OR MAKE SUCH A FILING WITHOUT IT BEING
OBJECTED TO, WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.19.
SECURITY DOCUMENTS.
THE SECURITY DOCUMENTS CREATE, AS SECURITY
FOR THE TRANCHE 1 OBLIGATIONS OF EACH DESIGNATED SUBSIDIARY BORROWER, VALID AND
ENFORCEABLE SECURITY INTERESTS IN AND LIENS ON ALL OF THE COLLATERAL, SUPERIOR
TO AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS AND SUBJECT TO NO OTHER LIENS.
NO FILINGS OR RECORDINGS ARE REQUIRED IN ORDER TO ENSURE THE ENFORCEABILITY,
PERFECTION OR PRIORITY OF THE SECURITY INTERESTS CREATED UNDER THE SECURITY
DOCUMENTS, EXCEPT FOR FILINGS OR RECORDINGS WHICH HAVE BEEN PREVIOUSLY MADE.
SECTION 4.20.
NO SECTION 32 DIRECTION.
ARL HAS NOT RECEIVED ANY DIRECTION OR
OTHER NOTIFICATION FROM THE BERMUDA MONETARY AUTHORITY PURSUANT TO SECTION 32 OF
THE INSURANCE ACT, 1978 OF BERMUDA.
ARTICLE V
CONDITIONS
SECTION 5.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS AND
THE ISSUING AGENT TO ISSUE LETTERS OF CREDIT HEREUNDER SHALL NOT BECOME
EFFECTIVE UNTIL THE DATE
70
(THE "EFFECTIVE DATE") ON WHICH EACH OF THE FOLLOWING CONDITIONS IS SATISFIED
(OR WAIVED IN ACCORDANCE WITH SECTION 10.02):
(A)
ON THE EFFECTIVE DATE, (I) EACH OF THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS SHALL HAVE SIGNED A COPY HEREOF
(WHETHER THE SAME OR DIFFERENT COPIES) AND SHALL HAVE DELIVERED THE SAME TO THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 10.01(A) OR, IN THE CASE OF THE
LENDERS, SHALL HAVE GIVEN TO THE ADMINISTRATIVE AGENT TELEPHONIC (CONFIRMED IN
WRITING), WRITTEN OR FACSIMILE TRANSMISSION NOTICE (ACTUALLY RECEIVED) IN
ACCORDANCE WITH SECTION 10.01(A) THAT THE SAME HAS BEEN SIGNED AND MAILED TO THE
ADMINISTRATIVE AGENT; AND (II) THERE SHALL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER THAT HAS REQUESTED THE SAME
PURSUANT TO SECTION 2.09(E) OR (F), AS THE CASE MAY BE, THE APPROPRIATE NOTE OR
NOTES, EXECUTED BY THE RESPECTIVE TRANCHE 2/3 BORROWER, IN EACH CASE, IN THE
AMOUNT, MATURITY AND AS OTHERWISE PROVIDED HEREIN.
(B)
ON THE EFFECTIVE DATE, THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AN OPINION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS AND DATED THE EFFECTIVE DATE, FROM (I) CAHILL, GORDON & REINDEL LLP,
SPECIAL U.S. COUNSEL TO THE CREDIT PARTIES, WHICH OPINION SHALL COVER THE
MATTERS CONTAINED IN EXHIBIT G-1 HERETO, (II) CONYERS, DILL & PEARMAN, SPECIAL
BERMUDA COUNSEL TO THE CREDIT PARTIES, WHICH OPINION SHALL COVER THE MATTERS
COVERED IN EXHIBIT G-2 HERETO, (III) INGLISH AND MONACO, P.C., SPECIAL MISSOURI
COUNSEL TO AIC, WHICH OPINION SHALL COVER THE MATTERS COVERED IN EXHIBIT G-3,
(IV) LAMSON, DUGAN & MURRAY, LLP, SPECIAL NEBRASKA COUNSEL TO ARC AND AESIC,
WHICH OPINION SHALL COVER THE MATTERS COVERED IN EXHIBIT G-4 AND (V) QUARLES &
BRADY LLP, SPECIAL WISCONSIN COUNSEL TO ASIC AND WDCIC, WHICH OPINION SHALL
COVER THE MATTERS COVERED IN EXHIBIT G-5.
(C)
(I) ON THE EFFECTIVE DATE, THE ADMINISTRATIVE