EFFECTIVE DATE SHALL HAVE BEEN
OBTAINED AND REMAIN IN FULL FORCE AND EFFECT.
(G)
ON THE RESTATEMENT EFFECTIVE DATE, THE PARENT BORROWER AND ITS
SUBSIDIARIES SHALL HAVE NO INDEBTEDNESS EXCEPT (I) OBLIGATIONS, (II)
INDEBTEDNESS UNDER THE LONG-TERM LC FACILITY, (III) INDEBTEDNESS UNDER THE
EXISTING SENIOR NOTES AND (IV) INDEBTEDNESS SET FORTH ON SCHEDULE 4.13.
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(H)
ON THE RESTATEMENT EFFECTIVE DATE, THERE SHALL EXIST NO DEFAULT OR
EVENT OF DEFAULT, AND ALL REPRESENTATIONS AND WARRANTIES MADE BY EACH CREDIT
PARTY CONTAINED HEREIN AND IN ANY OTHER CREDIT DOCUMENT SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (IT BEING UNDERSTOOD AND AGREED THAT ANY
REPRESENTATION OR WARRANTY WHICH BY ITS TERMS IS MADE AS OF A SPECIFIED DATE
SHALL BE REQUIRED TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ONLY AS OF
SUCH SPECIFIED DATE).
(I)
ON THE RESTATEMENT EFFECTIVE DATE, EACH DESIGNATED SUBSIDIARY
BORROWER (OTHER THAN WDCIC) SHALL HAVE AN A.M. BEST FINANCIAL STRENGTH RATING OF
AT LEAST "A-".
(J)
ON THE RESTATEMENT EFFECTIVE DATE, THE BORROWERS SHALL HAVE PAID
THE ADMINISTRATIVE AGENT AND THE LENDERS ALL FEES, REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND EXPENSES OF
THE ADMINISTRATIVE AGENT) AND OTHER COMPENSATION CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS, AGREED UPON BY SUCH PARTIES TO BE PAID ON OR
PRIOR TO THE RESTATEMENT EFFECTIVE DATE.
(K)
ON OR PRIOR TO THE RESTATEMENT EFFECTIVE DATE, THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THE SECURITY AGREEMENT EXECUTED BY
EACH DESIGNATED SUBSIDIARY BORROWER, TOGETHER WITH:
(i)
all documents and instruments, including Uniform Commercial Code
financing statements where applicable, required by law in each applicable
jurisdiction or reasonably requested by the Administrative Agent to be filed,
registered or recorded to create or perfect the Liens intended to be created
under the Security Agreement;
(ii)
results of a recent search of the Uniform Commercial Code (or
equivalent) filings made with respect to each Designated Subsidiary Borrower in
the jurisdictions contemplated in clause (i) above (including, without
limitation, Washington, D.C., and Bermuda) and in such other jurisdictions in
which Collateral is located on the Restatement Effective Date which may be
reasonably requested by the Administrative Agent, and copies of the financing
statements (or similar documents) disclosed by such search and evidence
reasonably satisfactory to the Administrative Agent that the Liens indicated by
such financing statements (or similar documents) are permitted by the Security
Agreement or have been released; and
(iii)
for each Collateral Account, an Account Control Agreement with
The Bank of New York executed by the respective Designated Subsidiary Borrower,
and each such Account Control Agreement shall be in full force and effect;
and the Security Agreement shall be in full force and effect.
(L)
ON THE RESTATEMENT EFFECTIVE DATE, ALL LOANS OUTSTANDING UNDER
THE EXISTING CREDIT AGREEMENT SHALL HAVE BEEN REPAID IN FULL, AND ALL OTHER
AMOUNTS UNDER THE
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EXISTING CREDIT AGREEMENT (OTHER THAN INDEMNITIES NOT THEN DUE AND PAYABLE)
SHALL HAVE BEEN PAID IN FULL.
(M)
ON THE RESTATEMENT EFFECTIVE DATE,