Epstein Secrets

on-U.S. financial institutions and certain other non-U.S. non-financial entities that fail to comply with certain information reporting obligations. Non-United States holders should consult with their own tax advisors regarding the possible implications of FATCA on their investment in the debentures. Backup With

kley Corporation. W. R. Berkley Corporation Introduction We are an insurance holding company that is among the largest commercial lines writers in the United States. We operate in the following segments of the property casualty insurance business: • insurance- primarily commercial insurance business, including e

al increase in the risk that interest accruable or payable by us on the debentures is not, or will not be, deductible by us in whole or in part, for U. S. federal income tax purposes. "Rating agency event" means that any nationally recognized statistical rating organization within the meaning of Secti

the IRS and to each non-United States holder the amount of interest (including OID, if applicable) paid with respect to the debentures held by such non-United States holder and the rate of withholding (if any) applicable to such non-United States holder. Any amounts withheld under the backup withholding rules gen

The rights of our creditors, including the holders of our debt securities, to participate in the distribution of stock owned by us in certain of the Subsidiaries, including our insurance Subsidiaries, may also be subject to approval by certain insurance regulatory authorities having jurisdiction over such Sub

ooks and Records. The books and records of account of the Company shall be maintained in accordance with generally accepted accounting principles in the United States, consistently applied and shall be reconciled to comply with the methods followed by the Company for U.S. Federal income tax purposes, consistently

I MI (2k) -41- EFTA00614236 Greenwich, Connecticut 06830 Attention: Ellis Rinald* Esq. Facsimile: and to: White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Attention: Scott A. B er Esq. Facsimile: If to BRO: Stephen Hanson President & CEO 206 Spring Street New York, New

of the Code (the "Tax Matters Member)), of the Company and the Subsidiaries. All elections required or permitted to be made by the Company and the Subsidiaries under the Code or state tax law shall be determined and made by the Tax Matters Member; provided that no such election may be made without the conse

this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of N

Marc Rowan 927 Fifth Avenue Apartment #6 New York, NY 10021 with a copy to: [Cooley Godward Kronish LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7798 Attention: Chet Lipton, Esq.] If, to JH or any member of his Group: Josh Harris 895 Park Avenue Apt 4/5 B New York, NY

er of any business or predecessor of the Apollo Operating Group or its Subsidiaries, concerning the business or affairs of Holdings, Apollo and its Subsidiaries, any Fund or any Portfolio Companies, (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) performance data (vi) compu

Marc Rowan 927 Fifth Avenue Apartment #6 New York, NY 10021 with a copy to: [Cooley Godward Kronish LLP The Grace Building 1114Avenue of the Americas New York, NY 10036-7798 Attention: Chet Lipton, Esq.j If, to JH or any member of his Group: Josh Harris 895 Park Avenue Apt 4/5 B New York, NY

er of any business or predecessor of the Apollo Operating Group or its Subsidiaries, concerning the business or affairs of Holdings, Apollo and its Subsidiaries, any Fund or any Portfolio Companies, (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) performance data (vi) compu

Marc Rowan 927 Fifth Avenue Apartment #6 New York, NY 10021 with a copy to: Cooley Godward Kronish LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7798 Attention: Chet Lipton, Esq. If, to JH or any member of his Group: Josh Harris 895 Park Avenue Apt 4/5 B New York, NY

ner of any business or predecessor of the Apollo Operating Group or its Subsidiaries, concerning the business or affairs of Holdings, Apollo and its Subsidiaries, any Fund or any Portfolio Companies, (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) performance data (vi) compu