COMPLIANCE ISSUED BY THE BERMUDA REGULATORY AUTHORITIES (REGISTRAR 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.
3.1.6
LEGAL OPINIONS:
THE AGENT SHALL HAVE RECEIVED SIGNED LEGAL
OPINIONS OF (A) COUNSEL FOR THE OBLIGOR AND (B) 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 AGREEMENT:
THE AGENT SHALL HAVE RECEIVED EVIDENCE THAT
(A) THE OBLIGOR SHALL HAVE REPAID IN FULL ALL INDEBTEDNESS OUTSTANDING UNDER THE
ORIGINAL AGREEMENT, (B) THE OBLIGOR SHALL HAVE TERMINATED ALL COMMITMENTS TO
ISSUE LETTERS OF CREDIT, LEND OR MAKE OTHER EXTENSIONS OF CREDIT THEREUNDER,
(C) THE OBLIGOR HAS DELIVERED ALL DOCUMENTS OR INSTRUMENTS NECESSARY TO RELEASE
ALL LIENS SECURING INDEBTEDNESS OR OTHER OBLIGATIONS OF THE OBLIGOR THEREUNDER
AND (D) EACH ORIGINAL BENEFICIARY SHALL HAVE RETURNED CANCELLED ALL ORIGINAL
LETTERS OF CREDIT ISSUED TO IT, IN EACH CASE WITH EFFECT NO LATER THAN THE FIRST
ISSUE DATE.
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.
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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
CLOSING 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 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