Common use of Borrower Financial Information Clause in Contracts

Borrower Financial Information. The Borrower shall deliver to the Bank: (a) as soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Borrower, a statement of financial condition of the Borrower, as at the end of such fiscal year, and the related consolidated statements of income, cash flows, changes in shareholders’ equity and changes in liabilities subordinated to claims of general creditors for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and the rules and regulations of the SEC (each such set of financial statements, “Annual Financial Statements”), audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Bank, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of audit not reasonably acceptable to the Bank; (b) promptly after the sending or filing thereof, copies of any other reports made on Form N-CSR or Form N-Q, schedules, supplements, material financial statements, material reports, material notices or material proxy statements filed by or on behalf of the Borrower with any securities exchange, the SEC or other regulatory authority or sent by the Borrower to its stockholders or other equity holders; (c) within five (5) Business Days of the end of each calendar month, a copy of its unaudited financial statement for such month (including at a minimum its closing Net Asset Value); (d) within five (5) Business Days of the Bank’s request, an estimate of the Borrower’s Net Asset Value as of any day; and (e) within five (5) Business Days of the Bank’s request, such other financial information as the Bank may reasonably request; provided that information required to be delivered pursuant to this Section 6.03 shall be deemed to have been delivered on the date on which the Borrower provides notice to the Bank that such information has been posted on the Borrower’s website at xxxxxxxxxxxxx.xxx, at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html or at another website identified in such notice and accessible by the Bank without charge.

Borrower Financial Information. The Borrower shall deliver to the Bank: (a) as soon as available, but in any event within sixty (60) days after the end of each fiscal year of the BorrowerBorrower and its consolidated Subsidiaries, a statement of financial condition of the Borrower, as at the end of such fiscal year, and the related consolidated statements of income, cash flows, changes in shareholders’ equity and changes in liabilities subordinated to claims of general creditors for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and the rules and regulations of the SEC (each such set of financial statements, “Annual Financial Statements”), audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Bank, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of audit not reasonably acceptable to the Bank; (b) promptly after the sending or filing thereof, copies of any other reports made on Form N-CSR or Form N-Q, schedules, supplements, material financial statements, material reports, material notices or material proxy statements filed by or on behalf of the Borrower with any securities exchange, the SEC SEC, FINRA or other regulatory authority or sent by the Borrower to its stockholders or other equity holders; (c) within five (5) Business Days of the end of each calendar month, a copy of its unaudited financial statement trial balance for such month (including at a minimum its closing Net Asset Value);; and (d) within five (5) Business Days of the Bank’s request, an estimate of the Borrower’s Net Asset Value as of any day; and (e) within five (5) Business Days of the Bank’s promptly upon request, such other financial information as the Bank may reasonably request; provided that information required to be delivered pursuant to this Section 6.03 shall be deemed to have been delivered on the date on which (i) in the case of non-routine information required to be delivered pursuant to this Section 6.03, the Borrower provides notice to the Bank that such information has been posted on the Borrower’s website at xxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxxxxxxx.xxx, at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html or at another website identified in such notice and accessible by the Bank without charge or (ii) in the case of routine information required to be delivered pursuant to this Section 6.03, such information has been posted on the Borrower’s website at xxx.xxxxxxxxxxxxxxxxx.xxx, at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html or at another website identified in a written notice from Borrower to the Bank and accessible by the Bank without charge.

Borrower Financial Information. The Borrower shall will deliver to the BankAdministrative Agent and each Lender: (ai) as soon as available, but available and in any event within sixty (60) 90 days after the end of each fiscal year Fiscal Year of the Borrower, a statement of financial condition copy of the Borrowerannual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year, Fiscal Year and the related consolidated statements of income, cash flows, changes in shareholdersstockholders’ equity and changes in liabilities subordinated to claims cash flows (together with all footnotes thereto) of general creditors the Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP and the rules and regulations of the SEC (each such set of financial statements, “Annual Financial Statements”), audited and accompanied reported on by a report and opinion of an Ernst & Young LLP or other independent certified public accountant accountants of nationally recognized standing reasonably acceptable to the Bank, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any (without a “going concern” or like qualification or qualification, exception or explanation and without any qualification or exception as to the scope of audit not reasonably acceptable such audit) to the Bankeffect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (ii) as soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrower, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the Borrower’s previous Fiscal Year; (iii) concurrently with the delivery of the financial statements referred to in subsections (a) and (b) of this Section (other than the financial statements for the fourth Fiscal Quarter of each Fiscal Year delivered pursuant to subsection (b) of this Section), a Compliance Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate and, if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI, (iii) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be, (iv) specifying whether any Subsidiary or group of Subsidiaries that are not Subsidiary Loan Parties (other than Insurance Subsidiaries and Subsidiaries of Insurance Subsidiaries) no longer qualify as Immaterial Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter and (v) stating whether any change in GAAP or the application thereof has occurred since the date of the mostly recently delivered audited financial statements of the Borrower and its Subsidiaries, and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate; (iv) promptly after the sending or filing thereofsame become publicly available, copies of any all periodic and other reports made on Form N-CSR or Form N-Q, schedules, supplements, material financial statements, material reports, material notices or material proxy statements and other materials filed by or on behalf of the Borrower with any Insurance Regulatory Authority, the Securities and Exchange Commission, or any Governmental ​ ​ Authority succeeding to any or all functions of said Commission, or with any national securities exchange, the SEC or other regulatory authority or sent distributed by the Borrower to its stockholders or other equity holdersshareholders generally, as the case may be; (cv) within five promptly following any request therefor, (5i) Business Days such other information regarding the results of operations, business affairs and financial condition of the end of each calendar month, a copy Borrower or any of its unaudited financial statement for such month (including at a minimum its closing Net Asset Value); (d) within five (5) Business Days of the Bank’s request, an estimate of the Borrower’s Net Asset Value as of any day; and (e) within five (5) Business Days of the Bank’s request, such other financial information Subsidiaries as the Bank Administrative Agent (or any Lender through the Administrative Agent) may reasonably request; provided that request and (ii) information and documentation reasonably requested by the Administrative Agent (or any Lender through the Administrative Agent) for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Documents required to be delivered pursuant to this Section 6.03 5.1(a)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with any Insurance Regulatory Authority or the Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on such Insurance Regulatory Authority’s public posting system or the Borrower provides notice to the Bank that Electronic Data Gathering, Analysis and Retrieval system (XXXXX), as applicable; or (ii) on which such information has been documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website at xxxxxxxxxxxxx.xxxor whether made available by the Administrative Agent). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and each Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or at another website identified its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in such notice Section10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and accessible by (z) the Bank without chargeAdministrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Borrower Financial Information. The Borrower shall will deliver to the Administrative Agent, each Lender and the Issuing Bank: (ai) as soon as available, but available and in any event within sixty (60) 120 days after the end of each fiscal year Fiscal Year of the BorrowerBorrower (commencing with the Fiscal Year ended December 31, 2023), a statement of financial condition copy of the Borrowerannual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at of the end of such fiscal year, Fiscal Year and the related consolidated and consolidating statements of income, cash flows, changes in shareholdersstockholders’ equity and changes in liabilities subordinated to claims cash flows (together with all footnotes thereto) of general creditors the Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP and the rules and regulations of the SEC (each such set of financial statements, “Annual Financial Statements”), audited and accompanied reported on by a report and opinion of an Xxxxx & Young LLP or other independent certified public accountant accountants of nationally recognized standing reasonably acceptable to the Bank, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any (without a “going concern” or like qualification or qualification, exception or explanation (other than as a result of, a current maturity in the final year of any Indebtedness permitted under Section 7.1) and without any qualification or exception as to the scope of audit not reasonably acceptable such audit) to the Bankeffect that such financial statements present fairly, in all material respects, the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated and consolidating basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards; (bii) as soon as available and in any event within 60 days after the end of each Fiscal Quarter of the Borrower (other than the fourth Fiscal Quarter of each Fiscal Year), an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the Borrower’s previous Fiscal Year; (iii) concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) of this paragraph (a) (other than the financial statements for the fourth Fiscal Quarter of each Fiscal Year delivered pursuant to clause (ii) of this paragraph (a)), a Compliance Certificate signed by a Responsible Officer of the Borrower (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate and, if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI (including, for the avoidance of doubt, the financial covenants set forth in Sections 6.3 and 6.4), (iii) specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries identified to the Lenders on LEGAL02/42400466v16 the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter, as the case may be and (iv) stating whether any change in GAAP or the application thereof has occurred since the date of the mostly recently delivered audited financial statements of the Borrower and its Subsidiaries, and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate; (iv) as soon as available and in any event within 60 days after the end of the calendar year, (A) a copy of the final annual operating budget and projections of the Borrower and its Subsidiaries for such Fiscal Year, as presented to the Borrower’s board of directors, and (ii) a comparison of the annual operating budget of Borrower and its Subsidiaries for the preceding Fiscal Year to actual results for such Fiscal Year; (v) with respect to each Insurance Subsidiary, within fifteen (15) days after the first to occur of (A) the required filing date (as established by Law or the applicable Insurance Regulatory Authority), and (B) the date on which actually filed, (1) audited annual financial statements, prepared in accordance with SAP, showing the financial condition and results of operations of such Insurance Subsidiary, as of, and for the year ended on, such last day, accompanied by a description of all material contingent Indebtedness and Off-Balance Sheet Liabilities of such Insurance Subsidiary, (2) annual financial statements prepared in accordance with NAIC, as filed with the applicable Insurance Regulatory Authority, (3) a copy of the “Statement of Actuarial Opinion” for such Insurance Subsidiary; (vi) with respect to each Insurance Subsidiary, within fifteen (15) days after the first to occur of (A) the required filing date (as established by Law or the applicable Insurance Regulatory Authority), and (B) the date on which actually filed, unaudited quarterly financial statements of such Insurance Subsidiary prepared in accordance with SAP, showing the financial condition and results of operations of such Insurance Subsidiary for the Fiscal Quarter then ended, in the form of quarterly financial statements prescribed by NAIC, together with a description of all material contingent Indebtedness and Off-Balance Sheet Liabilities of such Insurance Subsidiary; (vii) within one hundred twenty (120) days after the last day of each fiscal year of Borrower, a copy of the investment policy of Borrower (if any), and each Insurance Subsidiary then in effect, if different then investment policies previously delivered to the Administrative Agent; (viii) promptly upon the consummation of (and receipt of proceeds from) an offering resulting in an increase in “total stockholders’ equity,” the Borrower shall notify the Administrative Agent in writing of the amount of such offering and the resulting increase in “total stockholders’ equity”; (ix) promptly after the sending or filing thereofsame become publicly available, copies of any all periodic and other reports made on Form N-CSR or Form N-Q, schedules, supplements, material financial statements, material reports, material notices or material proxy statements and other materials filed by or on behalf of the Borrower with any Insurance Regulatory Authority, the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, the SEC or other regulatory authority or sent distributed by the Borrower to its stockholders or other equity holders; (c) within five (5) Business Days of shareholders generally, as the end of each calendar month, a copy of its unaudited financial statement for such month (including at a minimum its closing Net Asset Value); (d) within five (5) Business Days of the Bank’s request, an estimate of the Borrower’s Net Asset Value as of any daycase may be; and (ex) within five promptly following any request therefor, (5i) Business Days subject to any confidentiality obligations of the Bank’s requestBorrower, whether by contract or otherwise, and to any provisions of any Law prohibiting such disclosure, such other information regarding the results of operations, business affairs and financial information condition of the Borrower or any of its Subsidiaries as the Administrative Agent, any Lender or the Issuing Bank may reasonably request; provided that request and (ii) information and documentation reasonably requested by the Administrative Agent, any Lender or the Issuing Bank for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws. LEGAL02/42400466v16 Documents required to be delivered pursuant to this Section 6.03 5.1(a)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with any Insurance Regulatory Authority or the Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on such Insurance Regulatory Authority’s public posting system or the Borrower provides notice to the Bank that Electronic Data Gathering, Analysis and Retrieval system (XXXXX), as applicable; or (ii) on which such information has been documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website at xxxxxxxxxxxxx.xxxor whether made available by the Administrative Agent). The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Arrangers will make available to the Lenders and each Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (ii) certain of the Lenders and Issuing Bank (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at xxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or at another website identified its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in such notice Section10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and accessible by (z) the Bank without chargeAdministrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.