OF COMPANIES
AND, IF APPLICABLE, THE BERMUDA MONETARY AUTHORITY) FOR EACH OF THE PARENT AND
THE OBLIGOR IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT.
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3.1.6
LEGAL OPINIONS:
THE AGENT SHALL HAVE RECEIVED
SIGNED LEGAL OPINIONS OF (I) COUNSEL FOR THE OBLIGOR AND (II) COUNSEL FOR THE
AGENT, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, WHICH OPINIONS
SHALL BE ADDRESSED TO AND ALLOW RELIANCE THEREON BY THE AGENT AND THE ORIGINAL
LENDERS.
3.1.7
ORIGINAL BENEFICIARIES:
EACH ORIGINAL
BENEFICIARY SHALL HAVE RETURNED CANCELLED ALL ORIGINAL LETTERS OF CREDIT ISSUED
TO IT; PROVIDED THAT IN THE CASE OF ORIGINAL LETTERS OF CREDIT ISSUED TO LLOYDS
TSB BANK PLC, AN INDEMNITY WITH RESPECT TO SUCH ORIGINAL LETTERS OF CREDIT SHALL
HAVE BEEN EXECUTED AND DELIVERED TO BARCLAYS BANK PLC AS ISSUING BANK BY LLOYDS
TSB BANK PLC, SUCH INDEMNITY TO BE IN FORM AND SUBSTANCE SATISFACTORY TO
BARCLAYS BANK PLC.
3.1.8
PROCEEDINGS AND DOCUMENTS:
ALL CORPORATE AND
OTHER PROCEEDINGS AND ALL OTHER MATTERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL REGULATORY
AND THIRD PARTY APPROVALS), THE OTHER FUNDAMENTAL DOCUMENTS AND ALL OTHER
DOCUMENTS INCIDENTAL HERETO AND THERETO, INCLUDING ALL OPINIONS OF COUNSEL,
SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE LENDERS.
3.1.9
FINANCIAL INFORMATION:
THE OBLIGOR SHALL HAVE
FURNISHED ALL FINANCIAL DATA AND OTHER INFORMATION REQUESTED BY THE AGENT OR THE
LENDERS.
3.1.10
NO DEFAULT; REPRESENTATIONS AND WARRANTIES:
ON AND
AS OF THE RESTATEMENT DATE, THERE SHALL EXIST NO DEFAULT OR EVENT OF DEFAULT AND
ALL REPRESENTATIONS AND WARRANTIES MADE BY THE OBLIGOR IN THIS AGREEMENT AND
EACH OF THE FUNDAMENTAL DOCUMENTS SHALL BE TRUE AND COMPLETE IN ALL MATERIAL
RESPECTS (IT BEING UNDERSTOOD AND AGREED THAT THE REPRESENTATION OR WARRANTY
THAT IS EXPRESSLY STATED TO HAVE BEEN MADE AS OF A SPECIFIC DATE SHALL BE
REQUIRED TO BE TRUE IN ALL MATERIAL RESPECTS ONLY AS OF SUCH SPECIFIC DATE).
3.1.11
REGULATIONS AND POLICIES:
THERE HAVE BEEN NO
MATERIAL CHANGES IN GOVERNMENTAL REGULATION OR POLICY AFFECTING THE AGENT OR ANY
LENDER IN RESPECT OF THIS AGREEMENT OR THE OBLIGOR.
3.1.12
CONSENTS AND APPROVALS:
THE OBLIGOR AND THE AGENT
SHALL HAVE OBTAINED ALL NECESSARY CONSENTS AND APPROVALS FOR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER FUNDAMENTAL DOCUMENTS.
3.1.13
LENDER'S AUTHORIZATION LETTER:
THE AGENT SHALL HAVE
RECEIVED A SIGNED COPY OF EACH LENDER'S AUTHORIZATION LETTER SUBSTANTIALLY IN
THE FORM OF PART B OF EXHIBIT A HERETO EXECUTED BY EACH LENDER.
3.1.14
COLLATERAL REQUIREMENTS:
THE LENDERS SHALL BE
SATISFIED WITH THE CUSTODIAN AGREEMENT, THE SECURITY AGREEMENT, THE COLLATERAL
ACCOUNT CONTROL AGREEMENT, SUBORDINATION OF THE CUSTODIAN'S LIENS AND ANY OTHER
RELEVANT DOCUMENTATION
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REQUIRED IN RESPECT OF THE
COLLATERAL REQUIREMENTS AND THE OBLIGOR SHALL HAVE MADE OR CAUSED TO BE MADE ALL
SUCH FILINGS AND RECORDINGS IN EACH APPLICABLE JURISDICTION REASONABLY REQUESTED
BY THE AGENT TO BE FILED TO CREATE OR PERFECT THE LIENS INTENDED TO BE CREATED
UNDER THE SECURITY DOCUMENTS.
3.1.15
CUSTODIAL ACCOUNT: THE OBLIGOR SHALL HAVE CONFIRMED
THAT THE