NOTICE OF AN ENVIRONMENTAL CLAIM IN CONNECTION WITH THE PROPERTIES
OR THE OPERATIONS OF BORROWER OR SUCH SUBSIDIARY OR WITH REGARD TO ANY PERSON
WHOSE LIABILITIES FOR ENVIRONMENTAL MATTERS BORROWER OR
40
SUCH SUBSIDIARY HAS RETAINED OR ASSUMED, IN WHOLE OR IN PART, CONTRACTUALLY,
WHICH, IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE, NOR DOES BORROWER OR ANY SUBSIDIARY HAVE KNOWLEDGE THAT ANY SUCH
NOTICE WILL BE RECEIVED OR IS BEING THREATENED; AND
(D)
HAZARDOUS MATERIALS HAVE NOT BEEN
TRANSPORTED FROM THE PROPERTIES, NOR HAVE HAZARDOUS MATERIALS BEEN GENERATED,
TREATED, STORED OR DISPOSED OF AT, ON OR UNDER ANY OF THE PROPERTIES IN A MANNER
THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO LIABILITY UNDER ANY
ENVIRONMENTAL LAW, NOR HAS BORROWER OR ANY SUBSIDIARY RETAINED OR ASSUMED ANY
LIABILITY CONTRACTUALLY, WITH RESPECT TO THE GENERATION, TREATMENT, STORAGE OR
DISPOSAL OF HAZARDOUS MATERIALS, WHICH TRANSPORTATION, GENERATION, TREATMENT,
STORAGE OR DISPOSAL, OR RETAINED OR ASSUMED LIABILITIES, IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
7.17
INVESTMENTS.
SCHEDULE 7.17 IS A COMPLETE AND
CORRECT DESCRIPTION OF ALL EXISTING INVESTMENTS AS OF THE AGREEMENT DATE.
BORROWER HAS PROVIDED TO LENDER A COMPLETE COPY OF THE INVESTMENT POLICY OF EACH
RIC.
7.18
INTELLECTUAL PROPERTY, ETC.
BORROWER AND EACH
SUBSIDIARY HAVE OBTAINED ALL MATERIAL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE
NAMES, COPYRIGHTS, LICENSES AND OTHER RIGHTS, FREE FROM BURDENSOME RESTRICTIONS,
THAT ARE NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES AS PRESENTLY
CONDUCTED AND AS PROPOSED TO BE CONDUCTED.
7.19
REINSURANCE AGREEMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE F TO THE ANNUAL STATEMENTS FOR EACH RIC FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004, AS MODIFIED BY SCHEDULE F TO THE QUARTERLY STATEMENTS FOR
EACH RIC FOR THE PERIOD ENDING JUNE 30, 2005, THERE ARE NO MATERIAL LIABILITIES
OUTSTANDING AS OF THE AGREEMENT DATE UNDER ANY REINSURANCE AGREEMENT.
EACH
REINSURANCE AGREEMENT IS IN FULL FORCE AND EFFECT; NO RIC OR, TO THE KNOWLEDGE
OF BORROWER, ANY OTHER PARTY THERETO, IS IN BREACH OF OR DEFAULT UNDER ANY SUCH
REINSURANCE AGREEMENT; AND BORROWER HAS NO REASON TO BELIEVE THAT THE FINANCIAL
CONDITION OF ANY OTHER PARTY TO ANY SUCH REINSURANCE AGREEMENT IS IMPAIRED SUCH
THAT A DEFAULT THEREUNDER BY SUCH PARTY COULD REASONABLY BE ANTICIPATED.
EACH
REINSURANCE AGREEMENT IS QUALIFIED UNDER ALL APPLICABLE LAWS TO RECEIVE THE
STATUTORY CREDIT ASSIGNED TO SUCH REINSURANCE AGREEMENT IN THE RELEVANT ANNUAL
STATEMENT OR QUARTERLY STATEMENT AT THE TIME PREPARED.
EXCEPT AS SET FORTH ON
SCHEDULE 7.19, EACH PERSON TO WHOM ANY RIC HAS CEDED ANY MATERIAL LIABILITY
PURSUANT TO ANY REINSURANCE AGREEMENT ON THE AGREEMENT DATE HAS A RATING OF "A-"
OR BETTER BY A.M. BEST.
7.20
RETROCESSION AGREEMENTS.
SCHEDULE 7.20 IS A
COMPLETE AND CORRECT LIST OF ALL RETROCESSION AGREEMENTS TO WHICH BORROWER OR
ANY SUBSIDIARY IS A PARTY, DESCRIBING THE NAMES OF ALL PARTIES TO EACH
AGREEMENT, THE DATE OF EACH AGREEMENT AND THE TERMINATION DATE OF EACH
AGREEMENT.
7.21
SUBSIDIARIES.
THERE ARE NO RESTRICTIONS