Bermuda Uses in Definitions Clause

Definitions from Restricted Stock Unit Agreement

THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Assured Guaranty Ltd. (the "Company").

Definitions. For purposes of this Agreement, words and phrases shall be defined as follows: (a)AGO High Stock Price. The term "AGO High Stock Price" shall mean the highest forty-trading day average stock price of a share of Stock as traded on the New York Stock Exchange during the Performance Period. (b)Change in Control. The term "Change in Control" shall be defined as set forth in the Plan.(c)Competitive Activity. The term "Competitive Activity" shall mean (i) the Participant's engaging in an activity, directly or indirectly, whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder (except as a less than one percent stockholder of a publicly traded company or a less than five percent stockholder of a privately held company) or otherwise, within the United States, Bermuda, or the Cayman Islands, if such activities involve insurance or reinsurance of United States based entities or risks that are competitive with the financial guaranty insurance business then being conducted by the Company or any affiliate and which, during the period covered by the Participant's employment, were conducted by the Company or any affiliate; or (ii) the Participant's engaging in any activity, directly or indirectly, whether on behalf of himself or herself or any other person or entity (x) to solicit any client and/or customer of the Company or any affiliate or (y) to hire any employee or former employee of the Company or any present or former affiliate of the Company or encourage any employee of the Company or affiliate to leave the employ of the Company or affiliate; or (iii) the Participant's violation of Section 7.3 of the Severance Plan (relating to confidentiality).(d)Date of Termination. A Participant's "Date of Termination" means, with respect to an employee, the date on which the Participant's employment with the Company and Subsidiaries terminates for any reason, and with respect to a Director, the date immediately following the last day on which the Participant serves as a Director; provided that a Date of Termination shall not be deemed to occur by reason of a Participant's transfer of employment between the Company and a Subsidiary or between two Subsidiaries; further provided that a Date of Termination shall not be deemed to occur by reason of a Participant's cessation of service as a Director if immediately following such cessation of service the Participant becomes or continues to be employed by the Company or a Subsidiary, nor by reason of a Participant's termination of employment with the Company or a Subsidiary if immediately following such termination of employment the Participant becomes or continues to be a Director; and further provided that a Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant's employer.(e)Director. The term "Director" means a member of the Board of Directors of Assured Guaranty, Ltd., who may or may not be an employee of the Company or a Subsidiary.(f)Disability. The Participant shall be considered to have a "Disability" during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days. (g)Post-Retirement Activity. The term "Post-Retirement Activity" shall mean the Participant's provision of significant commercial or business services to any one or more persons or entities, regardless of whether such entity is owned or controlled by the Participant; provided that the Participant's devotion of reasonable time to the supervision of his personal investments, and activities involving professional, charitable, community, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities shall not be considered Post-Retirement Activity, to the extent that the Committee, in its discretion, determines that such activities are consistent with the Participant's Retirement. At the request of the Participant, the Committee shall determine whether a proposed activity of the Participant will be considered a Post-Retirement Activity for purposes of this Agreement. Such request shall be accompanied by a description of the proposed activities, and the Participant shall provide such additional information as the Committee may determine is necessary to make the determination. Such a determination shall be made promptly, but in no event more than 30 days after the written request, together with any additional information requested of the Participant, is delivered to the Committee.(h)Pro-Rata Fraction. The term "Pro-Rata Fraction" shall mean a fraction, the numerator of which shall be equal to the number of days between th

Definitions from Guaranty

Definitions. Capitalized terms used but not defined herein shall have the meaning given to such terms (whether by reference to another document or otherwise) in the Facility Agreement [Fly 2016A Warehouse] dated as of the date hereof (as at any time modified, supplemented or amended, the Facility Agreement), by and among, Fly Acquisition III Limited, a company incorporated under the laws of Bermuda, as Borrower (the Borrower), the lenders party thereto or which, pursuant to Section 5.02 of the Note Purchase Agreement and Section 3.02 of the Credit Agreement, as the case may be, shall become a Bank or a Purchaser thereunder, as the case may be (individually, a Lender and, collectively, the Lenders), Commonwealth Bank of Australia, New York Branch, as administrative agent (the Administrative Agent), and Wells Fargo Bank, National Association, as security trustee (the Security Trustee). Each of the Lenders, the Security Trustee and the Administrative Agent, together with their respective successors and permitted assigns, are referred to herein as a Guaranteed Party and, collectively, the Guaranteed Parties.

Definitions from Deposit Agreement

DEPOSIT AGREEMENT, dated [ ], among AXIS CAPITAL HOLDINGS LIMITED, a Bermuda exempted company, COMPUTERSHARE INC., a Delaware corporation (Computershare) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the Trust Company), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar and Transfer Agent (each as hereinafter defined) and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Definitions. The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: [Certificate of Designations shall mean the certificate adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the powers, preferences and rights of the Shares, attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time.] Company shall mean AXIS Capital Holdings Limited, a Bermuda exempted company, and its successors. Computershare shall have the meaning set forth in the Preamble hereto. Deposit Agreement shall mean this agreement, as the same may be amended, modified or supplemented from time to time. Depositary shall mean Computershare and the Trust Company, acting jointly, and any successor as depositary hereunder. Depositary Office shall mean the office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Computershare Inc, 480 Washington Blvd. - 29th Floor, Jersey City, New Jersey 07310. Depositary Share shall mean the security representing a [ ] fractional interest in a Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the powers, preferences and rights of the Share represented by such Depositary Share [(including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations)]. Depositarys Agent shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05. Dividend Payment Date shall have the meaning [set forth in the Certificate of Designations]. DTC means The Depository Trust Company. DTC Receipts has the meaning set forth in Section 2.01. Shares shall mean the Companys [[ ]% Series [ preference shares (liquidation preference $[ ] per share), par value $[ ] per share][common shares, par value $0.0125 per share], heretofore validly issued, fully paid and nonassessable]. Receipt shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto. record date shall mean the date fixed pursuant to Section 4.04. Record holder or holder as applied to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. [redemption date has the meaning set forth under Section 2.03. redemption price has the meaning set forth under Section 2.03.] Registrar shall mean the Trust Company or any bank or trust company appointed to register ownership and transfers of Receipts and the deposited Shares, as herein provided. Reorganization Event shall mean:

Definitions from Deposit Agreement

DEPOSIT AGREEMENT, dated November 7, 2016, among AXIS CAPITAL HOLDINGS LIMITED, a Bermuda exempted company, COMPUTERSHARE INC., a Delaware corporation (Computershare) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the Trust Company), jointly as Depositary (as hereinafter defined), the Trust Company as Registrar and Transfer Agent (each as hereinafter defined) and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

Definitions. The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts: Certificate of Designations shall mean the certificate adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the powers, preferences and rights of the Preferred Shares, attached hereto as Exhibit B, and as such certificate may be amended or restated from time to time. Company shall mean AXIS Capital Holdings Limited, a Bermuda exempted company, and its successors. Computershare shall have the meaning set forth in the Preamble hereto. Deposit Agreement shall mean this agreement, as the same may be amended, modified or supplemented from time to time. Depositary shall mean Computershare and the Trust Company, acting jointly, and any successor as depositary hereunder. Depositary Office shall mean the office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at Computershare Inc, 480 Washington Blvd. - 29th Floor, Jersey City, New Jersey 07310. Depositary Share shall mean the security representing a 1/100th fractional interest in a Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such Preferred Share and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the powers, preferences and rights of the Preferred Share represented by such Depositary Share (including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations). Depositarys Agent shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05. Dividend Payment Date shall have the meaning set forth in the Certificate of Designations. DTC means The Depository Trust Company. DTC Receipts has the meaning set forth in Section 2.01. Preferred Shares shall mean the Companys 5.50% Series E Preferred Shares (liquidation preference $2,500 per share), par value $0.0125 per share, heretofore validly issued, fully paid and nonassessable. Receipt shall mean a receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto. record date shall mean the date fixed pursuant to Section 4.04. Record holder or holder as applied to a Receipt shall mean the individual, entity or person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose. redemption date has the meaning set forth under Section 2.03. redemption price has the meaning set forth under Section 2.03. Registrar shall mean the Trust Company or any bank or trust company appointed to register ownership and transfers of Receipts and the deposited Preferred Shares, as herein provided. Reorganization Event shall mean:

Definitions from Supplemental Indenture

THIS FIFTH SUPPLEMENTAL INDENTURE (this "Fifth Supplemental Indenture") is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company ("Validus Re" or the "New Issuer"), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the Indenture referred to below (the "Trustee").

Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.Section 1. 2Assumption of Obligations. Validus Re, as the New Issuer and as the successor under the First Guarantee, hereby expressly assumes, from and after the date hereof, the due and punctual payment of the principal of, and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of Validus UPS to be performed or observed.Section 1. 3Succession and Substitution. Validus Re, as the New Issuer and as the successor under the First Guarantee, from and after the date hereof, by virtue of the aforesaid assumption and the delivery of this Fifth Supplemental Indenture, shall succeed to, and be substituted for, and may exercise every right and power of, Validus UPS under the Indenture, and Validus UPS shall be discharged from all obligations and covenants under the Indenture and the Securities.Section 1. 4Representations and Warranties. Validus Re, as the New Issuer and as the successor under the First Guarantee, hereby represents and warrants that (i) it has all necessary power and authority to execute and deliver this Fifth Supplemental Indenture and to perform the covenants and obligations of Validus UPS under the Indenture and the Securities, (ii) it is a Bermuda exempted company organized and existing under the laws of Bermuda and (iii) both immediately before and after giving effect to this Fifth Supplemental Indenture, no Event of Default, and no event that, after notice or lapse of time or both, would constitute an Event of Default, shall have happened and be continuing.Section 1. 5Submission to Jurisdiction. Validus Re, as the New Issuer and as the successor under the First Guarantee, agrees that any judicial proceedings instituted in relation to any matter arising under the Indenture, this Fifth Supplemental Indenture or the Securities may be brought in any United States Federal or New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of this Fifth Supplemental Indenture, Validus Re hereby irrevocably accepts, generally and unconditionally, the jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. Section 1. 6Service of Process. Validus Re, as the New Issuer and as the successor under the First Guarantee, appoints CT Corporation Systems as its agent in The City of New York for service of process in any action, suit or proceeding against it arising out of or in connection with this Indenture or the Securities.Section 1. 7Effectiveness and Operativeness. This Fifth Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Fifth Supplemental Indenture shall be deemed to have become operative, immediately upon consummation of the Transfer, provided, that:

Definitions from Warrant

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated. Affiliate means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise. Appraisal Procedure means a procedure whereby two (2) independent appraisers, one (1) chosen by the Bank (as defined below) and one (1) by the Original Warrantholder (as defined below), shall mutually agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within fifteen (15) calendar days after the Appraisal Procedure is invoked. If within thirty (30) calendar days after appointment of the two (2) appraisers they are unable to agree upon the amount in question, a third independent appraiser shall be chosen within ten (10) calendar days thereafter by the mutual consent of such first two (2) appraisers. The decision of the third appraiser so appointed and chosen shall be given within thirty (30) calendar days after the selection of such third appraiser. If three (3) appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle determination, then the determination of such appraiser shall be excluded, the remaining two (2) determinations shall be averaged and such average shall be binding and conclusive upon the Bank and the Original Warrantholder; otherwise, the average of all three determinations shall be binding upon the Bank and the Original Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the Bank. Bank means The Bank of N.T. Butterfield & Son Limited, a local company incorporated and existing under the laws of Bermuda. Board of Directors means the board of directors of the Bank, including any duly authorized committee thereof. Business Combination means a merger, amalgamation, consolidation, scheme of arrangement or similar transaction that requires the approval of the Banks shareholders. Business Day means any day except Saturday, Sunday and any day on which banking institutions in the State of New York or Bermuda generally are authorized or required by law or other governmental actions to close. Butterfield Act means The N. T. Butterfield & Son Act, 1904, as amended from time to time, or any other legislation setting forth the constitution of the Bank that may be passed by the Bermuda Parliament (location) values">Bermuda Parliament in substitution therefor that shall be deemed to constitute the memorandum of association of the Bank. Bye-laws means the bye-laws of the Bank, as they may be amended from time to time. Capital Stock means (A) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person. Common Shares means the ordinary shares, par value BD$1.00 per share, of the Bank. conversion has the meaning set forth in Section 13(B) hereto. convertible securities has the meaning set forth in Section 13(B) hereto. Exercise Price means US$7.01; provided, that such amount shall be reduced by US$1.05 on each six month anniversary of the date of this Warrant (as defined below) if the Shareholder Approvals (as defined below) shall not have been obtained prior to such anniversary, up to a maximum reduction of US$3.15. Expiration Time has the meaning set forth in Section 3 hereto. Fair Market Value means, with respect to any security or other property, the fair market value of such security or other property, as determined by the Board of Directors, acting in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting in good faith. For so long as the Original Warrantholder holds this Warrant or any portion thereof, it may object in writing to the Board of Directors calculation of fair market value within ten (10) calendar days of receipt of written notice thereof. If the Original Warrantholder and the Bank are unable to agree on fair market value during the ten (10) calendar day period following the delivery of the Original Warrantholders objection, the Appraisal Procedure may be invoked by either party to determine Fair Market Value by delivering written notification thereof not later than the thirtieth (30th) day after delivery of the Original Warrantholders objection

Definitions from Indemnification Agreement

THIS AGREEMENT (the "Agreement") is made and entered into as of [n], 20[n] between Triton International Limited, an exempted company incorporated with limited liability under the laws of Bermuda (the "Company," which term shall include where appropriate, any Person (as hereinafter defined)), and [NAME] ("Indemnitee" and, together with the Company, the "Parties").

Definitions. For purposes of this Agreement:"Affiliate" (and by correlation, "Affiliated") shall mean as to any Person, any other Person that directly or indirectly Controls, is controlled by, or is under common Control with, such Person[; provided, that the Company shall not be deemed an Affiliate of any Sponsor]. "Company Status" describes the status of a person who is serving or has served (i) as a manager, director, partner, trustee, officer, employee, venturer, proprietor, trustee, agent or similar functionary of the Company, including as a member of any committee of the Board of Directors, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a manager, director, partner, trustee, officer, employee, venturer, proprietor, trustee, agent or similar functionary of any other Person (as defined below) at the request of the Company. For purposes of subsection (iii) of this definition, a director of the Company who is serving or has served as a manager, director, partner, trustee, officer, employee or agent of a Subsidiary (as defined below) shall be deemed to be serving at the request of the Company."Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and "Controlled" has a correlative meaning."Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee."Expenses" shall mean any and all reasonable direct and indirect fees, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, reasonable attorneys' fees and related disbursements, retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), interest, penalties, court costs, arbitration costs and fees, transcript costs, costs of investigation, witness fees, fees and expenses of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other reasonable disbursements and expenses."Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, Indemnitee [or the Sponsor] in any matter material to [either] [any] such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company, Indemnitee [or the Sponsor] in an action to determine Indemnitee's rights under this Agreement. "Liabilities" shall mean any and all direct and indirect judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payment under this Agreement. "Person" shall mean any individual, partnership, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof in their capacity as such) or other entity (including any governmental entity), whether organized under the laws of (or, in the case of individuals, resident in) Bermuda, the United States (or any political subdivision thereof) or any foreign jurisdiction."Proceeding" shall mean any threatened, asserted, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, inquiry, administrative hearing, appeal, or any other proceeding (including, without limitation, shareholder claims, actions, demands, suits, proceedings, investigations and arbitrations), whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee's rights hereunder, and shall include a Proceeding pending on or before the date of this Agreement."Subsidiary" shall mean any Person of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) more than 50% of the voting power of the voting capital equity interests of such Person, or (B) more than 50% of the outstanding voting capita

Definitions from Guarantee and Collateral Agreement

GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 30, 2016, made by RENTAL CAR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), THE HERTZ CORPORATION, a Delaware corporation (in its specific capacity as Parent Borrower, together with its successors and assigns, the Parent Borrower) and certain of its Subsidiaries from time to time party hereto, in favor of BARCLAYS BANK PLC, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Administrative Agent) for the Secured Parties (as such term is defined herein).

Definitions. (a) Unless otherwise defined herein, terms defined or defined by reference in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms that are defined in the Code (as in effect on the date hereof) are used herein as so defined: Cash Proceeds, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Letter-of-Credit Rights and Money. (b) The following terms shall have the following meanings: ABS Base Indenture: as defined in Section 6.9(a). ABS Collateral Agency Agreement: as defined in Section 6.9(a). ABS Collateral Agent: as defined in Section 6.9(a). ABS Trustee: as defined in Section 6.9(a). Accounts: all accounts (as defined in the Code) of each Grantor, including all Accounts (as defined in the Credit Agreement) and Accounts Receivable of such Grantor, but in any event excluding all Accounts that have been sold or otherwise transferred (and not transferred back to a Grantor) in connection with a Special Purpose Financing. Accounts Receivable: any right to payment for goods sold or leased or for services rendered, which is not evidenced by an instrument (as defined in the Code) or Chattel Paper. Additional Agent: as defined in the Base Intercreditor Agreement. Additional Collateral Documents: as defined in the Base Intercreditor Agreement. Additional Credit Facilities: as defined in the Base Intercreditor Agreement. Additional Obligations: as defined in the Base Intercreditor Agreement. Additional Secured Parties: as defined in the Base Intercreditor Agreement. Adjusted Net Worth: as to any Guarantor at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantors assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Document, or pursuant to its guarantee with respect to any Indebtedness then outstanding pursuant to the Senior Notes or any Additional Credit Facility) on such date. Administrative Agent: as defined in the preamble hereto. Agreement: this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time. Applicable Law: as defined in Section 9.8. Bank Products Affiliate: any Person who (a) has entered into a Bank Products Agreement with a Grantor with the obligations of such Grantor thereunder being secured by one or more Loan Documents, (b) was a Lender or an Affiliate of a Lender at the time of entry into such Bank Products Agreement, or on or prior to September 30, 2016, or at the time of the designation referred to in the following clause (c) and (c) has been designated by the Parent Borrower in accordance with Section 8.4 hereof (provided that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate with respect to more than one Credit Facility). Bank Products Provider: any Person (other than a Bank Products Affiliate) that has entered into a Bank Products Agreement with a Grantor with the obligations of such Grantor thereunder being secured by one or more Loan Documents as designated by the Parent Borrower in accordance with Section 8.4 hereof (provided that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Provider with respect to more than one Credit Facility). Bankruptcy Case: (i) Holdings or any of its Subsidiaries commencing any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or reorganization of any non-U.S. Subsidiary of the Parent Borrower that is not a Loan Party), or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings or any of its Subsidiaries making a general assignment for the benefit of its creditors; or (ii) there being commenced against Holdings or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days. Base Intercreditor Agreement: as defined in the recitals hereto. Borrower Obligations: the collective reference to all obligations and liabilities of su

Definitions from Equity Incentive Plan

Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below: Accounting Firm shall have the meaning set forth in Section 15.8(b)(i) hereof. Affiliate means, with respect to any Person, any other Person that the subject Person, either directly or indirectly, is under common control with, is controlled by or controls. Amendment Effective Date shall have the meaning set forth in Section 16.2 hereof. Award means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Cash Performance Award or Stock Award granted under the Plan. Award Agreement means a notice or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant as provided in Section 15.2 hereof. Avista means, collectively, Avista Capital Partners II, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore) II L.P., a Bermuda exempted limited partnership, Avista Capital Partners (Offshore) II-A, L.P., a Bermuda exempted limited partnership, and ACP INC Research Co-Invest LLC, a Delaware limited liability company, and their respective Affiliates. Beneficial Owner shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Board means the Board of Directors of the Company. Business Combination shall have the meaning set forth in Section 12.4(b) hereof. Cash Performance Award means an Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof, payable based upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period and subject to such conditions, in each case, as are set forth in the Plan and the applicable Award Agreement. Capital Co. means 1829356 Ontario Limited and any of its Affiliates. Cause shall have the meaning set forth in Section 13.2(b) hereof. Change in Control shall have the meaning set forth in Section 12.4 hereof. Chosen Court shall have the meaning set forth in Section 15.17 hereof. Code means the Internal Revenue Code of 1986, as amended. Committee means (i) the Compensation Committee of the Board, (ii) such other committee of the Board appointed by the Board to administer the Plan, or (iii) subject to the terms of the Plan, the Board. Common Stock means the Companys Class A common stock, par value $0.01 per share, as the same may be converted, changed, reclassified or exchanged. Company means INC Research Holdings, Inc., a Delaware corporation, and any successor thereto. Date of Grant means, with respect to any Award under the Plan, the date on which such Award is granted by the Committee or such later date as the Committee may specify in the resolutions comprising the corporate action constituting such grant by the Company of such Award to be the effective date of an Award, in each case in accordance with Section 5.4 hereof. Disability means, unless otherwise set forth in an Award Agreement,

Definitions

The 5.875% Series I Non-Cumulative Redeemable Preferred Shares shall have the designation, preferences and rights, and shall be subject to the restrictions, as hereinafter appearing:

Definitions. For purposes of the Series I Preferred Shares, the following terms shall have the meanings indicated: Additional Directors shall have the meaning set forth in Section 9(b) hereof. BMA shall mean the Bermuda Monetary Authority (organization) values">Bermuda Monetary Authority (or any successor agency or then-applicable regulatory authority). Board shall mean the Board of Directors of the Company or any committee authorized by such Board of Directors to perform any of its responsibilities with respect to the Series I Preferred Shares. Business Day shall mean any day other than a Saturday, Sunday or a day on which banking institutions in Hamilton, Bermuda, or New York, New York are not required to be open. Bye-Laws shall mean the Amended and Restated Bye-Laws of the Company in effect as of March 18, 2016. Call Date shall mean any date which the Company establishes for the redemption of Series I Preferred Shares, which date must be specified in the notice mailed to holders of the Series I Preferred Shares pursuant to Section 5(d) hereof. Capital Adequacy Regulations shall mean the solvency margin, capital adequacy regulations or any other regulatory capital rules applicable to the Company from time to time on an individual or group basis pursuant to Bermuda law and/or the laws of any other relevant jurisdiction and which set out the requirements to be satisfied by financial instruments to qualify as solvency margin or additional solvency margin or regulatory capital (or any equivalent terminology employed by the then applicable capital adequacy regulations). Capital Disqualification Event means the Series I Preferred Shares cease to qualify, in whole or in part (including as a result of any transitional or grandfathering provisions), for purposes of determining the Companys (i) solvency margin, (ii) capital adequacy ratios or (iii) any other comparable ratios, regulatory capital resource or level of the Company or any member thereof, where subdivided into tiers, as Tier 2 Capital securities under then-applicable Capital Adequacy Regulations imposed upon the Company by the BMA, which, includes the Companys Enhanced Capital Requirements (as defined in the Bermuda capital regulations), except as a result of any applicable limitation on the amount of such capital. Change in Tax Law means (i) a change in or amendment to laws, regulations or rulings of any jurisdiction, political subdivision or taxing authority described in the next sentence, (ii) a change in the official application or interpretation of those laws, regulations or rulings, (iii) any execution of or amendment to any treaty affecting taxation to which any jurisdiction, political subdivision or taxing authority described in the next sentence is party or (iv) a decision rendered by a court of competent jurisdiction in Bermuda or any taxing jurisdiction or any political subdivision described in the next sentence, whether or not such decision was rendered with respect to the Company, in each case described in (i)-(iv) above occurring after April 1, 2016. The jurisdictions, political subdivisions and taxing authorities referred to in the previous sentence are (a) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent are making payments on the Series I Preferred Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (c) any other jurisdiction in which the Company or a successor is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Common Shares shall mean the common shares of the Company, par value $1.00 per share. Company shall mean PartnerRe Ltd. Cumulative Shares shall mean the Companys Series D Cumulative Redeemable Preferred Shares, Series E Cumulative Redeemable Preferred Shares, Series G Cumulative Redeemable Preferred Shares, Series H Cumulative Redeemable Preferred Shares and any other series of cumulative preferred shares issued by the Company from time to time. Dividend Payment Date shall mean the first day of March, June, September and December in each year, commencing on June 1, 2016; provided, however, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment due on such Dividend Payment Date shall be paid on the Business Day immediately after such Dividend Payment Date. Dividend Periods shall mean quarterly dividend periods commencing on March 1, June 1, September 1 and December 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period which shall commence March 1, 2016 and end on and including May 31, 2016 and other than the Dividend Period during which any Series I Preferred Shares shall be redeemed pursuant to Section 5 hereof, which shall end on and exclude the Call