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
33
RESULTING FROM NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FULL FOOTNOTE DISCLOSURE.
(H)
CUSTODIAL ACCOUNT CERTIFICATE:
THE OBLIGOR SHALL FURNISH
TO THE AGENT A CUSTODIAL ACCOUNT CERTIFICATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT D HERETO (I) NO LATER THAN THE TENTH BUSINESS DAY OF EACH MONTH, (II)
UPON THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, AND (III) AT ANY TIME
AND FROM TIME TO TIME UPON THE REQUEST OF THE AGENT.
(I)
COMPLIANCE CERTIFICATE: THE OBLIGOR SHALL SUPPLY TO
THE AGENT, WITH EACH SET OF FINANCIAL STATEMENTS DELIVERED PURSUANT TO
PARAGRAPHS (A), (B) (F) AND (G) 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.
(J)
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.
(K)
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.
(L)
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 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 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
34
ADEQUACY OF LOSS AND