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
(b)
the Parent Borrower Guaranty shall terminate or cease, in whole or part, to
be a legally valid and binding obligation of the Parent Borrower, if the Parent
Borrower, or any Person acting for or on behalf of the Parent Borrower, shall
contest such validity or binding nature of the Parent Borrower 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
102
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
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 ENFORCE ITS
CLAIMS AGAINST ANY BORROWER, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR IN
THIS AGREEMENT (PROVIDED THAT IF AN EVENT OF DEFAULT SPECIFIED IN SECTION 8.05
SHALL OCCUR WITH RESPECT TO ANY BORROWER, THE RESULT WHICH WOULD OCCUR UPON THE
GIVING OF WRITTEN NOTICE BY THE ADMINISTRATIVE AGENT AS SPECIFIED IN CLAUSES (I)
AND (II) BELOW SHALL OCCUR AUTOMATICALLY WITHOUT THE GIVING OF ANY SUCH
NOTICE):
(I) DECLARE THE COMMITMENTS (OR THE UNUSED PORTION THEREOF)
TERMINATED, WHEREUPON THE COMMITMENT OF EACH LENDER (OR SUCH UNUSED PORTION)
SHALL FORTHWITH TERMINATE IMMEDIATELY AND ANY FACILITY FEES AND ANY UTILIZATION
FEES SHALL FORTHWITH BECOME DUE AND PAYABLE WITHOUT ANY OTHER NOTICE OF ANY
KIND, (II) DECLARE THE PRINCIPAL OF, AND ANY ACCRUED INTEREST IN RESPECT OF, ALL
LOANS AND ALL OTHER OBLIGATIONS OWING HEREUNDER AND UNDER THE OTHER CREDIT
DOCUMENTS TO BE, WHEREUPON THE SAME SHALL BECOME, FORTHWITH DUE AND PAYABLE
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY WAIVED BY EACH BORROWER, (III) TERMINATE ANY LETTER OF CREDIT OR GIVE
A NOTICE OF NON-EXTENSION IN RESPECT THEREOF IF