THE END OF SUCH PERIOD AND THE RELATED
SUMMARY CONSOLIDATED STATEMENT OF INCOME OF THE OBLIGOR AND ITS SUBSIDIARIES FOR
SUCH PERIOD AND (IN THE CASE OF THE SECOND AND THIRD QUARTERLY PERIODS) FOR THE
PERIOD FROM THE BEGINNING OF THE CURRENT FISCAL YEAR TO THE END OF SUCH
QUARTERLY PERIOD, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE
CONSOLIDATED FIGURES FOR THE CORRESPONDING PERIODS OF THE PREVIOUS FISCAL YEAR,
ALL IN FORM AND SCOPE CONSISTENT IN ALL MATERIAL RESPECTS WITH THE FINANCIAL
STATEMENTS OF THE OBLIGOR PREVIOUSLY PROVIDED AND CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OR CONTROLLER OF THE OBLIGOR, AS PRESENTING FAIRLY IN ALL
MATERIAL RESPECTS, ON A BASIS CONSISTENT WITH SUCH PRIOR FISCAL PERIODS, THE
INFORMATION CONTAINED THEREIN, SUBJECT TO CHANGES RESULTING FROM NORMAL YEAR-END
AUDIT ADJUSTMENTS AND THE ABSENCE OF FULL FOOTNOTE DISCLOSURE.
(G)
CUSTODIAL ACCOUNT CERTIFICATE AND VALUATION REPORT:
THE OBLIGOR SHALL
FURNISH TO THE AGENT (I) A CUSTODIAL ACCOUNT CERTIFICATE SUBSTANTIALLY IN THE
FORM OF EXHIBIT D HERETO OR IN SUCH OTHER FORM AS MAY BE REASONABLY SATISFACTORY
TO AGENT AND (II) A VALUATION REPORT FROM THE CUSTODIAN, IN EACH CASE (A) NO
LATER THAN THE TENTH BUSINESS DAY OF EACH MONTH, (B) UPON THE OCCURRENCE OF A
DEFAULT OR AN EVENT OF DEFAULT, AND (C) AT ANY TIME AND FROM TIME TO TIME UPON
THE REQUEST OF THE AGENT.
(H)
COMPLIANCE CERTIFICATE: THE OBLIGOR SHALL SUPPLY TO THE AGENT, WITH
EACH SET OF FINANCIAL STATEMENTS DELIVERED PURSUANT TO PARAGRAPHS (E) AND (F) OF
THIS CLAUSE, A COMPLIANCE CERTIFICATE SETTING OUT (IN REASONABLE DETAIL)
COMPUTATIONS AS TO COMPLIANCE WITH SUB-CLAUSES 6.1.2 AND 6.1.3 OF CLAUSE 6
(EVENTS OF DEFAULT DEFINED) AS AT THE DATE AS AT WHICH THOSE FINANCIAL
STATEMENTS WERE DRAWN UP. EACH COMPLIANCE CERTIFICATE SHALL BE SIGNED BY THE
CHIEF FINANCIAL OFFICER OR CONTROLLER OF THE OBLIGOR.
(I)
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.
36
(J)
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.
(K)
INSURANCE REPORTS AND FILINGS:
(I)
PROMPTLY FOLLOWING THE DELIVERY OR RECEIPT, AS THE CASE MAY BE, BY THE
OBLIGOR, COPIES OF (A) EACH MATERIAL REGISTRATION, FILING OR SUBMISSION MADE BY
OR ON BEHALF OF THE OBLIGOR WITH ANY APPLICABLE INSURANCE REGULATORY AUTHORITY,
EXCEPT FOR POLICY FORM OR RATE FILINGS, (B) EACH MATERIAL EXAMINATION AND/OR
AUDIT REPORT SUBMITTED TO THE OBLIGOR BY ANY APPLICABLE INSURANCE REGULATORY
AUTHORITY, (C) ALL MATERIAL INFORMATION WHICH THE LENDERS MAY FROM TIME TO TIME
REQUEST WITH RESPECT TO THE NATURE OR STATUS OF ANY MATERIAL DEFICIENCIES OR
VIOLATIONS REFLECTED IN ANY EXAMINATION REPORT OR OTHER SIMILAR REPORT, AND
(D) EACH MATERIAL REPORT, ORDER, DIRECTION, INSTRUCTION, APPROVAL,
AUTHORIZATION, LICENSE OR OTHER NOTICE WHICH THE OBLIGOR MAY AT