furnished) contains, when taken as a whole
as of each date on which the representation and warranty is made or deemed made,
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that, with respect to projected
financial information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.
SECTION 3.16.
INSURANCE LICENSES.
(A)
EACH REGULATED INSURANCE
COMPANY HAS OBTAINED AND MAINTAINS IN FULL FORCE AND EFFECT ALL LICENSES AND
PERMITS FROM ALL REGULATORY AUTHORITIES NECESSARY TO OPERATE IN THE
JURISDICTIONS IN WHICH SUCH REGULATED INSURANCE COMPANY OPERATES, IN EACH CASE
OTHER THAN SUCH LICENSES AND PERMITS THE FAILURE OF WHICH TO OBTAIN OR MAINTAIN,
INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY TO EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
THERE IS (I) NO INSURANCE LICENSE THAT IS
THE SUBJECT OF A PROCEEDING FOR SUSPENSION, REVOCATION OR LIMITATION OR ANY
SIMILAR PROCEEDINGS, (II) NO SUSTAINABLE BASIS FOR SUCH A SUSPENSION, REVOCATION
OR LIMITATION, AND (III) TO THE KNOWLEDGE OF BORROWER, NO SUCH SUSPENSION,
REVOCATION OR LIMITATION THREATENED BY ANY APPLICABLE INSURANCE REGULATORY
AUTHORITY, THAT, IN THE EACH INSTANCE UNDER (I), (II) AND (III) ABOVE, HAS HAD,
OR WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT.
NO REGULATED INSURANCE COMPANY TRANSACTS
ANY INSURANCE BUSINESS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE SUCH
BUSINESS REQUIRES ANY INSURANCE LICENSE OF AN APPLICABLE INSURANCE REGULATORY
AUTHORITY OR SUCH JURISDICTION NOT VALIDLY MAINTAINED BY SUCH REGULATED
INSURANCE COMPANY, EXCEPT TO THE EXTENT THAT THE FAILURE TO SO MAINTAIN HAS NOT
HAD, OR WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT.
ARTICLE IV
CONDITIONS
SECTION 4.01.
Effective Date.
The obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL)
SHALL HAVE RECEIVED FROM EACH PARTY HERETO EITHER (I) A COUNTERPART OF THIS
AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED
SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF
THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS AND DATED THE EFFECTIVE DATE) OF
FRIED FRANK HARRIS SHRIVER & JACOBSON,
LLP, COUNSEL FOR THE BORROWER, SUBSTANTIALLY IN THE FORM OF EXHIBIT B, AND
COVERING SUCH OTHER MATTERS RELATING TO THE BORROWER, THIS
43
AGREEMENT OR THE TRANSACTIONS AS THE REQUIRED LENDERS SHALL REASONABLY REQUEST.
THE BORROWER HEREBY REQUESTS SUCH COUNSEL TO DELIVER SUCH OPINION.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH