Furnish to Bank a compliance certificate for (and executed by an authorized representative of) Borrower concurrently with and dated as of the date of delivery of each of the financial statements as required in paragraphs i and ii above, containing (a) a certification that the financial statements of even date are true and correct and that the Borrower is not in default under the terms of this Agreement, and (b) computations and conclusions, in such detail as Bank may request, with respect to compliance with this Agreement, and the other Loan Documents, including computations of all quantitative covenants.
Furnish to Bank concurrently with the delivery of the financial statements referred to in Section 4.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
Furnish to Bank a compliance certificate for (and executed by an authorized representative of) Borrower in the form of Exhibit "B" attached hereto, concurrently with and dated as of the date of delivery of each of the financial statements as required in paragraphs i and ii above, and at such other times as Bank may request, containing (a) a certification that the financial statements of even date are true and correct and that Borrower is not in default under the terms of this Agreement, and (b) computations and conclusions, in such detail as Bank may request, with respect to compliance with this Agreement, and the other Loan Documents, including computations of all quantitative covenants.
Furnish to Bank. (a) Within seventy five (75) days after and as the end of each fiscal quarter, a covenant compliance certificate substantially in form attached hereto as Exhibit D; and
(b) within five (5) days after the occurrence thereof, written notice from Company of any change in the Best rating of an Insurance Subsidiary or in any other change in any rating of any Insurance Subsidiary by any other rating agency.
Furnish to Bank. (a) Within seventy five (75) days after and as the end of each fiscal quarter, a covenant compliance certificate substantially in form attached hereto as Exhibit D, together with information regarding the Insurance Regulatory Information System ratio tests for each Insurance Subsidiary as is requested by Bank; and
(b) within five (5) days after the occurrence thereof, written notice from Company of any change in the Best rating of an Insurance Subsidiary or in any other change in any rating of any Insurance Subsidiary by any other rating agency.”
2. Section 8.15 of the Agreement is deleted in its entirety.
3. Section 10.1(j) of the Agreement is amended to read as follows:
Furnish to Bank. (i) upon the request of Bank, a Compliance Certificate and Borrowing Base Report in the form annexed hereto as Exhibit D certified by its Chief Financial Officer;
(ii) no later than 20 days after month end, a Compliance Certificate and Borrowing Base Report in the form annexed hereto as Exhibit D;
(iii) no later than 20 days after the close of each quarter of Borrower's fiscal year, an accounts receivable report of Borrower and its Subsidiaries including for each account the name of the account debtor, the balance due on the account, and an aging for the account. The report shall be in such form and shall contain such information as Bank may require and shall be certified by Borrower's Chief Financial Officer;
(iv) within 45 days after the close of each quarter of Borrower's fiscal year, consolidated financial statements of Borrower and its Subsidiaries consisting of a balance sheet as of the end of such fiscal quarter, a statement of earnings and surplus for such fiscal quarter, and a statement of cash flow for such fiscal quarter certified by the Borrower's Chief Financial Officer;
(v) within 90 days after the close of Borrower's fiscal year a copy of annual consolidated financial statements of Borrower and its Subsidiaries, including a balance sheet as of the end of each such fiscal year, a statement of earnings and surplus for such fiscal year, and a statement of cash flow for such fiscal year, which statements shall be audited by an independent certified public accounting firm acceptable to Bank;
(vi) simultaneously with the delivery of each set of financial statements of Borrower referred to above, a certificate of the Borrower's Chief Financial Officer, accompanied by supporting financial work sheets where appropriate, (A) evidencing Borrower's compliance with the financial covenants contained in Sections 5.02(h)-(l) of this Agreement as calculated on a consolidated basis for Borrower and its Subsidiaries (and including, without limitation, a computation of the ratio of Consolidated Total Debt as of the end of the immediately preceding fiscal quarter to Consolidated EBITDA for the immediately preceding four (4) fiscal quarters), (B) stating whether there exists on the date of such certificate any Default, and if a Default then exists, setting forth the details thereof and the action which Borrower is taking or proposes to take with respect thereto;
(vii) promptly upon, and in any event within two business days of, becoming aware of the occurrence of...
Furnish to Bank. (i) As soon as available, but in any event within 120 days after the end of each fiscal year, a copy of Borrower's annual report on Form 10-K in respect of such fiscal year required to be filed by Borrower with the SEC, together with the financial statements attached thereto;
(ii) As soon as available, but in any event within 60 days after the end of each fiscal quarter, a copy of the Borrower's quarterly report on Form 10-Q in respect of such fiscal quarter required to be filed by the Borrower with the SEC, together with the financial statements attached thereto;
(iii) Within 60 days after the end of each of the first three fiscal quarters (120 days after the end of the last fiscal quarter), a certificate of the chief financial officer of the Borrower (or such other officer as shall be acceptable to Bank) as to Borrower's compliance, as of such fiscal quarter ending date, with Section 4.02(a), and as to the occurrence or continuance of no Default as of such fiscal quarter ending date and the date of such certificate; and
(iv) immediately upon becoming aware of the occurrence of any event which constitutes a Default (as hereinafter defined) or which could constitute a Default with the passage of time or the giving of notice, or both, provide written notice of such occurrence together with a detailed statement by Borrower of the steps being taken by Borrower to cure the effect of such event.
Furnish to Bank. Within ten (10) days, notification of any proposed or pending change in the senior executive management or corporate structure of the Borrower;
Furnish to Bank as soon as available, but in any event within 90 days after the end of each fiscal year of Company, a copy of the consolidated balance sheet of Company and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of common stockholders' equity and cash flows and the consolidated statements of income and retained earnings of Company and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, reported on, without a "going concern" or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification, by Ernst & Young or other firm of
Furnish to Bank a compliance certificate for (and executed by an authorized representative of) Borrower concurrently with and dated as of the date of delivery of each of the financial statements as required in paragraphs i and ii above, containing (a) a certification that the financial statements of even date are true and correct and that the Borrower is not in default under the terms of this Agreement, and (b) computations and conclusions, in such detail as Bank may request, with respect to compliance with this Agreement, and the other Loan Documents, including computations of the covenants set forth in Section 4Ai and 4Aii.
