Exhibit V. Exhibit V of the Coinsurance Agreement is hereby amended by changing the title thereof to “Form of Reinsurance Security Agreement” and deleting the attachment thereto in its entirety and replacing with the form of reinsurance security agreement attached hereto as Appendix 1.
Exhibit V. In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, or one or more trusts established by the Company or any of its affiliates for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Exhibit V. Each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No failure on the part of any Purchaser Agent, any Purchaser or the Administrator to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Notwithstanding the foregoing, it is agreed that any Administrator Fee Letter may be amended, supplemented or otherwise modified solely with the consent of the parties thereto.
Exhibit V. 8.a to this Agreement contains a list of the assets which net worth exceeds two thousand five hundred (2,500) Encouragement Units owned by the Companies. Except for the Liens indicated in such Exhibit V.8.a to this Agreement and for the Authorized Liens, there are no Liens affecting the ownership of the Companies with respect to such real properties.
Exhibit V. 8.c to this Agreement contains an explanatory table which contains, with respect to all real property lease and sublease agreements executed by the Companies (i) the location of the real properties; (ii) the parties to the agreement; (iii) the date of termination of each lease agreement; (iv) the amount of the lease or sublease payment; and (v) whether the agreement contains or not a unilateral option of renewal upon expiration, and the term of such renewal.
Exhibit V. 11.e to this Agreement contains the names of the Main Executives of the Companies, indicating their titles. Such Main Executives do not receive any bonus or payment for the services provided to the Companies which are not duly documented in their respective labor agreements and exhibits thereto, or under Exhibit V.11.f.
Exhibit V. 11.f to this Agreement contains the list of all the employees of the Companies which have payments for change of comptroller, stock options or indemnification rights for termination of labor relationships, exceeding the legal requirements.
Exhibit V. 13.a to this Agreement lists and describes: (i) the computer systems of the Companies; (ii) the details of servers and applications; (iii) the storage detail; (iv) monitoring systems; and (v) the IT supports; all of which are owned by it or licensed by third parties, and are appropriate and sufficient to conduct the business of the Companies substantially as conducted to date.
Exhibit V. 14.a contains a copy of all insurance policies that evidence the inventories, equipment, supplies, real properties and fixed assets owned by the Companies or leased by the same, and of all insurance policies of civil and professional liability applicable to the business of the Companies. Such insurance policies are currently in force.
Exhibit V. Exhibit V to the Agreement is hereby deleted in its entirety and Exhibit V attached hereto is inserted in lieu thereof.
