SHALL EXIST, STATING THE NATURE AND STATUS OF SUCH
EVENT;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A) AND (B) (COMMENCING WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2009), A DULY
COMPLETED COMPLIANCE CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, TREASURER OR CONTROLLER OF BORROWER;
(C)
PROMPTLY AFTER ANY REQUEST BY THE ADMINISTRATIVE AGENT OR ANY
LENDER, COPIES OF ANY DETAILED AUDIT REPORTS, MANAGEMENT LETTERS OR
RECOMMENDATIONS SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS) OF ANY LOAN PARTY BY INDEPENDENT ACCOUNTANTS IN
CONNECTION WITH THE ACCOUNTS OR BOOKS OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES, OR ANY AUDIT OF ANY OF THEM;
(D)
MONTHLY, ON OR PRIOR TO THE THIRTIETH (30TH) DAY AFTER THE END OF
EACH CALENDAR MONTH, BORROWER SHALL PROVIDE A REPORT OF INCURRED BUT NOT
REPORTED ITEMS FOR SUCH MONTH, WHICH REPORT SHALL INCLUDE, BUT NOT BE LIMITED
TO, THE CLAIMS LAG ANALYSIS
70
PREPARED BY BORROWER FOR PMG AND EACH OF ITS SUBSIDIARIES.
SUCH REPORTS SHALL
BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND SHALL BE
PREPARED USING THE PER-MEMBER-PER-MONTH METHOD, AND WILL INCLUDE ALL MEDICAL
EXPENSES;
(E)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ACTUARIAL REPORTS AS OF
MARCH 31 AND SEPTEMBER 30 OF EACH YEAR;
(F)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 30 DAYS AFTER THE
END OF EACH FISCAL YEAR OF BORROWER, A REPORT SUMMARIZING THE INSURANCE COVERAGE
(SPECIFYING TYPE, AMOUNT AND CARRIER) IN EFFECT FOR EACH LOAN PARTY AND THE
PLEDGED SUBSIDIARIES AND CONTAINING SUCH ADDITIONAL INFORMATION AS THE
ADMINISTRATIVE AGENT, OR ANY LENDER THROUGH THE ADMINISTRATIVE AGENT, MAY
REASONABLY SPECIFY;
(G)
PROMPTLY, AND IN ANY EVENT WITHIN SEVEN BUSINESS DAYS AFTER
RECEIPT THEREOF BY ANY LOAN PARTY OR ANY PLEDGED SUBSIDIARY THEREOF, COPIES OF
EACH NOTICE OR OTHER CORRESPONDENCE RECEIVED FROM THE SEC (OR COMPARABLE AGENCY
IN ANY APPLICABLE NON-U.S. JURISDICTION) CONCERNING ANY INVESTIGATION OR
POSSIBLE INVESTIGATION OR OTHER INQUIRY BY SUCH AGENCY REGARDING FINANCIAL OR
OTHER OPERATIONAL RESULTS OF ANY LOAN PARTY OR ANY PLEDGED SUBSIDIARY THEREOF;
(H)
NOT LATER THAN FIVE BUSINESS DAYS AFTER RECEIPT THEREOF BY ANY
LOAN PARTY OR ANY PLEDGED SUBSIDIARY THEREOF, COPIES OF ALL NOTICES, REQUESTS
AND OTHER DOCUMENTS (INCLUDING AMENDMENTS, WAIVERS AND OTHER MODIFICATIONS)
(I) ALLEGING THAT A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED OR
(II) PERTAINING TO ANY MATTER THAT IS OTHERWISE PROHIBITED UNDER THE TERMS OF
ANY LOAN DOCUMENT, IN EACH CASE SO RECEIVED UNDER OR PURSUANT TO ANY RELATED
DOCUMENT OR INSTRUMENT, INDENTURE, LOAN OR CREDIT OR SIMILAR AGREEMENT AND, FROM
TIME TO TIME UPON REQUEST BY THE ADMINISTRATIVE AGENT, SUCH INFORMATION AND
REPORTS REGARDING THE RELATED DOCUMENTS AND SUCH INSTRUMENTS, INDENTURES AND
LOAN AND CREDIT AND SIMILAR AGREEMENTS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST;
(I)
PROMPTLY AFTER THE ASSERTION OR OCCURRENCE THEREOF, NOTICE OF ANY
ACTION OR PROCEEDING AGAINST OR OF ANY NONCOMPLIANCE BY ANY