FINANCIAL OFFICER OF THE PARENT BORROWER TO THE EFFECT THAT NO
DEFAULT OR EVENT OF DEFAULT EXISTS OR, IF ANY DEFAULT OR EVENT OF DEFAULT DOES
EXIST, SPECIFYING THE NATURE AND EXTENT THEREOF, WHICH CERTIFICATE SHALL SET
FORTH THE CALCULATIONS REQUIRED TO ESTABLISH WHETHER THE PARENT BORROWER AND ITS
SUBSIDIARIES WERE IN COMPLIANCE WITH THE PROVISIONS OF SECTIONS 7.03, 7.09, 7.10
AND 7.11, AS AT THE END OF SUCH FISCAL YEAR OR QUARTER, AS THE CASE MAY BE.
(D)
NOTICE OF DEFAULT OR LITIGATION.
(X)
WITHIN FIVE BUSINESS DAYS
AFTER ANY BORROWER BECOMES AWARE OF THE OCCURRENCE OF ANY DEFAULT AND/OR ANY
EVENT OR CONDITION CONSTITUTING, OR WHICH WOULD REASONABLY BE EXPECTED TO HAVE,
A MATERIAL ADVERSE EFFECT, A CERTIFICATE OF A FINANCIAL OFFICER OF SUCH BORROWER
SETTING FORTH THE DETAILS THEREOF AND THE ACTIONS WHICH SUCH BORROWER (OR THE
PARENT BORROWER OR ANY OF ITS SUBSIDIARIES) IS TAKING OR PROPOSES TO TAKE WITH
RESPECT THERETO AND (Y) PROMPTLY AFTER ANY BORROWER KNOWS OF THE COMMENCEMENT
THEREOF, NOTICE OF ANY LITIGATION, DISPUTE OR PROCEEDING INVOLVING A CLAIM
AGAINST ANY BORROWER AND/OR ANY SUBSIDIARY WHICH CLAIM WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
OTHER STATEMENTS AND REPORTS.
PROMPTLY UPON THE MAILING THEREOF
TO THE SECURITY HOLDERS OF THE PARENT BORROWER GENERALLY, COPIES OF ALL
FINANCIAL STATEMENTS, REPORTS AND PROXY STATEMENTS SO MAILED (UNLESS SAME IS
PUBLICLY AVAILABLE VIA THE SEC'S "EDGAR" FILING SYSTEM).
(F)
SEC FILINGS.
PROMPTLY UPON THE FILING THEREOF, (I) COPIES OF ALL
REGISTRATION STATEMENTS (OTHER THAN THE EXHIBITS THERETO AND ANY REGISTRATION
STATEMENTS ON FORM S-8 OR ITS EQUIVALENT) AND ANNUAL, QUARTERLY OR MONTHLY
REPORTS WHICH THE PARENT BORROWER SHALL HAVE FILED WITH THE SEC OR ANY NATIONAL
SECURITIES EXCHANGE (UNLESS SAME IS PUBLICLY AVAILABLE VIA THE SEC'S "EDGAR"
FILING SYSTEM) OR (II) WRITTEN NOTIFICATION OF THE FILING OF A FORM 10-Q OR FORM
10-K WITH THE SEC.
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(G)
INSURANCE REPORTS AND FILINGS.
(I)
PROMPTLY AFTER THE FILING
THEREOF, A COPY OF EACH STATUTORY STATEMENT FILED BY EACH REGULATED INSURANCE
COMPANY.
(ii)
Promptly following the delivery or receipt, as the case may be,
by any Regulated Insurance Company or any of their respective Subsidiaries,
copies of (a) each material registration, filing or submission made by or on
behalf of any Regulated Insurance Company with any Applicable Insurance
Regulatory Authority, except for policy form or rate filings, (b) each material
examination and/or audit report submitted to any Regulated Insurance Company 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 any Borrower
or any Regulated Insurance Company may at any time receive from any Applicable
Insurance Regulatory Authority.
For the purpose of this clause (ii) only,
determinations of "material" shall be made by the Borrowers in good