UP.
EACH COMPLIANCE CERTIFICATE SHALL BE SIGNED BY THE
CHIEF FINANCIAL OFFICER OR CONTROLLER OF THE OBLIGOR.
(J)
NOTIFICATION OF DEFAULT:
THE OBLIGOR SHALL NOTIFY
THE AGENT OF THE OCCURRENCE OF ANY DEFAULT (AND OF ANY ACTION TAKEN OR PROPOSED
TO BE TAKEN TO REMEDY IT) OR EVENT OF DEFAULT PROMPTLY AFTER BECOMING AWARE OF
IT.
(K)
MATERIAL LITIGATION:
THE OBLIGOR SHALL NOTIFY THE AGENT
OF ANY LITIGATION PROCEEDINGS CURRENT, OR TO ITS KNOWLEDGE PENDING OR
THREATENED, IN WRITING WHICH ARE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
5.1.3
MINIMUM RATING:
THE OBLIGOR SHALL AT ALL TIMES
MAINTAINS A MINIMUM AM BEST FINANCIAL STRENGTH RATING OF B++.
5.1.4
MAINTENANCE OF ADJUSTED COLLATERAL VALUE:
THE
OBLIGOR SHALL AT ALL TIMES MAINTAIN COLLATERAL IN THE CUSTODIAL ACCOUNT
MAINTAINED IN ITS NAME IN AN AMOUNT SUCH THAT THE ADJUSTED COLLATERAL VALUE
(DETERMINED ON A DAILY BASIS) IS NOT LESS THAN THE SUM OF ALL AMOUNTS THEN
OUTSTANDING WITH RESPECT TO THE SUM OF THE LETTER OF CREDIT OBLIGATIONS AND
REIMBURSEMENT OBLIGATIONS, TAKING INTO ACCOUNT THE CALCULATIONS SET FORTH IN
THIS SUB-CLAUSE 5.1.4 (MAINTENANCE OF ADJUSTED COLLATERAL VALUE) WHICH PROVIDE
FOR ADJUSTED COLLATERAL VALUE AND ISSUANCE OF LETTER(S) OF CREDIT IN POUNDS
STERLING, EUROS OR U.S. DOLLARS AS APPLICABLE.
IF THE OBLIGOR REQUESTS THAT THE
ISSUER ISSUE LETTER(S) OF CREDIT IN A CURRENCY OTHER THAN U.S. DOLLARS, THE
OBLIGOR SHALL DEPOSIT COLLATERAL IN THE CUSTODIAL ACCOUNT THE ADJUSTED
COLLATERAL VALUE OF WHICH, IN THE SAME CURRENCY AS THE LETTER OF CREDIT
REQUESTED, SHALL BE THE EQUIVALENT OF THE FACE AMOUNT OF THE REQUESTED NON-U.S.
DOLLAR LETTER(S) OF CREDIT.
IF, AT ANY TIME, THE OBLIGOR REQUESTS A LETTER OF
CREDIT AND DEPOSITS INTO THE CUSTODIAL ACCOUNT INVESTMENTS WHICH ARE NOT THE
SAME CURRENCY AS THE REQUESTED LETTER OF CREDIT, THE OBLIGOR MUST MAINTAIN AN
ADJUSTED COLLATERAL VALUE OF NOT LESS THAN 110% OF THE DOLLAR EQUIVALENT OF THE
FACE AMOUNT OF SUCH REQUESTED LETTER OF CREDIT.
THE OBLIGOR AGREES THAT IF THE
REQUIRED ADJUSTED COLLATERAL VALUE OF THE COLLATERAL IN THE CUSTODIAL ACCOUNT IS
LESS THAN THE SUM OF THE LETTER OF CREDIT OBLIGATIONS AND THE REIMBURSEMENT
OBLIGATIONS, THE AGENT MAY REQUIRE THE OBLIGOR TO PAY TO THE CUSTODIAN THE
AMOUNT OF ANY SUCH DEFICIENCY, WHICH AMOUNT SHALL BE PAYABLE BY NO LATER THAN
5:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY IMMEDIATELY FOLLOWING THE DATE OF
NOTICE BY THE AGENT AND WHICH PAYMENT SHALL BE DEPOSITED BY THE CUSTODIAN INTO
THE APPLICABLE CUSTODIAL ACCOUNT IN THE FORM OF CASH OR INVESTMENTS.
AT ANY
TIME, OTHER THAN AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF A DEFAULT
OR AN EVENT OF DEFAULT, THE OBLIGOR MAY SUBSTITUTE COLLATERAL TO THE EXTENT SUCH
SUBSTITUTION ARISES FROM NORMAL TRADE ACTIVITIES WITHIN THE CUSTODIAL ACCOUNT IN
ACCORDANCE WITH THE PROVISIONS OF CLAUSE 1 OF THE SECURITY AGREEMENT BETWEEN THE
OBLIGOR AND THE SECURITY AGENT.
31
5.1.5
ERISA:
THE OBLIGOR SHALL NOT:
(A)
ALLOW, OR PERMIT ANY OF ITS ERISA AFFILIATES WHICH ARE
SUBSIDIARIES OF THE OBLIGOR TO