OR SUCH SUBSIDIARY.
NEITHER
BORROWER NOR ANY SUBSIDIARY HAS ENTERED INTO AN AGREEMENT OR WAIVER OR BEEN
REQUESTED TO ENTER INTO AN AGREEMENT OR WAIVER EXTENDING ANY STATUTE OF
LIMITATIONS RELATING TO THE PAYMENT OR COLLECTION OF TAXES OF BORROWER OR SUCH
SUBSIDIARY, OR IS AWARE OF ANY CIRCUMSTANCES THAT WOULD CAUSE THE TAXABLE YEARS
OR OTHER TAXABLE PERIODS OF BORROWER OR SUCH SUBSIDIARY NOT TO BE SUBJECT TO THE
NORMALLY APPLICABLE STATUTE OF LIMITATIONS.
7.9
USE OF PROCEEDS.
NO OBLIGOR IS ENGAGED
PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE
MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM)
AND NO PART OF THE PROCEEDS OF ANY ADVANCE LOAN WILL BE USED TO PURCHASE OR
CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF
PURCHASING OR CARRYING ANY MARGIN STOCK.
NONE OF THE ASSETS OF ANY OBLIGOR IS
MARGIN STOCK.
NO OBLIGOR NOR ANY AGENT ACTING ON ITS BEHALF HAS TAKEN OR WILL
TAKE ANY ACTION WHICH MIGHT CAUSE THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS TO
VIOLATE ANY REGULATION OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
OR TO VIOLATE THE SECURITIES EXCHANGE ACT OF 1934, IN EACH CASE AS IN EFFECT NOW
OR AS THE SAME MAY HEREAFTER BE IN EFFECT.
7.10
POSSESSION OF FRANCHISES, LICENSES, ETC.
BORROWER AND EACH SUBSIDIARY POSSESS ALL FRANCHISES, CERTIFICATES, LICENSES,
PERMITS AND OTHER AUTHORIZATIONS FROM ALL GOVERNMENTAL AUTHORITIES, FREE FROM
BURDENSOME RESTRICTIONS, THAT (A) ARE NECESSARY FOR THE OWNERSHIP, MAINTENANCE
AND OPERATION OF ITS PROPERTIES AND ASSETS, AND (B) THE LOSS OF POSSESSION OF
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND SUCH
PERSON IS NOT IN VIOLATION OF ANY THEREOF.
SCHEDULE 7.10 LISTS WITH RESPECT TO
EACH RIC, AS OF THE AGREEMENT DATE, ALL OF THE JURISDICTIONS IN WHICH SUCH RIC
HOLDS LICENSES (INCLUDING, WITHOUT LIMITATION, LICENSES OR CERTIFICATES OF
AUTHORITY FROM RELEVANT INSURANCE REGULATORS), PERMITS OR AUTHORIZATIONS TO
TRANSACT INSURANCE BUSINESS.
TO THE KNOWLEDGE OF BORROWER, (A) NO SUCH LICENSE
IS THE SUBJECT OF A PROCEEDING FOR SUSPENSION, REVOCATION OR LIMITATION OR ANY
SIMILAR PROCEEDINGS, (B) THERE IS NO SUSTAINABLE BASIS FOR SUCH A SUSPENSION,
REVOCATION OR LIMITATION, AND (C) NO SUCH SUSPENSION, REVOCATION OR LIMITATION
IS THREATENED BY ANY RELEVANT INSURANCE REGULATOR.
AS OF THE AGREEMENT DATE, NO
RIC TRANSACTS ANY INSURANCE BUSINESS, DIRECTLY OR INDIRECTLY, IN ANY
JURISDICTION OTHER THAN THOSE LISTED ON SCHEDULE 7.10.
7.11
LEASES.
BORROWER AND EACH SUBSIDIARY ENJOY
PEACEFUL AND UNDISTURBED POSSESSION OF ALL LEASES NECESSARY FOR THE OPERATION OF
ITS PROPERTIES AND ASSETS THE LOSS OF POSSESSION OF WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ALL SUCH LEASES ARE VALID AND
SUBSISTING AND ARE IN FULL FORCE AND EFFECT.
39
7.12
DISCLOSURE.
NEITHER THIS AGREEMENT NOR ANY OTHER
DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED TO LENDER BY OR ON BEHALF OF
BORROWER OR ANY