EACH
FISCAL YEAR, AS TO SUCH RIC'S COMPLIANCE OR NONCOMPLIANCE WITH EACH OF THE NAIC
TESTS, (III)
AFTER RECEIPT THEREOF, A COPY OF ANY NOTICE OF TERMINATION,
CANCELLATION OR RECAPTURE OF ANY REINSURANCE AGREEMENT OR RETROCESSION AGREEMENT
TO WHICH A RIC IS A PARTY TO THE EXTENT SUCH TERMINATION, CANCELLATION OR
RECAPTURE IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, (IV)
AND IN ANY EVENT
WITHIN TEN BUSINESS DAYS AFTER RECEIPT THEREOF, COPIES OF ANY NOTICE OF ACTUAL
SUSPENSION, TERMINATION OR REVOCATION OF ANY LICENSE OF ANY RIC BY ANY INSURANCE
REGULATOR, INCLUDING ANY REQUEST BY AN INSURANCE REGULATOR WHICH COMMITS A RIC
TO TAKE OR REFRAIN FROM TAKING ANY ACTION AND WHICH, IF SUCH RIC FAILS TO COMPLY
WITH SUCH REQUEST, WOULD AFFECT THE AUTHORITY OF SUCH RIC TO CONDUCT ITS
BUSINESS, AND (V)
AND IN ANY EVENT WITHIN THIRTY BUSINESS DAYS AFTER BORROWER
OR ANY OF ITS SUBSIDIARIES OBTAINS KNOWLEDGE THEREOF, NOTICE OF ANY ACTUAL
CHANGE IN THE INSURANCE LAWS ENACTED IN ANY STATE IN WHICH ANY RIC IS DOMICILED
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(O)
A.M. BEST.
NOT LATER THAN 15 DAYS AFTER
RECEIPT BY BORROWER, A COPY OF (I) EACH A.M. BEST REPORT, IF ANY, WITH RESPECT
TO BORROWER OR ANY OF ITS SUBSIDIARIES, AND (II) ALL CORRESPONDENCE FROM A.M.
BEST TO BORROWER OR ANY OF ITS SUBSIDIARIES THE CONTENTS OF WHICH (A) RELATE TO
A PROBABLE DOWNGRADE OF THE A.M. BEST RATING OF ANY RIC OR (B) DESCRIBE OR
RELATE TO A CIRCUMSTANCE THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(P)
MATERIAL ADVERSE EFFECT.
PROMPTLY UPON THE
OCCURRENCE OR KNOWLEDGE OF THE EXISTENCE THEREOF, WRITTEN NOTICE DESCRIBING A
CONDITION, SITUATION OR EVENT THAT HAS OR IS REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
32
(Q)
REQUESTED INFORMATION.
WITH REASONABLE
PROMPTNESS, SUCH OTHER DATA, INCLUDING ANY MANAGEMENT REPORTS TO THE BOARD OF
DIRECTORS OF BORROWER OR ANY OF ITS SUBSIDIARIES, AND INFORMATION AS FROM TIME
TO TIME MAY BE REASONABLY REQUESTED BY LENDER.
5.3
INSPECTION.
(A) IF NO EVENT OF DEFAULT
EXISTS, UPON REASONABLE PRIOR NOTICE, AND (B) IF AN EVENT OF DEFAULT EXISTS,
UPON REQUEST BY LENDER, PERMIT LENDER OR ANY REPRESENTATIVES OF LENDER TO VISIT
AND INSPECT ANY OF ITS PROPERTIES, TO EXAMINE ALL BOOKS OF ACCOUNT, RECORDS,
REPORTS AND OTHER PAPERS, TO MAKE COPIES AND EXTRACTS THEREFROM, AND TO DISCUSS
THE AFFAIRS, FINANCES AND ACCOUNTS WITH ITS OFFICERS, EMPLOYEES, ACTUARIES AND
AUDITORS (AND BY THIS PROVISION BORROWER AUTHORIZES ACTUARIES AND AUDITORS TO
DISCUSS WITH LENDER AND ITS REPRESENTATIVES THE FINANCES AND AFFAIRS OF BORROWER
AND ITS SUBSIDIARIES).
ALL REASONABLE COSTS AND EXPENSES OF LENDER RELATED TO
THE FIRST SUCH INSPECTION DURING EACH FISCAL YEAR CONDUCTED WHEN NO EVENT OF
DEFAULT EXISTS SHALL BE A PART OF THE OBLIGATIONS AND PAID BY BORROWER TO LENDER
WITHIN TEN DAYS AFTER DEMAND BY LENDER.
ALL COSTS AND EXPENSES OF LENDER
RELATED TO EACH SUCH INSPECTION CONDUCTED WHEN AN EVENT OF DEFAULT EXISTS SHALL
BE