ITS SUBSIDIARIES OR ANY OF
ITS ERISA AFFILIATES SHALL BE REASONABLY LIKELY IN THE OPINION OF THE GENERAL
COUNSEL OF SUCH BORROWER TO INCUR A LIABILITY TO A PLAN, A MULTIEMPLOYER PLAN, A
FOREIGN PENSION PLAN OR PBGC (OR ANY COMBINATION OF THE FOREGOING) WHICH COULD
REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT; OR
SECTION 8.07.
JUDGMENTS.
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED
AGAINST THE PARENT BORROWER OR ANY OF ITS SUBSIDIARIES INVOLVING A LIABILITY,
NET OF UNDISPUTED INSURANCE AND REINSURANCE, OF $25,000,000 OR MORE IN THE CASE
OF ANY ONE SUCH JUDGMENT OR DECREE OR IN THE AGGREGATE FOR ALL SUCH JUDGMENTS
AND DECREES FOR THE PARENT BORROWER AND ITS SUBSIDIARIES AND ANY SUCH JUDGMENTS
OR DECREES SHALL NOT HAVE BEEN VACATED, DISCHARGED, SATISFIED, STAYED OR BONDED
PENDING APPEAL WITHIN 60 DAYS FROM THE ENTRY THEREOF; OR
SECTION 8.08.
INSURANCE LICENSES.
ANY ONE OR MORE INSURANCE LICENSES OF THE
PARENT BORROWER OR ANY OF ITS SUBSIDIARIES SHALL BE SUSPENDED, LIMITED OR
TERMINATED OR SHALL NOT BE RENEWED, OR ANY OTHER ACTION SHALL BE TAKEN BY ANY
GOVERNMENTAL AUTHORITY, AND SUCH ACTION WOULD REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT; OR
SECTION 8.09.
INTERMEDIATE HOLDINGS GUARANTY.
THE INTERMEDIATE HOLDINGS
GUARANTY SHALL TERMINATE OR CEASE, IN WHOLE OR PART, TO BE A LEGALLY VALID AND
BINDING OBLIGATION OF THE GUARANTOR, IF THE GUARANTOR, OR ANY PERSON ACTING FOR
OR ON BEHALF OF THE GUARANTOR, SHALL CONTEST SUCH VALIDITY OR BINDING NATURE OF
THE INTERMEDIATE HOLDINGS GUARANTY, OR ANY OTHER PERSON SHALL ASSERT ANY OF THE
FOREGOING; OR
SECTION 8.10.
SECURITY DOCUMENTS.
ANY SECURITY DOCUMENT SHALL CEASE TO BE IN
FULL FORCE AND EFFECT, OR SHALL CEASE TO GIVE THE COLLATERAL AGENT THE LIENS,
RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE CREATED THEREBY (INCLUDING,
WITHOUT LIMITATION, A FIRST PRIORITY SECURITY INTEREST IN, AND LIEN ON, ALL OF
THE COLLATERAL SUBJECT THERETO, IN FAVOR OF THE COLLATERAL AGENT, SUPERIOR TO
AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS AND SUBJECT TO NO OTHER LIENS); OR
ANY DESIGNATED SUBSIDIARY BORROWER PARTY TO ANY SECURITY DOCUMENTS OR ANY OTHER
PLEDGOR THEREUNDER SHALL DEFAULT IN ANY MATERIAL RESPECT IN THE DUE PERFORMANCE
OR OBSERVANCE OF ANY TERM, COVENANT OR AGREEMENT ON ITS PART TO BE PERFORMED OR
OBSERVED PURSUANT TO ANY SECURITY DOCUMENT; OR
SECTION 8.11.
CHANGE OF CONTROL.
A CHANGE IN CONTROL SHALL OCCUR; OR
90
SECTION 8.12.
SECTION 32 DIRECTION.
ARL SHALL RECEIVE ANY DIRECTION OR OTHER
NOTIFICATION FROM THE BERMUDA MONETARY AUTHORITY PURSUANT TO SECTION 32 OF THE
INSURANCE ACT, 1978 OF BERMUDA;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to the Parent Borrower, take
any or all of the following actions, without prejudice to the rights of the
Administrative Agent or any Lender to