Common use of Restrictions on Redemption Clause in Contracts

Restrictions on Redemption. (a) ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect to any portion of the ▇▇▇▇▇ LLC Units if the Board of Directors, after consultation with legal counsel, determines in good faith and in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 of the Code. (b) The DGC Trust shall not cause a Unit Redemption with respect to any portion of the Trust LLC Units if the Board of Directors, after consultation with legal counsel, determines in good faith and in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 of the Code. (c) Until the Company’s stockholders approve the Stockholder Proposal, ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect to any portion of the ▇▇▇▇▇ LLC Units if such Unit Redemption would result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of the ▇▇▇▇▇ LLC Units equals or exceeds 11.18% of the outstanding Parent Common Stock as of the Effective Date. (d) Until the Company’s stockholders approve the Stockholder Proposal, the DGC Trust shall not cause a Unit Redemption with respect to any portion of the Trust LLC Units if such Unit Redemption would result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of the Trust LLC Units equals or exceeds 8.81% of the outstanding Parent Common Stock as of the Effective Date. (e) No LLC Units may be sold, assigned or otherwise transferred by ▇▇. ▇▇▇▇▇ or the DGC Trust to any Person unless the transferee of such LLC Units agrees in writing in a form acceptable to Parent in its reasonable discretion to be bound by the provisions of this Section 5.03.

Restrictions on Redemption. Under applicable law, the Corporation may not lawfully redeem Preferred Stock (aincluding the Series A Preferred Stock) ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect at any time if the Corporation has reasonable grounds for believing that the Corporation is or would after the redemption be unable to any portion pay its liabilities as they become due, the realizable value of the ▇▇▇▇▇ LLC Units Corporation’s assets would thereby be less than the Corporation’s liabilities or that the Corporation is, or would after such payment would be, in breach of the Insurance Act, the Insurance (Eligible Capital) Rules 2012, the Group Solvency Standards, including Enhanced Capital Requirements, or under such other Applicable Supervisory Regulations. Preferred Stock (including the Series A Preferred Stock) may not be redeemed except out of the capital paid up thereon, out of funds of the Corporation that would otherwise be available for dividends or distributions or out of the proceeds of a new issue of shares made for the purpose of the redemption or purchase. The premium, if any, payable on redemption or purchase must be provided for out of funds of the Corporation that would otherwise be available for dividend or distribution or out of the Corporation’s share premium account before the Series A Preferred Stock are redeemed or purchased. In addition, if the redemption price is to be paid out of funds otherwise available for dividends or distributions, no redemption may be made if the realizable value of the Corporation’s assets would thereby be less than the aggregate of the Corporation’s liabilities, issued share capital and share premium accounts. Unless dividends on all issued shares of Series A Preferred Stock and all Parity Stock shall have been declared and paid (or declared and a sum sufficient for the payment thereof set apart for payment) for the latest completed Dividend Period, no shares of Series A Preferred Stock or any Parity Stock may be redeemed, purchased or otherwise acquired by the Corporation unless all issued shares of Series A Preferred Stock and any Parity Stock are redeemed; provided that the Corporation may acquire fewer than all of the issued shares of Series A Preferred Stock or Parity Stock pursuant to a purchase or exchange offer made to all holders of issued shares of Series A Preferred Stock and Parity Stock upon such terms as the Board of Directors, after consultation with legal counsel, determines in good faith and Directors in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 after consideration of the Code. (b) The DGC Trust shall not cause a Unit Redemption with respect to any portion respective annual dividend rate and other relative rights and preferences of the Trust LLC Units if the Board of Directorsrespective classes or series, after consultation with legal counsel, determines in good faith will determine (which determination will be final and in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 of the Code. (cconclusive) Until the Company’s stockholders approve the Stockholder Proposal, ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect to any portion of the ▇▇▇▇▇ LLC Units if such Unit Redemption would will result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of fair and equitable treatment among the ▇▇▇▇▇ LLC Units equals respective classes or exceeds 11.18% of the outstanding Parent Common Stock as of the Effective Dateseries. (d) Until the Company’s stockholders approve the Stockholder Proposal, the DGC Trust shall not cause a Unit Redemption with respect to any portion of the Trust LLC Units if such Unit Redemption would result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of the Trust LLC Units equals or exceeds 8.81% of the outstanding Parent Common Stock as of the Effective Date. (e) No LLC Units may be sold, assigned or otherwise transferred by ▇▇. ▇▇▇▇▇ or the DGC Trust to any Person unless the transferee of such LLC Units agrees in writing in a form acceptable to Parent in its reasonable discretion to be bound by the provisions of this Section 5.03.

Restrictions on Redemption. Under Bermuda law, the Company may not lawfully redeem Preference Shares (aincluding the Series B Preference Shares) ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect if on the date redemption is to any portion be effected there are reasonable grounds for believing that the Company is, or after the redemption would be, unable to pay its liabilities as they become due, or that the Company is, or after such redemption would be, in breach of the ▇▇▇▇▇ LLC Units Insurance Act, the Insurance (Eligible Capital) Rules 2012, the Group Solvency Standards, including Enhanced Capital Requirements, or such other Applicable Supervisory Regulations. Preference Shares (including the Series B Preference Shares) may not be redeemed except out of the capital paid up thereon, out of funds of the Company that would otherwise be available for dividends or distributions or out of the proceeds of a new issue of shares made for the purpose of the redemption. The premium, if any, payable on redemption must be provided for out of funds of the Company that would otherwise be available for dividend or distribution or out of the Company’s share premium account before the Series B Preference Shares are redeemed or purchased. Unless full cumulative dividends on all issued Series B Preference Shares and all Parity Shares shall have been declared and paid (or declared and a sum sufficient for the payment thereof set aside for payment) for all past Dividend Periods, no Series B Preference Shares or any Parity Shares may be redeemed, purchased or otherwise acquired by the Company unless all issued Series B Preference Shares and any Parity Shares are redeemed; provided that the Company may acquire fewer than all of the issued Series B Preference Shares or Parity Shares pursuant to a purchase or exchange offer made to all holders of issued Series B Preference Shares and Parity Shares upon such terms as the Board of Directors, after consultation with legal counsel, determines in good faith and Directors in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 after consideration of the Code. (b) The DGC Trust shall not cause a Unit Redemption with respect to any portion respective annual dividend rate and other relative rights and preferences of the Trust LLC Units if respective classes or series, will determine (which determination will be final and conclusive) will result in fair and equitable treatment among the Board of Directorsrespective classes or series; provided, after consultation further that the Series A Preference Shares may be forfeited, issued and converted into Common Shares in accordance with legal counsel, determines in good faith and in its sole discretion that satisfaction of such Unit Redemption by Parent with shares of Parent Common Stock would jeopardize or endanger the availability to Parent of its net operating loss and net capital loss carryforwards and certain other tax benefits under Section 382 terms of the CodeSeries A Preference Shares. (c) Until the Company’s stockholders approve the Stockholder Proposal, ▇▇. ▇▇▇▇▇ shall not cause a Unit Redemption with respect to any portion of the ▇▇▇▇▇ LLC Units if such Unit Redemption would result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of the ▇▇▇▇▇ LLC Units equals or exceeds 11.18% of the outstanding Parent Common Stock as of the Effective Date. (d) Until the Company’s stockholders approve the Stockholder Proposal, the DGC Trust shall not cause a Unit Redemption with respect to any portion of the Trust LLC Units if such Unit Redemption would result in Parent issuing a number of shares of Parent Common Stock that, when aggregated with any shares of Parent Common Stock previously issued in connection with any Unit Redemption of the Trust LLC Units equals or exceeds 8.81% of the outstanding Parent Common Stock as of the Effective Date. (e) No LLC Units may be sold, assigned or otherwise transferred by ▇▇. ▇▇▇▇▇ or the DGC Trust to any Person unless the transferee of such LLC Units agrees in writing in a form acceptable to Parent in its reasonable discretion to be bound by the provisions of this Section 5.03.