporated under the laws of, or owned or controlled by, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions, including Cuba, Iran, North Korea and Syria; or (iii) otherwise a target of Sanctions, including the non-government controlled Ukrainian territories (e.g. Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson and other areas of Ukraine under Russian military control);

“Retrocession Agreement” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Sanctions” means any economic sanctions laws, financial sanctions, regulations or embargoes enacted or enforced by the US, the United Nations, the European Union, the United Kingdom or the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the US Department of State and His Majesty’s Treasury and Global Affairs Canada, (together “Sanctions Authorities”);

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the UK Sanctions List issued by the Foreign, Commonwealth & Development Office, the European Union’s Consolidated List of Persons or any similar list issued or maintained or made public by any of the Sanctions Authorities, each as amended, supplemented or substituted from time to time;

“Sanctioned Country” means, at any time, any country, region or territory which is the subject of any comprehensive Sanctions broadly prohibiting dealings in, with or involving such country, region or territory;

“Sanctioned Person” means, at any time:

“SAP” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Second Amendment and Restatement Agreement” means the second amendment and restatement agreement dated 26 October 2023 between the Borrower, Inigo Limited, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

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“Secured Obligations” means all money, liabilities and obligations at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity);

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate;

“Securitization Indebtedness” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Solvency Deficit” means, at any time, the amount of additional Funds at Lloyd’s which the Borrower is required to deposit or procure the provision of by Lloyd’s as a consequence of its “member’s assets” being less than its Adjusted ECA (each as defined in the M&URs);

**“Solvency II” **means:

“Specified Event of Default” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Specified Transaction” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Specified Time” means a time determined in accordance with Schedule 11 (Timetables);

“Subordinated Debt” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions), unless otherwise specified to the contrary in this Agreement;

“Syndicate Arrangement” means any arrangement (whether pursuant to guarantees, letters of credit or otherwise) entered into by a managing agent at Lloyd’s on behalf of the Borrower together with the other members of a syndicate with respect to financing or reinsurance for the purposes of or in connection with the underwriting business carried on by all such members of that syndicate;

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**“Tax” **means any and all present or future taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings (including backup withholding), in each case, in the nature of a tax imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto;

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

“Termination Notice” means a notice given in writing by the Agent to Lloyd’s in accordance with clause 3.11 (Termination Notice) advising Lloyd’s of the date of expiry of the Letter of Credit referred to in such notice;

“Third Amendment and Restatement Agreement” means the amendment and restatement agreement dated 29 October 2024 between the Borrower, Inigo Limited, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;

“Third Party FAL” has the meaning given to it in clause 18.14 (Provision of Funds at Lloyd’s);

“Threshold Amount” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Total Commitments” means, at any time, the aggregate of the Lenders’ Commitments, being $880,000,000 as at the Effective Date;

“Transaction Security” means the security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents;

“Transaction Security Documents” means the Account Charge, together with any other security document that may at any time be given as security for any of the Secured Obligations pursuant to or in connection with any Finance Document;

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

“Transfer Date” means, in relation to an assignment or transfer, the later of:

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

“Uniform Commercial Code” has the meaning given to it in Schedule 15 (New York Law Definitions);

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

“UK CRD IV” means:

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

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“US” means the United States of America;

“US Bankruptcy Code” means Title 11 of the United States Code or any similar United States federal or state law for relief of debtors as now or hereinafter in effect;

“US Bankruptcy Laws” means the US Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, suspension of payments, reorganization or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally;

**“US GAAP” **has the meaning given to it in Schedule 15 (New York Law Definitions);

“US Obligor” means any Obligor organized under the laws of the United States of America, any state thereof or the District of Columbia;

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States;

“Utilisation” means a utilisation of the Facility;

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Letter of Credit is to be issued (or, as applicable, amended);

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

“VAT” means:

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“Wholly-Owned Subsidiary” has the meaning given to it in Schedule 15 (New York Law Definitions);

“Write-down and Conversion Powers” means:

Unless a contrary indication appears, any reference in this Agreement to:

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and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (i) and (ii) above is the value of the Cash Collateral, reduction or cancellation;

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

“USD”, “$” and “dollars” denotes, from time to time, the lawful currency of the United States of America.

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Subject to the terms of this Agreement, the Lenders make available to the Borrower, a letter of credit facility in an aggregate amount equal to the Total Commitments.

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and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

It is acknowledged by the parties hereto that, subject to the duties and actions of Lloyd’s as trustee of all such Funds at Lloyd’s, the Facility is intended to provide Funds at Lloyd’s for the Borrower which, to the extent that such parties are able to procure the same upon and subject to the terms of this Agreement and to any agreement to the contrary made pursuant to clause 18.14 (Provision of Funds at Lloyd’s) shall only be applied after all other Funds at Lloyd’s of or for the Borrower have been exhausted, in accordance with the Letter of Comfort obtained or to be obtained with respect thereto.

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The Lenders will only be obliged to comply with clause 3.6 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than three Letters of Credit would be outstanding.

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such other time as may be agreed by the Borrower, the Agent and each of the Lenders).

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

The Agent is authorised to arrange for the issue or amendment of any Letter of Credit pursuant to clause 3 (Utilisation) by:

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of the Letter of Credit allocated to such Lender pursuant to this Agreement.

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

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

Upon the expiry of a Letter of Credit on its Expiry Date, the maximum actual and contingent liabilities of each Lender under such Letter of Credit will be reduced to zero.

If, notwithstanding the provisions of clause 2.5 (Ranking and Application of Funds at Lloyd’s), any sum is paid under a Letter of Credit (an “Applied Letter of Credit”) which is greater than any sum which would have been paid had all other Funds at Lloyd’s of or available for the Borrower been applied to meet any demand prior to the Funds at Lloyd’s provided pursuant to the Facility in accordance with clause 2.5 (Ranking and Application of Funds at Lloyd’s) (the difference between the sum paid under the Applied Letter of Credit and the sum which should have been paid being the “Overpayment”), the Borrower shall, to the extent necessary to facilitate the indemnification of the Lenders by the Borrower under clause 8.1 (Borrower’s Indemnity to Lenders), use its reasonable endeavours to procure the release by Lloyd’s of the

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other Funds at Lloyd’s of the Borrower and, upon the Lenders being indemnified in full under the said clause 8.1 but subject to the Agent receiving confirmation in writing from the Borrower that no Default is continuing, at the request of the Borrower either:

Each Lender acknowledges that each Letter of Credit will continue in effect until the date specified in a Termination Notice given by the Agent in accordance with the terms of clause 3.11 (Termination Notice) below.

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Letter of Credit (an “Illegality Event”):

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If, by the deadline for the submission of letters of credit in support of the 2028 underwriting year of account, as specified by Lloyd’s, which is expected to occur on or around 4 November 2027, the Lenders and the Borrower have not:

the Borrower shall procure that, no later than the date falling five Business Days after 31 December 2027, the aggregate liability of the Lenders under each Letter of Credit then in issue is reduced to zero or otherwise Cash Collateralised.

| | | | | - | :--- | : | | | (ii) | |

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which, in either such case, in the reasonable opinion of the Lenders, is likely to have a Material Adverse Effect;

The Borrower may, if it gives the Agent, not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000 and integral amounts of $1,000,000 thereafter) of the Available Facility. Any cancellation under this clause 4.5 shall reduce the Commitments of the Lenders rateably under the Facility. Any amounts cancelled in accordance with this clause 4.5 may not be re-instated.

The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, procure that the whole or any part of the liability of the Lenders under a Letter of Credit in issue is reduced to zero or otherwise Cash Collateralised (but if in part, by a minimum amount of $5,000,000).

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of its intention (a) to cancel the Commitments of that Lender and (b) to procure that the liabilities of that Lender under each Letter of Credit are reduced to zero and/or fully Cash Collateralised.

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29

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The Agent shall promptly notify the Borrower of the determination of a rate of default interest under this Agreement.

The Borrower shall pay to the Agent (for the account of each Mandated Lead Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.

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The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

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

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

**“Borrower’s Tax Jurisdiction” **means the jurisdiction in which the Borrower is incorporated;

**“CTA” **means the Corporation Tax Act 2009;

**“Exempt Lender” **means a Lender which is able (otherwise than by reason of being a Treaty Lender) under the domestic law of the Borrower’s Tax Jurisdiction to receive interest free of any withholding or deduction for or on account of tax imposed by the Borrower’s Tax Jurisdiction;

**“New Lender” **has the meaning given to that term in clause 20 (Changes to the Lenders);

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

**“Qualifying Lender” **means:

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“Tax Credit” means a credit against, relief or remission for, repayment or refund of any Tax;

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction;

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under clause 9.2 (Tax gross-up) or a payment under clause 9.3 (Tax indemnity);

“Treaty Lender” means a Lender which:

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the Borrower’s Tax Jurisdiction which makes provision for full exemption from tax imposed by the Borrower’s Tax Jurisdiction on interest.

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| | | | | - | :-- | : | | | (g) | |

| | | | | - | :--- | : | | | (ii) | |

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and, having done so, that Lender shall be under no obligation pursuant to clause 9.2(g)(i) above.

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

If an Obligor makes a Tax Payment and the relevant Finance Party determines (acting in good faith) that:

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

The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document except those payable on or by reference to or in consequence of the transfer of the whole or part of the rights of a Finance Party under a Finance Document.

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.

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that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any reasonable cost, loss or liability incurred by that Finance Party as a result of:

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The Borrower shall promptly indemnify the Agent against any reasonable cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

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The Borrower shall promptly on demand pay the Agent, each Mandated Lead Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution syndication and perfection of:

If:

the Borrower shall, within five Business Days of demand, reimburse each of the Agent and Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

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the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (c) below.

The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings constituted by or against any Lender as a consequence of taking or holding the Transaction Security or enforcing these rights, or the investigation of any event or circumstance it reasonably believes is a Default.

Each Guarantor irrevocably and unconditionally:

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

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this clause 14 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this clause 14 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 14 (without limitation and whether or not known to it or any Finance Party) including:

Without prejudice to the generality of clause 14.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause 14. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent (or, as the case may be, the Security Agent) otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 14:

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with clause 26 (Payment mechanics).

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

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

Each Obligor makes the representations and warranties set out in this clause 15 to each Finance Party on the date of this Agreement.

The obligations expressed to be assumed by it in the Finance Documents are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to paragraph 3 of Schedule 2 (Conditions Precedent) of the Fifth Amendment and Restatement Agreement or clause 21 (Changes to the Obligors), legal, valid, binding and enforceable obligations and each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

except to the extent that any such conflict would not reasonably be expected to have a Material Adverse Effect.

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It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

All Authorisations required:

have been obtained or effected and are in full force and effect save, in relation to the Transaction Security Documents, for the Perfection Requirements and save for any customary post-closing filing with the U.S. Securities and Exchange Commission as may be required.

No Obligor has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against any Obligor for its winding-up, dissolution, administration or re-organisation (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian or similar officer of it or of all or any of its assets or revenues.

It is not required to make any Tax Deduction (as defined in clause 9.1 (Definitions)) on account of Tax imposed by the United Kingdom from any payment it may make under any Finance Document to a Lender which is:

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Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed (save for any customary post-closing filing with the U.S. Securities and Exchange Commission as may be required), recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax (except any such tax as may be payable on or by reference to or in consequence of the transfer of the whole or part of the rights of a Finance Party under a Finance Document) be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except the registration of particulars of the Account Charge at Companies House in England and Wales and payment of associated fees.

Any written information provided by any Obligor to a Finance Party which is factual was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any material respect, provided that with respect to projections, each Obligor represents only that the projections contained in such materials are based on good faith estimates and assumptions believed by the Obligor to be reasonable at the time made; it being understood and agreed that such projections as to future events are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the control of the Obligor and that actual results during the period or periods covered by any such projections may materially differ from the projected results.

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