Other Business and Financial Information. Holdings will deliver to the Administrative Agent (for distribution to the Lenders): (a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement 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 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2012, a copy of any financial analysis or opinion prepared regarding the adequacy of such Material Insurance Subsidiary’s loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile; (c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings or any of its Material 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 Swiss Holdings or any of its Material 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 any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, and (iv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates; (d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Credit Party 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 such Credit Party specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party has taken and proposes to take with respect thereto; (ii) the institution or threatened institution of any action or suit against or affecting Swiss Holdings or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d); (iii) the receipt by Swiss Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written 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 Swiss Holdings or any of its Subsidiaries, as to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in a Material Adverse Effect; (iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of Swiss Holdings specifying the details of such ERISA Event and the action that Swiss Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings or such ERISA Affiliate with respect to such ERISA Event; (v) that any contribution required to be made with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, or that Swiss Holdings or any Subsidiary of Swiss Holdings may incur any liability pursuant to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse Effect; (vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries; (vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary; (viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (ix) any other matter or event that has, or could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings setting forth the nature and period of existence thereof and the action that Swiss Holdings has taken and proposes to take with respect thereto; (e) Promptly, notice of the receipt by Swiss Holdings 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and (f) As promptly as reasonably practicable, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Other Business and Financial Information. Holdings Everest Group will deliver to the Administrative Agent (for distribution to the Lenders):each Lender:
(a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer the chief financial officer, treasurer, assistant treasurer or comptroller of HoldingsEverest Group, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement such Covenant Compliance Worksheet 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 150 120 days after the end of each fiscal year, beginning with the fiscal year ending ended December 31, 20122016, a copy of any financial analysis each Material Insurance Subsidiary's "Statement of Actuarial Opinion" (or opinion prepared regarding equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Material Insurance Subsidiary’s 's loss reserves as of for such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s 's jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings Everest Group or any of its Material 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 Swiss Holdings Everest Group or any of its Material 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 any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar material reports, financial examination reports or market conduct examination reports by the NAIC or any 8470562v6 24740.00061 Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business, and (ivv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings Everest Group or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(d) Promptly after upon (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)after) any Responsible Officer of any Credit Party Borrower obtaining actual 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 such Credit Party Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party Xxxxxxxx has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action action, suit, investigation or suit proceeding against or affecting Swiss Holdings Everest Group or any of its Subsidiaries, or including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic inquiries, investigations or reviews), in which there is a reasonable likelihood of an adverse determination which could that would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d);
(iii) the receipt by Swiss Holdings Everest Group or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings Everest Group or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings Everest Group or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could would have, or be reasonably be expected likely to have have, a Material Adverse Effect, or (ii) any written 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 Swiss Holdings Everest Group or any of its Subsidiaries, as where such action would have, or be reasonably likely to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in have, a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of Swiss Holdings Everest Group specifying the details of such ERISA Event and the action that Swiss Holdings Everest Group has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings Everest Group or such ERISA Affiliate with respect to such ERISA Event;
(v) that the occurrence of any contribution required to be made decrease in (y) the rating given by either Standard & Poor's or Xxxxx'x with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, any Insurance Subsidiary's claims paying ability or that Swiss Holdings financial strength rating or any Subsidiary of Swiss Holdings may incur any liability pursuant (z) the rating given to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse Effect;Insurance Subsidiary by A.M. Best Company; 8470562v6 24740.00061
(vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries;
(vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary;
(viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Material Insurance Subsidiary that could would be reasonably be expected likely to have a Material Adverse Effect; and
(ixvii) any other matter or event that has, or could would be reasonably be expected likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings Everest Group setting forth the nature and period of existence thereof and the action that Swiss Holdings Everest Group 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 Restatement Effective 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 Swiss Holdings Everest Group 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; andparty which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably practicablepossible, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings Everest Group or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. Holdings Everest Group will deliver to the Administrative Agent (for distribution to the Lenders):each Lender:
(a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer the chief financial officer, treasurer or comptroller of HoldingsEverest Group, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement such Covenant Compliance Worksheet 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 150 120 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 ending ended December 31, 20122007, a copy of any financial analysis each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or opinion prepared regarding equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of for such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings Everest Group or any of its Material 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 Swiss Holdings Everest Group or any of its Material 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 any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar 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 (ivv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings Everest Group or any of its Material Subsidiaries, including including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after upon (and in any event within five (5) Business Days after (or within three Business Days after in the case of clause (i) below)after) any Responsible Officer of any Credit Party 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 such Credit Party Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action action, suit, investigation or suit proceeding against or affecting Swiss Holdings Everest Group or any of its Subsidiaries, or including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic inquiries, investigations or reviews), in which there is a reasonable likelihood of an adverse determination which could that would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d);
(iii) the receipt by Swiss Holdings Everest Group or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings Everest Group or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings Everest Group or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could would have, or be reasonably be expected likely to have have, a Material Adverse Effect, or (ii) any written 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 Swiss Holdings Everest Group or any of its Subsidiaries, as where such action would have, or be reasonably likely to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in have, a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of Swiss Holdings Everest Group specifying the details of such ERISA Event and the action that Swiss Holdings Everest Group has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings Everest Group or such ERISA Affiliate with respect to such ERISA Event;
(v) that the occurrence of any contribution required to be made decrease in (y) the rating given by either Standard & Poor’s or Xxxxx’x with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, any Insurance Subsidiary’s claims paying ability or that Swiss Holdings financial strength rating or any Subsidiary of Swiss Holdings may incur any liability pursuant (z) the rating given to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse EffectInsurance Subsidiary by A.M. Best Company;
(vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries;
(vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary;
(viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Material Insurance Subsidiary that could would be reasonably be expected likely to have a Material Adverse Effect; and
(ixvii) any other matter or event that has, or could would be reasonably be expected likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings Everest Group setting forth the nature and period of existence thereof and the action that Swiss Holdings Everest Group 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 Restatement Effective 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 Swiss Holdings Everest Group 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; andparty which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably practicablepossible, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings Everest Group or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. Holdings The Borrower will deliver to the Administrative Agent (for distribution to the Lenders):Lender:
(a) Concurrently with each delivery of the financial statements described in Section 6.15.1, a Compliance Certificate in the form of Exhibit C D with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer the chief financial officer, comptroller or treasurer of Holdingsthe Borrower, together together, with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement Section 6.1 and Section 6.2, 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 150 105 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 ending ended December 31, 20121997, a copy of any financial analysis each Insurance Subsidiary's "Statement of Actuarial Opinion" (or opinion prepared regarding equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Material Insurance Subsidiary’s 's loss reserves as of for such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s 's jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings the Borrower or any of its Material 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 Swiss Holdings the Borrower or any of its Material 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 any their successor formforms) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar 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 (ivv) all material filings made under applicable state insurance holding company acts in by the United States by Swiss Holdings Borrower or any of its Material Subsidiaries, including including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after upon (and in any event within five (5) Business Days after (or within three Business Days after in the case of clause (iafter) below)) any Responsible Officer of any Credit Party 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 the chief executive officer, chief financial officer or treasurer of such Credit Party the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party the Borrower has taken and proposes to take with respect thereto;
; (ii) the institution or threatened institution of any action action, suit, investigation or suit proceeding against or affecting Swiss Holdings the Borrower or any of its Subsidiaries, or including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic inquiries, investigations or reviews), that would, if adversely determined, individually or in which there is a reasonable likelihood of an adverse determination which could the aggregate, have, or be reasonably be expected likely to result in have, a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 4.5 or this subsection (dSection 5.3(d)(ii);
(iii) the receipt by Swiss Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written 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 Swiss Holdings or any of its Subsidiaries, as to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse Effect, together with (x) a written statement of a Responsible Officer of Swiss Holdings specifying the details of such ERISA Event and the action that Swiss Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings or such ERISA Affiliate with respect to such ERISA Event;
(v) that any contribution required to be made with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, or that Swiss Holdings or any Subsidiary of Swiss Holdings may incur any liability pursuant to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse Effect;
(vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries;
(vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary;
(viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(ix) any other matter or event that has, or could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings setting forth the nature and period of existence thereof and the action that Swiss Holdings has taken and proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Swiss Holdings 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(f) As promptly as reasonably practicable, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Everest Reinsurance Holdings Inc)
Other Business and Financial Information. Holdings Everest Group will deliver to the Administrative Agent (for distribution to the Lenders):each Lender:
(a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer the chief financial officer, treasurer or comptroller of HoldingsEverest Group, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement such Covenant Compliance Worksheet 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 150 105 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 ending ended December 31, 20122004, a copy of any financial analysis each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or opinion prepared regarding equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of for such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings Everest Group or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-10 Q, Form 10-10 K or Form 8-8 K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 S 8 or its successor form) that Swiss Holdings Everest Group or any of its Material 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 any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar 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 (ivv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings Everest Group or any of its Material Subsidiaries, including including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after upon (and in any event within five (5) Business Days after (or within three Business Days after in the case of clause (i) below)after) any Responsible Officer of any Credit Party 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 such Credit Party Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action action, suit, investigation or suit proceeding against or affecting Swiss Holdings Everest Group or any of its Subsidiaries, or including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic inquiries, investigations or reviews), in which there is a reasonable likelihood of an adverse determination which could that would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d);
(iii) the receipt by Swiss Holdings Everest Group or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings Everest Group or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings Everest Group or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could would have, or be reasonably be expected likely to have have, a Material Adverse Effect, or (ii) any written 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 Swiss Holdings Everest Group or any of its Subsidiaries, as where such action would have, or be reasonably likely to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in have, a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of Swiss Holdings Everest Group specifying the details of such ERISA Event and the action that Swiss Holdings Everest Group has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings Everest Group or such ERISA Affiliate with respect to such ERISA Event;
(v) that the occurrence of any contribution required to be made decrease in (y) the rating given by either Standard & Poor’s or Xxxxx’x with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, any Insurance Subsidiary’s claims paying ability or that Swiss Holdings financial strength rating or any Subsidiary of Swiss Holdings may incur any liability pursuant (z) the rating given to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse EffectInsurance Subsidiary by A.M. Best Company;
(vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries;
(vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary;
(viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Material Insurance Subsidiary that could would be reasonably be expected likely to have a Material Adverse Effect; and
(ixvii) any other matter or event that has, or could would be reasonably be expected likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings Everest Group setting forth the nature and period of existence thereof and the action that Swiss Holdings Everest Group 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 Swiss Holdings Everest Group 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; andparty which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably practicablepossible, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings Everest Group or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders any Lender may from time to time reasonably request.
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Other Business and Financial Information. Holdings Everest Group will deliver to the Administrative Agent (for distribution to the Lenders):each Lender:
(a) Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer the chief financial officer, treasurer or comptroller of HoldingsEverest Group, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement such Covenant Compliance Worksheet 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 150 120 days after the end of each fiscal yearyear (or, in the case of Everest Insurance Company of Canada, within 15 days of the required filing date), beginning with the fiscal year ending ended December 31, 2012, a copy of any financial analysis each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or opinion prepared regarding equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of for such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings Everest Group or any of its Material 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 Swiss Holdings Everest Group or any of its Material 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 any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar 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 (ivv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings Everest Group or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(d) Promptly after upon (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)after) any Responsible Officer of any Credit Party 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 such Credit Party Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action action, suit, investigation or suit proceeding against or affecting Swiss Holdings Everest Group or any of its Subsidiaries, or including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic inquiries, investigations or reviews), in which there is a reasonable likelihood of an adverse determination which could that would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection (d);
(iii) the receipt by Swiss Holdings Everest Group or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings Everest Group or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Swiss Holdings Everest Group or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could would have, or be reasonably be expected likely to have have, a Material Adverse Effect, or (ii) any written 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 Swiss Holdings Everest Group or any of its Subsidiaries, as where such action would have, or be reasonably likely to which there is a reasonable possibility of an adverse determination which could reasonably be expected to result in have, a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that has had, or could reasonably be expected to have, a Material Adverse EffectEvent, together with (x) a written statement of a Responsible Officer of Swiss Holdings Everest Group specifying the details of such ERISA Event and the action that Swiss Holdings Everest Group has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to Swiss Holdings Everest Group or such ERISA Affiliate with respect to such ERISA Event;
(v) that the occurrence of any contribution required to be made decrease in (y) the rating given by either Standard & Poor’s or Xxxxx’x with respect to a Foreign Pension Plan has not been timely made, except such contributions that could not reasonably be expected to have a Material Adverse Effect, any Insurance Subsidiary’s claims paying ability or that Swiss Holdings financial strength rating or any Subsidiary of Swiss Holdings may incur any liability pursuant (z) the rating given to any Foreign Pension Plan as to which there is a reasonable possibility of liability which could reasonably be expected to have Material Adverse EffectInsurance Subsidiary by A.M. Best Company;
(vi) any material change in the accounting policies or reporting practices of Swiss Holdings or any of its Subsidiaries;
(vii) any announcement by A.M. Best of any change in the Financial Strength Rating of any Material Insurance Subsidiary;
(viii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Material Insurance Subsidiary that could would be reasonably be expected likely to have a Material Adverse Effect; and
(ixvii) any other matter or event that has, or could would be reasonably be expected likely to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of Swiss Holdings Everest Group setting forth the nature and period of existence thereof and the action that Swiss Holdings Everest Group 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 Restatement Effective 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 Swiss Holdings Everest Group 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, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; andparty which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably practicablepossible, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings Everest Group or any of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or the Required Lenders any Lender may from time to time reasonably request.
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