THOSE LISTED ON SCHEDULE 4.15, WHERE
SUCH BUSINESS REQUIRES ANY INSURANCE LICENSE OF AN APPLICABLE INSURANCE
REGULATORY AUTHORITY OR SUCH JURISDICTION.
SECTION 4.16.
INSURANCE BUSINESS.
ALL INSURANCE POLICIES ISSUED BY ANY
REGULATED INSURANCE COMPANY ARE, TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, ON
FORMS APPROVED BY THE INSURANCE REGULATORY AUTHORITIES OF THE JURISDICTION WHERE
ISSUED OR HAVE BEEN FILED WITH AND NOT OBJECTED TO BY SUCH AUTHORITIES WITHIN
THE PERIOD PROVIDED FOR OBJECTION, EXCEPT FOR THOSE FORMS WITH RESPECT TO WHICH
A FAILURE TO OBTAIN SUCH APPROVAL OR MAKE SUCH A FILING WITHOUT IT BEING
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OBJECTED TO, WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.17.
SECURITY DOCUMENTS.
THE SECURITY DOCUMENTS CREATE, AS SECURITY
FOR THE TRANCHE 1 OBLIGATIONS OF EACH DESIGNATED SUBSIDIARY BORROWER, VALID AND
ENFORCEABLE SECURITY INTERESTS IN AND LIENS ON ALL OF THE COLLATERAL, SUPERIOR
TO AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS AND SUBJECT TO NO OTHER LIENS.
NO FILINGS OR RECORDINGS ARE REQUIRED IN ORDER TO ENSURE THE ENFORCEABILITY,
PERFECTION OR PRIORITY OF THE SECURITY INTERESTS CREATED UNDER THE SECURITY
DOCUMENTS, EXCEPT FOR FILINGS OR RECORDINGS WHICH HAVE BEEN PREVIOUSLY MADE.
SECTION 4.18.
NO SECTION 32 DIRECTION.
ARL HAS NOT RECEIVED ANY DIRECTION OR
OTHER NOTIFICATION FROM THE BERMUDA MONETARY AUTHORITY PURSUANT TO SECTION 32 OF
THE INSURANCE ACT, 1978 OF BERMUDA.
ARTICLE V
CONDITIONS
SECTION 5.01.
RESTATEMENT EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO
MAKE LOANS AND THE ISSUING AGENT TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT
BECOME EFFECTIVE UNTIL THE DATE (THE "RESTATEMENT EFFECTIVE DATE") ON WHICH EACH
OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION
10.02):
(A)
ON THE RESTATEMENT EFFECTIVE DATE, (I) EACH OF THE CREDIT PARTIES,
THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS SHALL HAVE SIGNED A COUNTERPART
HEREOF (WHETHER THE SAME OR DIFFERENT COUNTERPARTS) AND SHALL HAVE DELIVERED THE
SAME TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 10.01(A) OR, IN THE
CASE OF THE LENDERS, SHALL HAVE GIVEN TO THE ADMINISTRATIVE AGENT TELEPHONIC
(CONFIRMED IN WRITING), WRITTEN OR FACSIMILE TRANSMISSION NOTICE (ACTUALLY
RECEIVED) IN ACCORDANCE WITH SECTION 10.01(A) THAT THE SAME HAS BEEN SIGNED AND
MAILED TO THE ADMINISTRATIVE AGENT; AND (II) THERE SHALL HAVE BEEN DELIVERED TO
THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER THAT HAS REQUESTED THE
SAME PURSUANT TO SECTION 2.09(E) OR (F), AS THE CASE MAY BE, THE APPROPRIATE
NOTE OR NOTES, EXECUTED BY THE RESPECTIVE TRANCHE 2/3 BORROWER, IN EACH CASE, IN
THE AMOUNT, MATURITY AND AS OTHERWISE PROVIDED HEREIN.
(B)
ON THE RESTATEMENT EFFECTIVE DATE, THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED AN OPINION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS AND DATED THE RESTATEMENT EFFECTIVE DATE, FROM (I) CAHILL GORDON &
REINDEL LLP, SPECIAL U.S. COUNSEL TO THE CREDIT PARTIES, WHICH OPINION SHALL
COVER THE MATTERS CONTAINED IN EXHIBIT G-1, (II) CONYERS, DILL & PEARMAN,
SPECIAL