Other Business and Financial Information. Borrower will deliver to the Lender upon Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions): (a) Within sixty (60) days of the end of each calendar quarter a Compliance Certificate in the form of Exhibit D-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer or controller of Borrower, together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis), 6.2, 6.4 and 6.5 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 as of the last day of the period covered by such financial statements; (b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2003, a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile; (c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business, and (v) all significant filings made under applicable state insurance holding company acts by Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates; (d) Promptly upon (and in any event within five (5) Business Days after) obtaining knowledge thereof, written notice of any of the following: (i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, chief financial officer or controller of Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower has taken and proposes to take with respect thereto, (ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii); (iii) the receipt by Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; (iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer, chief financial officer or vice president–finance of Borrower specifying the details of such ERISA Event and the action that Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to Borrower or such ERISA Affiliate with respect to such ERISA Event:
Appears in 1 contract
Other Business and Financial Information. Borrower The Applicant will deliver to the Lender upon Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions):each Bank:
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in the form of Exhibit D-1 E-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 E-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Applicant (or controller a vice president of Borrowerthe Applicant having significant responsibility for financial matters), together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis), 6.2, 6.4 and 6.5 6.2 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 Sections 6.3 and 6.4 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 20032001, a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon the sending or filing thereof, copies of any “internal control” letter filed by on behalf of the Applicant or any of its Subsidiaries with any Insurance Regulatory Authority;
(d) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Borrower the Applicant or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Qregular, Form 10-K or Form 8-K (or their successor forms) or periodic and special reports, registration statements and prospectuses (other than on Form S-8 or its successor form) that Borrower the Applicant or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination examinations reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business, and (viv) all significant filings made under applicable state insurance holding company acts by Borrower the Applicant or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(de) Promptly upon (and in any event within five (5) Business Days after) an officer of the Applicant obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, officer or chief financial officer or controller of Borrower the Applicant specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower the Applicant has taken and proposes to take with respect thereto,;
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting Borrower the Applicant or any of its Subsidiaries, including any such investigation or proceeding by any Insurance insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii5.3(e)(ii);
(iii) the receipt by Borrower the Applicant or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (iA) any written notice asserting any failure by Borrower the Applicant or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Borrower the Applicant or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (iiB) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower the Applicant or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; ;
(iv) the occurrence of any ERISA Eventof the following, together with a reasonably detailed description thereof and copies of any filings, communications, reports or other information relating thereto made available to the Applicant or any of its Subsidiaries: (iA) the assertion of any Environmental Claim against or affecting the Applicant, any of its Subsidiaries or any of their respective real property, leased or owned; (B) the receipt by the Applicant or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Applicant or any of its Subsidiaries; or (C) the taking of any remedial action by the Applicant, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Applicant or any of its Subsidiaries; but in each case under clauses (A), (B) and (C) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(v) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect;
(vi) if and when any member of the ERISA Group (A) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (C) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (D) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (E) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (F) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (G) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any 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, a certificate of the chief financial officer or the chief accounting officer of the Applicant setting forth details as to such occurrence and action, if any, which the Applicant or applicable member of the ERISA Group is required or proposes to take; and
(vii) any other matter or event that has, or would have a Material Adverse Effect together with a written statement of the chief executive officer, officer or chief financial officer or vice president–finance of Borrower specifying the details Applicant setting forth the name and period of such ERISA Event existence thereof and the action that Borrower the Applicant has taken and proposes to take with respect thereto;
(f) Promptly, notice of (i) the occurrence of any material amendment or modification to any Reinsurance Agreement (whether entered into before or after the Effective Date), including any such agreements that are in a runoff mode on the Effective Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) a copy the receipt by the Applicant or any of its Subsidiaries of any written notice of any denial of coverage, litigation, claim or arbitration arising out of any Reinsurance Agreement to which it is a party which would be reasonably likely to have a Material Adverse Effect;
(g) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Applicant or any of its Subsidiaries (including, without limitation, financial, actuarial and other information with respect to Reinsurance Agreements) as the Agent or any Bank may from time to time reasonably request; and
(h) Upon the request of the Agent at the direction of the Required Banks (which absent a showing of good cause shall not be more often than one time during any twelve-month period), at the Applicant’s expense, deliver to each Bank within sixty (60) days of such ERISA Event that may be required request an actuarial review of the liabilities and other items of each Insurance Subsidiary prepared by an actuary or a firm of actuaries reasonably acceptable to the Agent, such actuarial review to be filed with in form and substance reasonably acceptable to the PBGC and (iii) a copy of any notice delivered by the PBGC to Borrower or such ERISA Affiliate with respect to such ERISA Event:Required Banks.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Lender upon each Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions)::
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1, 5.2(a) and 5.2(b), a Compliance Certificate in the form of Exhibit D-1 C-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 C-2 (in the case of the financial statements described in Section 5.2Sections 5.2(a) and 5.2(b)) with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the chief financial officer or controller of Borrower, together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants covenant set forth in Sections Section 6.1 (on an annual basis), 6.2, 6.4 and 6.5 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2Sections 5.2(a) and 5.2(b), with a Covenant Compliance Worksheet reflecting the computation of the financial covenants covenant set forth in Section 6.6 6.2 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with receipt thereof, copies of the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2003, a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as final executed "management letter" submitted to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of Borrower by its management discussion and analysis certified public accountants in connection therewith, with each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicileannual audit;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form Forms 10-QK, Form 10-K or Form Q and 8-K (or their successor forms) or and registration statements and prospectuses (other than on Form S-8 or its successor formafter such documents become effective) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, final financial examination reports or significant market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority any governmental or regulatory authority or agency with respect to any Insurance Subsidiary’s 's insurance business, and (viv) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates, and (v) all financial press releases made by the Borrower;
(d) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the chief executive officer, chief financial officer or controller of Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,;
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority governmental or regulatory authority or agency (other than routine or periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii)subsection;
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority governmental or other Governmental Authority regulatory authority or agency of (iy) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (iiz) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization (including, without limitation, any License) of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; ;
(iv) The occurrence of any changes in any Insurance Code governing the dividend practices of any of the Insurance Subsidiaries that would be reasonably likely to have a Material Adverse Effect;
(v) Any change in the rating of any Insurance Subsidiary by A.M. Best & Co., Inc.;
(vi) Any change in the rating of the Borrower's senior unsecured long-term debt by Standard & Poor's, Moody's or Duff & Phelps;
(vii) the occurrence of any ERISA EventERIXX Xxxxt, together with txxxxher xxxx (ix) a written statement of a Responsible Officer of the chief executive officer, chief financial officer or vice president–finance of Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (iiy) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iiiz) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event:; and
(viii) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(e) Within sixty (60) days after request therefor by the Required Lenders from time to time (but not more than once per year) consolidated projected financial statements for the Borrower and its Subsidiaries in such scope and detail as may be prepared for its own internal purposes; and
(f) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver ---------------------------------------- to the Lender upon each Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions)::
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in SECTIONS 5.1 and 5.2, a Compliance Certificate in the form of Exhibit EXHIBIT D-1 (in the case of the financial statements described in Section SECTION 5.1) or Exhibit EXHIBIT D-2 (in the case of the financial statements described in Section SECTION 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer officer, vice president - finance or controller treasurer of the Borrower, together, in the case of the financial statements described in Section SECTION 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis)SECTIONS 6.1, 6.2, 6.4 6.2 and 6.5 6.3 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section SECTION 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 SECTION 6.4 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 20031997, a copy of each Insurance Subsidiary’s “'s "Statement of Actuarial Opinion” " (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s 's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s 's jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s 's insurance business, and (v) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly upon (and in any event within five (5) Business Days after) obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, chief financial officer or controller of Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower has taken and proposes to take with respect thereto,
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; (iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer, chief financial officer or vice president–finance of Borrower specifying the details of such ERISA Event and the action that Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to Borrower or such ERISA Affiliate with respect to such ERISA Event:
Appears in 1 contract
Other Business and Financial Information. The Borrower will ---------------------------------------- deliver to the Lender upon each Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions)::
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in the form of Exhibit D-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer officer, vice president - finance or controller treasurer of the Borrower, together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis)6.1, 6.2, 6.4 6.2 and 6.5 6.3 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 6.4 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 20031996, a copy of each Insurance Subsidiary’s “'s "Statement of Actuarial Opinion” " (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s 's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s 's jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s 's insurance business, and (v) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly upon (and in any event within five (5) Business Days after) obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, chief financial officer or controller vice president - finance of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,;
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; ;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer, chief financial officer or vice president–president - finance of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event:;
(v) the occurrence of any decrease in (y) the rating given by either Standard & Poor's or Xxxxx'x with respect to the Borrower's senior publicly traded Indebtedness or (z) the rating given to any Insurance Subsidiary by A.M. Best & Company; and
(vi) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of the chief executive officer, chief financial officer or vice president - finance of the Borrower setting forth the nature and period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(e) Within five (5) Business Days after request therefor by any Lender, if theretofore prepared and delivered to the Borrower, or within ninety (90) days after request therefor by the Required Lenders from time to time (but not more than once per year), if not theretofore prepared and delivered to the Borrower, in either case at the Borrower's expense, an actuarial review and valuation statement of, and opinion as to the adequacy of, each Insurance Subsidiary's loss and loss adjustment expense reserve positions as of the end of such year with respect to the insurance business then in force, and covering such other subjects as are customary in actuarial reviews, prepared by KPMG Peat Marwick or another independent actuarial firm reasonably acceptable to the Required Lenders, together with a favorable review letter thereon by the Borrower's regularly retained independent certified public accountants, all in form and substance satisfactory to the Required Lenders; and
(f) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Lender upon each Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions)::
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in the form of Exhibit D-1 C-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 C-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer officer, treasurer or controller comptroller of the Borrower, together, in the case of the financial statements described in Section 5.1, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Sections 6.1 (on an annual basis), 6.2, 6.4 and 6.5 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) 105 days after the end of each fiscal yearyear (or, in the case of Everest Insurance Company of Canada, within fifteen (15) days of the required filing date), beginning with the fiscal year ended December 31, 2003, a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewiththerewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its the Borrower’s Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that the Borrower or any of its the Borrower’s Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their any successor formsform) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant material reports on examination or similar significant material reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business, and (v) all significant material filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the chief executive officer, chief financial officer or controller of Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,;
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, would reasonably be reasonably likelyexpected, individually or in the aggregate, to have result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(iisubsection (d);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would have, or be reasonably likely to have have, a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would have, or be reasonably likely to have have, a Material Adverse Effect; ;
(iv) the occurrence of any ERISA Event, together with (ix) a written statement of a Responsible Officer of the chief executive officer, chief financial officer or vice president–finance of Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (iiy) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iiiz) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event:;
(v) the occurrence of any decrease in (y) the rating given by either Standard & Poor’s or Xxxxx’x with respect to any Insurance Subsidiary’s claims paying ability or financial strength rating or (z) the rating given to any Insurance Subsidiary by A.M. Best Company;
(vi) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Material Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(vii) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(e) Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the date hereof, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect;
(f) Promptly following the request from the Administrative Agent or the Required Lenders (which request may only be made when an Event of Default has occurred and is continuing), a report prepared by an independent actuarial consulting firm of recognized professional standing reasonably satisfactory to the Administrative Agent or the Required Lenders, as the case may be, reviewing the adequacy of reserves of each Insurance Subsidiary determined in accordance with SAP, which firm shall be provided access to or copies of all reserve analyses and valuations relating to the insurance business of each Insurance Subsidiary in the possession of or available to the Borrower or any of its Subsidiaries.
(g) Any material change to the investment policy for the Insurance Subsidiaries or the Borrower, including copies of such changes.
(h) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. Borrower The Applicant will deliver to the Lender upon Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions):each Bank:
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in the form of Exhibit D-1 E-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 E-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Applicant (or controller a vice president of Borrowerthe Applicant having significant responsibility for financial matters), together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis), 6.2, 6.4 and 6.5 6.2 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 Sections 6.3 and 6.4 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 20032000, a copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or Opinion”(or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon the sending or filing thereof, copies of any “internal control”letter filed by on behalf of the Applicant or any of its Subsidiaries with any Insurance Regulatory Authority;
(d) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Borrower the Applicant or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Qregular, Form 10-K or Form 8-K (or their successor forms) or periodic and special reports, registration statements and prospectuses (other than on Form S-8 or its successor form) that Borrower the Applicant or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination examinations reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business, and (viv) all significant filings made under applicable state insurance holding company acts by Borrower the Applicant or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(de) Promptly upon (and in any event within five three (53) Business Days after) an officer of the Applicant obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, officer or chief financial officer or controller of Borrower the Applicant specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower the Applicant has taken and proposes to take with respect thereto,;
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting Borrower the Applicant or any of its Subsidiaries, including any such investigation or proceeding by any Insurance insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii5.3(e)(ii);
(iii) the receipt by Borrower the Applicant or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (iA) any written notice asserting any failure by Borrower the Applicant or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Borrower the Applicant or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (iiB) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower the Applicant or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; ;
(iv) the occurrence of any ERISA Eventof the following, together with a reasonably detailed description thereof and copies of any filings, communications, reports or other information relating thereto made available to the Applicant or any of its Subsidiaries: (iA) the assertion of any Environmental Claim against or affecting the Applicant, any of its Subsidiaries or any of their respective real property, leased or owned; (B) the receipt by the Applicant or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Applicant or any of its Subsidiaries; or (C) the taking of any remedial action by the Applicant, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Applicant or any of its Subsidiaries; but in each case under clauses (A), (B) and (C) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(v) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect;
(vi) if and when any member of the ERISA Group (A) gives or is required to give notice to the PBGC of any “reportable event”(as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (C) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (D) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (E) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (F) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (G) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any 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, a certificate of the chief financial officer or the chief accounting officer of the Applicant setting forth details as to such occurrence and action, if any, which the Applicant or applicable member of the ERISA Group is required or proposes to take; and
(vii) any other matter or event that has, or would have a Material Adverse Effect together with a written statement of the chief executive officer, officer or chief financial officer or vice president–finance of Borrower specifying the details Applicant setting forth the name and period of such ERISA Event existence thereof and the action that Borrower the Applicant has taken and proposes to take with respect thereto;
(f) Promptly, notice of (i) the occurrence of any material amendment or modification to any Reinsurance Agreement (whether entered into before or after the Restatement Effective Date), including any such agreements that are in a runoff mode on the Restatement Effective Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) a copy the receipt by the Applicant or any of its Subsidiaries of any written notice of any denial of coverage, litigation, claim or arbitration arising out of any Reinsurance Agreement to which it is a party which would be reasonably likely to have a Material Adverse Effect;
(g) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Applicant or any of its Subsidiaries (including, without limitation, financial, actuarial and other information with respect to Reinsurance Agreements) as the Agent or any Bank may from time to time reasonably request; and
(h) Upon the request of the Agent at the direction of the Required Banks (which absent a showing of good cause shall not be more often than one time during any twelve-month period), at the Applicant’s expense, deliver to each Bank within sixty (60) days of such ERISA Event that may be required request an actuarial review of the liabilities and other items of each Insurance Subsidiary prepared by an actuary or a firm of actuaries reasonably acceptable to the Agent, such actuarial review to be filed with in form and substance reasonably acceptable to the PBGC and (iii) a copy of any notice delivered by the PBGC to Borrower or such ERISA Affiliate with respect to such ERISA Event:Required Banks.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Lender upon Lender’s request (except for the matters identified in 5.3 (a) and 5.3 (d), which will be delivered in accordance with such provisions)::
(a) Within sixty (60) days Concurrently with each delivery of the end of each calendar quarter financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in the form of Exhibit D-1 (in the case of the financial statements described in Section 5.1) or Exhibit D-2 (in the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer officer, vice president--finance or controller treasurer of the Borrower, together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 (on an annual basis)6.1, 6.2, 6.4 6.2 and 6.5 6.3 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.6 6.4 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 20031999, a copy of each Insurance Subsidiary’s “'s "Statement of Actuarial Opinion” " (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s 's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s 's jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A or Form B (or their successor forms) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all significant reports on examination or similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s 's insurance business, and (v) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly upon (and in any event within five (5) Business Days after) obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer, chief financial officer or controller vice president--finance of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,
(ii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect; ;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer, chief financial officer or vice president–--finance of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event:;
(v) the occurrence of any decrease in (y) the rating given by either Standard & Poor's or Xxxxx'x with respect to the Borrower's senior publicly traded Indebtedness or (z) the rating given to any Insurance Subsidiary by A.M. Best & Company; and
(vi) any other matter or event that has, or would be reasonably likely to have, a Material Adverse Effect, together with a written statement of the chief executive officer, chief financial officer or vice president--finance of the Borrower setting forth the nature and period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,
Appears in 1 contract
