EXCEPT WHERE FAILURE TO
MAINTAIN THE SAME WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 6.10.
FINANCIAL STRENGTH RATINGS.
EACH BORROWER SHALL CAUSE EACH
DESIGNATED SUBSIDIARY BORROWER (OTHER THAN WDCIC) TO MAINTAIN AT ALL TIMES A
FINANCIAL STRENGTH RATING OF AT LEAST "B++" FROM A.M. BEST & CO. (OR ITS
SUCCESSOR); PROVIDED THAT ANY REGULATED INSURANCE COMPANY ACQUIRED OR CREATED
AFTER THE RESTATEMENT EFFECTIVE DATE SHALL NOT BE REQUIRED TO COMPLY WITH THIS
SECTION 6.10 UNTIL THE DATE OCCURRING 180 DAYS AFTER THE DATE OF SUCH
ACQUISITION OR CREATION.
SECTION 6.11.
END OF FISCAL YEARS; FISCAL QUARTERS.
EACH BORROWER WILL CAUSE
(I) EACH OF ITS, AND EACH OF ITS SUBSIDIARIES', FISCAL YEARS TO END ON DECEMBER
31 OF EACH YEAR AND (II) EACH OF ITS, AND EACH OF ITS SUBSIDIARIES', FISCAL
QUARTERS TO END ON DATES WHICH ARE CONSISTENT WITH A FISCAL YEAR END AS
DESCRIBED ABOVE, PROVIDED THAT THE BORROWERS SHALL NOT BE REQUIRED TO COMPLY
WITH THE FOREGOING WITH RESPECT TO ANY SUBSIDIARY OF ANY BORROWER ACQUIRED AFTER
THE RESTATEMENT EFFECTIVE DATE HAVING A FISCAL YEAR ENDING ON A DATE OTHER THAN
DECEMBER 31 AT THE TIME OF SUCH ACQUISITION.
SECTION 6.12.
BORROWING BASE REQUIREMENT.
SUBJECT TO SECTIONS 2.11(F) AND (G),
EACH DESIGNATED SUBSIDIARY BORROWER SHALL AT ALL TIMES CAUSE ITS RESPECTIVE
BORROWING BASE TO EQUAL OR EXCEED THE TRANCHE 1 LETTER OF CREDIT OUTSTANDINGS
ATTRIBUTABLE TO SUCH DESIGNATED SUBSIDIARY BORROWER AT SUCH TIME.
SECTION 6.13.
FURTHER ASSURANCES.
EACH BORROWER SHALL PROMPTLY AND DULY
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AND/OR THE COLLATERAL AGENT SUCH
DOCUMENTS AND ASSURANCES AND TAKE SUCH FURTHER ACTION AS THE ADMINISTRATIVE
AGENT MAY FROM TIME TO TIME
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REASONABLY REQUEST IN ORDER TO CARRY OUT MORE EFFECTIVELY THE INTENT AND PURPOSE
OF THE CREDIT DOCUMENTS AND TO ESTABLISH, PROTECT AND PERFECT THE RIGHTS AND
REMEDIES CREATED OR INTENDED TO BE CREATED IN FAVOR OF THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT OR THE LENDERS PURSUANT TO THE CREDIT DOCUMENTS.
ARTICLE VII
NEGATIVE COVENANTS
Until the Commitments have expired or terminated, no Notes or Letters of Credit
are outstanding (or, in the case of Letters of Credit, such Letters of Credit
are either (i) collateralized by cash and/or Cash Equivalents equal to not less
than 100% of the accounts outstanding or available for drawing in a manner
satisfactory to the Agents or (ii) supported by back-to-back letters of credit
the terms, conditions and issuer of which are satisfactory to the Agents), and
the principal of and interest on each Loan, all Tranche 1 Unpaid Drawings and
Tranche 2 Unpaid Drawings and all fees payable hereunder have been paid in full,
each Borrower covenants and agrees (solely as to itself and its Subsidiaries)
with the Lenders that:
SECTION 7.01.
CHANGES IN BUSINESS AND INVESTMENTS.
NO BORROWER WILL, NOR WILL
IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENGAGE (DIRECTLY OR INDIRECTLY) IN ANY
BUSINESS OTHER THAN BUSINESSES IN WHICH THEY ARE ENGAGED ON THE RESTATEMENT