ANY TIME RECEIVE
FROM ANY APPLICABLE INSURANCE REGULATORY AUTHORITY. FOR THE PURPOSE OF THIS
CLAUSE (I) ONLY, DETERMINATIONS OF "MATERIAL" SHALL BE MADE BY THE OBLIGOR IN
GOOD FAITH.
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 120 DAYS AFTER THE END OF
EACH FISCAL YEAR OF THE PARENT, A REPORT BY AN INDEPENDENT ACTUARIAL CONSULTING
FIRM OF RECOGNIZED NATIONAL STANDING REVIEWING THE ADEQUACY OF LOSS AND LOSS
ADJUSTMENT EXPENSE RESERVES AS AT THE END OF THE LAST FISCAL YEAR OF THE PARENT
AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS, DETERMINED IN ACCORDANCE WITH SAP
AND STATING THAT THE PARENT HAS MAINTAINED ADEQUATE RESERVES, IT BEING AGREED
THAT IN EACH CASE SUCH INDEPENDENT FIRM WILL BE PROVIDED ACCESS TO OR COPIES OF
ALL RELEVANT VALUATIONS RELATING TO THE INSURANCE BUSINESS OF THE PARENT IN THE
POSSESSION OF OR AVAILABLE TO THE PARENT AND THAT THE FURNISHING BY THE OBLIGOR
OF SUCH REPORT SHALL BE SUBJECT TO THE CONSENT OF SUCH INDEPENDENT FIRM.
(III)
PROMPTLY FOLLOWING NOTIFICATION THEREOF FROM A GOVERNMENTAL AUTHORITY,
NOTIFICATION OF THE SUSPENSION, LIMITATION, TERMINATION OR NON-RENEWAL OF, OR
THE TAKING OF ANY OTHER MATERIAL ADVERSE ACTION IN RESPECT OF, ANY INSURANCE
LICENSE.
(L)
SECTION 32 DIRECTION:
PROMPTLY FOLLOWING RECEIPT THEREOF BY THE
OBLIGOR, NOTICE OF ANY DIRECTION OR OTHER NOTIFICATION BY THE OBLIGOR FROM THE
BERMUDA MONETARY AUTHORITY PURSUANT TO SECTION 32 OF THE INSURANCE ACT, 1978 OF
BERMUDA.
37
(M)
KNOW YOUR CUSTOMER:
PROMPTLY UPON THE REASONABLE REQUEST OF THE AGENT
(FOR ITSELF OR ON BEHALF OF ANY LENDER), SUPPLY, OR PROCURE THE SUPPLY OF, SUCH
DOCUMENTATION AND OTHER EVIDENCE AS IS REASONABLY REQUESTED BY THE AGENT IN
ORDER FOR THE AGENT OR A LENDER TO CARRY OUT AND BE SATISFIED WITH THE RESULTS
OF ALL NECESSARY "KNOW YOUR CUSTOMER" OR OTHER SIMILAR CHECKS UNDER ALL
APPLICABLE LAWS AND REGULATIONS PURSUANT TO THE TRANSACTIONS CONTEMPLATED IN THE
FUNDAMENTAL DOCUMENTS.
(N)
DELIVERY OF INFORMATION:
THE OBLIGOR AND EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT THE AGENT AND/OR THE OBLIGOR MAY MAKE AVAILABLE TO
THE LENDERS MATERIAL AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE OBLIGOR
UNDER THIS AGREEMENT OR ANY OTHER FUNDAMENTAL DOCUMENT BY POSTING SUCH MATERIALS
AND/OR INFORMATION ON INTRALINKS OR ANOTHER SIMILAR ELECTRONIC SYSTEM REASONABLY
ACCEPTABLE TO THE AGENT AND THE OBLIGOR (IT BEING UNDERSTOOD AND AGREED THAT THE
POSTING OF SUCH MATERIALS AND/OR INFORMATION ON INTRALINKS OR ANOTHER SIMILAR
ELECTRONIC SYSTEM SHALL NOT BE DEEMED A VIOLATION OF CLAUSE 9.11
(CONFIDENTIALITY) OF THIS AGREEMENT).
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. THE OBLIGOR
AGREES THAT IF THE