faith.
(iii)
As soon as available and in any event within 120 days after the
end of each fiscal year of the Parent Borrower (but subject to the consent of
the actuarial consulting firm referred to below), 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 Borrower and its Subsidiaries on a consolidated basis,
determined in accordance with SAP and stating that the Regulated Insurance
Companies have 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 each such Regulated Insurance
Company in the possession of or available to the Parent Borrower or its
Subsidiaries.
(iv)
Promptly following notification thereof from a Governmental
Authority, notification of the suspension, limitation, termination or
non-renewal of, or the taking of any other materially adverse action in respect
of, any Insurance License.
(H)
BORROWING BASE CERTIFICATE.
NO LATER THAN THE TENTH BUSINESS DAY
OF EACH MONTH, A BORROWING BASE CERTIFICATE FROM EACH DESIGNATED SUBSIDIARY
BORROWER FOR WHOSE ACCOUNT A TRANCHE 1 LETTER OF CREDIT HAS BEEN ISSUED AS OF
THE LAST DAY OF THE IMMEDIATELY PRECEDING MONTH, EXECUTED BY AN AUTHORIZED
OFFICER OF SUCH DESIGNATED SUBSIDIARY BORROWER.
(I)
SECTION 32 DIRECTION.
PROMPTLY FOLLOWING RECEIPT THEREOF BY ARL,
NOTICE OF ANY DIRECTION OR OTHER NOTIFICATION RECEIVED BY ARL FROM THE BERMUDA
MONETARY AUTHORITY PURSUANT TO SECTION 32 OF THE INSURANCE ACT, 1978 OF BERMUDA.
(J)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS, SUCH OTHER
INFORMATION OR EXISTING DOCUMENTS (FINANCIAL OR OTHERWISE) AS THE ADMINISTRATIVE
AGENT OR ANY LENDER MAY REASONABLY REQUEST FROM TIME TO TIME.
(K)
DELIVERY OF INFORMATION.
EACH CREDIT PARTY AND EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT THE ADMINISTRATIVE AGENT AND/OR THE CREDIT PARTIES
MAY MAKE AVAILABLE TO THE LENDERS MATERIALS AND/OR INFORMATION PROVIDED BY OR ON
BEHALF OF ANY CREDIT
77
PARTY UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BY POSTING SUCH
MATERIALS AND/OR INFORMATION ON INTRALINKS OR ANOTHER SIMILAR ELECTRONIC SYSTEM
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE CREDIT PARTIES (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 SECTION 10.12 OF THIS AGREEMENT).
SECTION 6.02.
BOOKS, RECORDS AND INSPECTIONS.
EACH BORROWER WILL (I) KEEP, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO KEEP, PROPER BOOKS OF RECORD AND ACCOUNT
IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP OR SAP, AS
APPLICABLE, SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS
BUSINESS AND ACTIVITIES; AND (II) SUBJECT TO BINDING CONTRACTUAL CONFIDENTIALITY
OBLIGATIONS OF SUCH BORROWER AND ITS SUBSIDIARIES TO THIRD PARTIES AND TO
SECTION 10.12, PERMIT, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO PERMIT,
REPRESENTATIVES OF ANY LENDER (AT SUCH LENDER'S EXPENSE PRIOR TO THE OCCURRENCE
OF AN EVENT