As used herein:
Applicable Supervisory Regulations means such insurance supervisory laws, rules and regulations relating to group supervision or the supervision of single insurance entities, as applicable, which are applicable to the Guarantor or the Insurance Group, and which shall initially mean the Group Rules until such time when the BMA no longer has jurisdiction or responsibility to regulate the Guarantor or the Insurance Group.
BMA means the Bermuda Monetary Authority, or, should the Bermuda Monetary Authority no longer have jurisdiction or responsibility to regulate the Issuer or the Insurance Group, as the context requires, a regulator which is otherwise subject to Applicable Supervisory Regulations.
BMA Approval means the BMA has given, and not withdrawn by the applicable redemption date, its prior consent to the redemption of such Senior Notes.
ECR means the enhanced capital and surplus requirement applicable to the Insurance Group and as defined in the Insurance Act, or, should the Insurance Act or the Group Rules no longer apply to the Insurance Group, any and all other solvency capital requirements defined in the Applicable Supervisory Regulations.
Enhanced Capital Requirement means the ECR or any other requirement to maintain assets applicable to the Issuer or in respect of the Insurance Group, as applicable, pursuant to the Applicable Supervisory Regulations.
Group Solvency Standards means the Bermuda Insurance (Prudential Standards) (Insurance Group Solvency Requirement) Rules 2011, as those rules and regulations may be amended or replaced from time to time.
Group Supervision Rules means the Bermuda Insurance (Group Supervision) Rules 2011, as those rules and regulations may be amended or replaced from time to time.
Insurance Act means the Bermuda Insurance Act 1978, as amended from time to time.
Insurance Group means all subsidiaries of the Guarantor that are regulated insurance or reinsurance companies (or part of such regulatory group) pursuant to the Applicable Supervisory Regulations.
8. Limitation on Liens. Solely with respect to the Senior Notes, Section 3.9 of the Indenture is replaced in its entirety as follows:
Neither the Guarantor nor any of its Restricted Subsidiaries may issue, assume, incur, suffer to exist or guarantee any indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance, directly or indirectly, upon any shares of the Voting Shares of a Restricted Subsidiary which shares are owned by the Guarantor or its Restricted Subsidiaries.
This restriction does not apply to: (i) liens existing at the time a corporation becomes the Guarantors Restricted Subsidiary; (ii) liens to secure indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary, but only as long as the indebtedness is owned or held by the Issuer or such Restricted Subsidiary; (iii) any renewal, replacement or extension of existing (or successive extensions, renewals or replacements) liens; and (iv) shares of subsidiaries that are not Restricted Subsidiaries.
9. No Impairment of Obligation to Pay Interest. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, as herein prescribed.