TRANSACT INSURANCE BUSINESS AS
OF THE DATE OF THIS AGREEMENT.
NO SUCH LICENSE, THE LOSS OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, IS THE SUBJECT OF A
PROCEEDING FOR SUSPENSION, LIMITATION OR REVOCATION.
TO THE BORROWER'S
KNOWLEDGE, THERE IS NOT A SUSTAINABLE BASIS FOR SUCH SUSPENSION, LIMITATION OR
REVOCATION, AND NO SUCH SUSPENSION, LIMITATION OR REVOCATION HAS BEEN THREATENED
BY ANY GOVERNMENTAL AUTHORITY.
SCHEDULE 6.22 ALSO INDICATES THE LINE OR LINES
OF INSURANCE IN WHICH EACH SUCH INSURANCE SUBSIDIARY IS ENGAGED AND THE STATE OR
STATES IN WHICH SUCH INSURANCE SUBSIDIARY IS LICENSED TO ENGAGE IN ANY LINE OF
INSURANCE, IN EACH CASE AS OF THE DATE OF THIS AGREEMENT.
THE INSURANCE
SUBSIDIARIES DO NOT TRANSACT ANY BUSINESS, DIRECTLY OR INDIRECTLY, REQUIRING ANY
LICENSE, PERMIT, GOVERNMENTAL APPROVAL, CONSENT OR OTHER AUTHORIZATION OTHER
THAN THOSE LISTED ON SCHEDULE 6.22.
6.23
PARTNERSHIPS.
EXCEPT AS
DISCLOSED IN SCHEDULE 6.23, NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS
A PARTNER OF ANY PARTNERSHIP.
6.24
LINES OF BUSINESS.
SCHEDULE 6.24 SETS FORTH A COMPLETE STATEMENT OF EACH LINE OF BUSINESS CONDUCTED
AS OF THE DATE HEREOF BY THE BORROWER AND EACH OF ITS SUBSIDIARIES (THE
"EXISTING LINES OF BUSINESS").
41
6.25
REINSURANCE PRACTICES.
THE BUSINESS OF EACH INSURANCE SUBSIDIARY IS BEING CONDUCTED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH THE REINSURANCE GUIDELINES.
6.26
SECURITY.
THE PLEDGE
AGREEMENT IS EFFECTIVE TO CREATE AND GIVE THE AGENT, FOR THE BENEFIT OF THE
LENDERS, AS SECURITY FOR THE REPAYMENT OF THE OBLIGATIONS SECURED THEREBY, A
LEGAL, VALID, PERFECTED AND ENFORCEABLE FIRST PRIORITY LIEN UPON AND SECURITY
INTEREST IN THE CAPITAL STOCK PLEDGED THEREBY.
6.27
DISCLOSURE.
NONE OF THE
(A) INFORMATION, EXHIBITS OR REPORTS FURNISHED OR TO BE FURNISHED BY THE
BORROWER OR ANY SUBSIDIARY TO THE AGENT OR TO ANY LENDER IN CONNECTION WITH THE
NEGOTIATION OF THE FACILITY DOCUMENTS, OR (B) REPRESENTATIONS OR WARRANTIES OF
THE BORROWER OR ANY SUBSIDIARY CONTAINED IN THIS AGREEMENT, THE OTHER FACILITY
DOCUMENTS OR ANY OTHER DOCUMENT, CERTIFICATE OR WRITTEN STATEMENT FURNISHED TO
THE AGENT OR THE LENDERS BY OR ON BEHALF OF THE BORROWER OR ANY SUBSIDIARY FOR
USE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE
FACILITY DOCUMENTS CONTAINED, CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITTED, OMITS OR WILL OMIT TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THE SAME WERE MADE.
THERE IS NO FACT KNOWN
TO THE BORROWER (OTHER THAN MATTERS OF A GENERAL ECONOMIC NATURE) THAT HAS HAD
OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND THAT HAS
NOT BEEN DISCLOSED HEREIN OR IN SUCH OTHER DOCUMENTS, CERTIFICATES AND
STATEMENTS FURNISHED TO THE LENDERS FOR USE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
ARTICLE VII
COVENANTS
During the term of this Agreement, unless the Lenders shall otherwise consent in
writing:
7.1
FINANCIAL REPORTING.
THE BORROWER WILL MAINTAIN, FOR