ANY AMENDMENT TO ANY PLAN (OTHER THAN ANY NON-MATERIAL SUBSIDIARY PLAN)
OR BENEFIT ARRANGEMENT WHICH HAS RESULTED OR COULD RESULT IN THE IMPOSITION OF A
LIEN OR THE POSTING OF A BOND OR OTHER SECURITY UNDER ERISA OR THE INTERNAL
REVENUE CODE, PROVIDED, HOWEVER, THAT IN THE CASE OF A BENEFIT ARRANGEMENT
ESTABLISHED OR MAINTAINED BY OR FOR A SUBSIDIARY (OTHER THAN A SUBSIDIARY
BORROWER) SUCH ACTION OR INACTION HAS RESULTED OR COULD RESULT IN THE IMPOSITION
OF SUCH A LIEN OR THE POSTING OF SUCH A BOND OR OTHER SECURITY IN EXCESS OF
$25,000,000, A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OR THE CONTROLLER OF
THE COMPANY SETTING FORTH DETAILS AS TO SUCH OCCURRENCE AND ACTION, IF ANY,
WHICH THE COMPANY OR APPLICABLE MEMBER OF THE ERISA GROUP IS REQUIRED OR
PROPOSES TO TAKE;
(L)
FURNISH TO THE ADMINISTRATIVE AGENT
PROMPTLY SUCH OTHER INFORMATION WITH DOCUMENTATION REQUIRED BY BANK REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI MONEY LAUNDERING
RULES AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THE USA PATRIOT ACT), AS
FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT; AND
(M)
FROM TIME TO TIME SUCH ADDITIONAL INFORMATION
REGARDING THE FINANCIAL POSITION OR BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
AS THE ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, MAY REASONABLY
REQUEST.
SECTION 6.2
MAINTENANCE OF PROPERTY. THE
COMPANY WILL KEEP, AND WILL CAUSE EACH MATERIAL SUBSIDIARY TO KEEP, ALL PROPERTY
USEFUL AND NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED.
SECTION 6.3
CONDUCT OF BUSINESS AND
MAINTENANCE OF EXISTENCE.
(A)
NEITHER THE COMPANY NOR ANY OF ITS MATERIAL
SUBSIDIARIES WILL ENGAGE TO ANY SUBSTANTIAL EXTENT IN ANY LINE OR LINES OF
BUSINESS ACTIVITY OTHER THAN THE BUSINESS OF OWNING AND OPERATING LIFE AND
PROPERTY AND CASUALTY INSURANCE COMPANIES AND FINANCIAL SERVICES BUSINESSES
(INCLUDING INVESTMENT OPERATIONS) AND BUSINESSES AND ACTIVITIES RELATED OR
INCIDENTAL THERETO.
(B)
SUBJECT TO SECTION 6.6, THE COMPANY WILL
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, AND WILL CAUSE EACH MATERIAL
SUBSIDIARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT THEIR RESPECTIVE
LEGAL EXISTENCE AND THEIR RESPECTIVE RIGHTS, PRIVILEGES AND FRANCHISES MATERIAL
TO THE CONDUCT OF THEIR RESPECTIVE BUSINESSES; PROVIDED THAT, SUBJECT TO SECTION
6.6, THE COMPANY MAY TERMINATE THE CORPORATE EXISTENCE OF ANY SUBSIDIARY (OTHER
THAN A SUBSIDIARY BORROWER) IF SUCH
36
TERMINATION COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
OR OTHERWISE TO BE MATERIALLY DISADVANTAGEOUS TO THE LENDERS.
SECTION 6.4
COMPLIANCE WITH LAWS. THE
COMPANY WILL MAKE ALL GOOD FAITH EFFORTS TO COMPLY, AND CAUSE EACH MATERIAL
SUBSIDIARY TO MAKE ALL GOOD FAITH EFFORTS TO COMPLY, WITH ALL MATERIAL
APPLICABLE LAWS, ORDINANCES, RULES, REGULATIONS, AND REQUIREMENTS OF
GOVERNMENTAL AUTHORITIES (INCLUDING ENVIRONMENTAL LAWS AND ERISA AND THE RULES
AND REGULATIONS THEREUNDER) EXCEPT WHERE THE NECESSITY OF COMPLIANCE THEREWITH
IS CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WHERE (IN THE OPINION
OF THE COMPANY) ADEQUATE CHARGES, ACCRUALS OR RESERVES HAVE BEEN ESTABLISHED ON
THE