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").
42
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.
THE BORROWER, THE AGENT AND THE LENDER AGREE THAT ALL REFERENCES IN THE PLEDGE
AGREEMENT OR ANY CASH COLLATERAL SECURITY AGREEMENT (INCLUDING WITHOUT
LIMITATION THE AMENDED AND RESTATED PLEDGE AGREEMENT DATED AS OF JANUARY 31,
2005 AMONG THE BORROWER, THE AGENT, THE ISSUER AND JPMORGAN CHASE BANK, AS
DEPOSITORY), TO THE "CREDIT AGREEMENT" SHALL BE TO THIS AGREEMENT, AS IT MAY BE
AMENDED, MODIFIED OR RESTATED AND IN EFFECT FROM TIME TO TIME.
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