CLAIMS OF ANY CHARACTER RELATING TO, ITS CAPITAL STOCK
EXCEPT FOR OPTIONS, WARRANTS AND GRANTS OUTSTANDING IN THE AGGREGATE AMOUNTS SET
FORTH ON SCHEDULE 4.14.
SECTION 4.15.
INDEBTEDNESS.
THE PARENT BORROWER AND ITS SUBSIDIARIES DO NOT
HAVE ANY INDEBTEDNESS ON THE EFFECTIVE DATE OTHER THAN (I) THE OBLIGATIONS, (II)
INDEBTEDNESS UNDER THE LONG-TERM LC FACILITY, (III) INDEBTEDNESS UNDER EXISTING
LC FACILITY, (IV) INDEBTEDNESS UNDER THE EXISTING SENIOR NOTES AND (V)
INDEBTEDNESS LISTED ON SCHEDULE 4.15.
SECTION 4.16.
COMPLIANCE WITH STATUTES, ETC.
THE PARENT BORROWER AND EACH OF
ITS SUBSIDIARIES IS IN COMPLIANCE WITH ALL APPLICABLE STATUTES, REGULATIONS,
RULES AND ORDERS OF, AND ALL APPLICABLE RESTRICTIONS IMPOSED BY, AND HAS FILED
OR OTHERWISE PROVIDED ALL MATERIAL REPORTS, DATA, REGISTRATIONS, FILINGS,
APPLICATIONS AND OTHER INFORMATION REQUIRED TO BE FILED WITH OR OTHERWISE
PROVIDED TO, ALL GOVERNMENTAL BODIES, DOMESTIC OR FOREIGN, IN RESPECT OF THE
CONDUCT OF ITS BUSINESS AND THE OWNERSHIP OF ITS PROPERTY (INCLUDING COMPLIANCE
WITH ALL APPLICABLE ENVIRONMENTAL LAWS), EXCEPT WHERE THE FAILURE TO COMPLY OR
FILE OR OTHERWISE PROVIDE WOULD NOT
69
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
ALL REQUIRED REGULATORY APPROVALS ARE IN FULL FORCE
AND EFFECT ON THE DATE HEREOF, EXCEPT WHERE THE FAILURE OF SUCH APPROVALS TO BE
IN FULL FORCE AND EFFECT WOULD NOT REASONABLY BE EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 4.17.
INSURANCE LICENSES.
SCHEDULE 4.17 LISTS WITH RESPECT TO EACH
REGULATED INSURANCE COMPANY, AS OF THE EFFECTIVE DATE, ALL OF THE JURISDICTIONS
IN WHICH SUCH REGULATED INSURANCE COMPANY HOLDS LICENSES (INCLUDING, WITHOUT
LIMITATION, LICENSES OR CERTIFICATES OF AUTHORITY FROM APPLICABLE INSURANCE
REGULATORY AUTHORITIES), PERMITS OR AUTHORIZATIONS TO TRANSACT INSURANCE AND
REINSURANCE BUSINESS (COLLECTIVELY, THE "INSURANCE LICENSES"), AND INDICATES THE
TYPE OR TYPES OF INSURANCE IN WHICH EACH SUCH REGULATED INSURANCE COMPANY IS
PERMITTED TO BE ENGAGED WITH RESPECT TO EACH INSURANCE LICENSE THEREIN LISTED.
THERE IS (I) NO SUCH INSURANCE LICENSE THAT IS THE SUBJECT OF A PROCEEDING FOR
SUSPENSION, REVOCATION OR LIMITATION OR ANY SIMILAR PROCEEDINGS, (II) NO
SUSTAINABLE BASIS FOR SUCH A SUSPENSION, REVOCATION OR LIMITATION, AND (III) NO
SUCH SUSPENSION, REVOCATION OR LIMITATION THREATENED BY ANY APPLICABLE INSURANCE
REGULATORY AUTHORITY, THAT, IN EACH INSTANCE UNDER (I), (II) AND (III) ABOVE,
HAS HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT.
NO REGULATED INSURANCE COMPANY TRANSACTS
ANY INSURANCE BUSINESS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION OTHER THAN
THOSE LISTED ON SCHEDULE 4.17, WHERE SUCH BUSINESS REQUIRES ANY INSURANCE
LICENSE OF AN APPLICABLE INSURANCE REGULATORY AUTHORITY OR SUCH JURISDICTION.
SECTION 4.18.
INSURANCE BUSINESS.
ALL INSURANCE POLICIES ISSUED BY ANY
REGULATED INSURANCE COMPANY ARE, TO THE EXTENT REQUIRED UNDER APPLICABLE LAW, ON
FORMS APPROVED BY THE INSURANCE REGULATORY AUTHORITIES OF THE JURISDICTION WHERE
ISSUED OR HAVE BEEN FILED WITH AND NOT OBJECTED TO BY SUCH AUTHORITIES WITHIN
THE PERIOD PROVIDED FOR OBJECTION, EXCEPT FOR THOSE FORMS WITH RESPECT TO WHICH
A FAILURE TO OBTAIN SUCH APPROVAL