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.
(M)
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.
(N)
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.
(O)
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
35
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 AGENT ISSUE ON BEHALF OF THE LENDERS 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,