Common use of Statements and Other Information Clause in Contracts

Statements and Other Information. Holdings will deliver to the Administrative Agent for delivery to each Lender: (1) as soon as available and in any event within 120 days after the end of each Fiscal Year of Holdings, a copy of the annual audited report for such Fiscal Year for Holdings and its Subsidiaries (commencing with the Fiscal Year ended December 31, 2019), containing a consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Deloitte or other independent public accountants of nationally recognized standing (which may have a “going concern” or like qualification, exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result of the impending Maturity Date but without any other qualification as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP; (2) as soon as available and in any event within 60 days (or in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (b), 180 days) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities); (3) as soon as available and in any event: (i)(A) at any time prior to the occurrence of a Significant Equity Capital Raise, within 30 days after the end of each Fiscal Month (commencing with the Fiscal Month ended October 31, 2019) of Holdings, an unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of the end of such Fiscal Month and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Month and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Month and the corresponding portion of Holdings’ previous Fiscal Year and the corresponding figures for the budget for the current Fiscal Year, together with a monthly reporting package consistent with Exhibit 5.1(c) (provided, that delivery of such monthly reporting package shall commence for the Fiscal Month ending January 31, 2020); and (iiB) at any time after the occurrence of a Significant Equity Capital Raise, within 3045 days after the end of each Fiscal Quarter, quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP), consisting of balance sheet, income statement and cash flows of each Insurance Subsidiaryof the first three Fiscal Quarters of Holdings (commencing with the first Fiscal Quarter ending after the occurrence of the Significant Equity Capital Raise other than the fourth Fiscal Quarter of a Fiscal Year), an unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of Holdings 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 Holdings’ previous Fiscal Year; and (iiiii) within 45 days after the end of each Fiscal Quarter (or 60 days after the end of each Fiscal Quarter ending December 31), quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP) as filed with the Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such financial statements as required by such Insurance Regulatory Authority); (4) concurrently with the delivery of the financial statements referred to in subsections (a) and (c)(i) of this Section, a Compliance Certificate; (5) [reserved]; (6) as soon as available and in any event within 3090 days after the end of the calendar year, forecasts and a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity; (7) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed 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, or distributed by Holdings to its shareholders generally, as the case may be; (8) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC of the financial condition and operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (9) promptly following receipt thereof, (i) a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority and (ii) each audit of any Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (10) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of Holdings or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the 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 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 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 Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative 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”.

Statements and Other Information. Holdings will deliver The Issuer shall furnish to the Administrative Agent (with sufficient copies for delivery to each Lender:Noteholder): (1a) as As soon as available and in any event within 120 (i) forty five (45) days after the end of each Fiscal Year of Holdings, a copy of the annual audited report for such Fiscal Year for Holdings first three fiscal quarters of each fiscal year and its Subsidiaries (commencing with ii) ninety (90) days after the Fiscal Year ended December 31end of the last fiscal quarter of each fiscal year, 2019), containing (i) a consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating balance sheet of Holdings the Issuer and its Subsidiaries as of the end of such Fiscal Year fiscal quarter, and (ii) the related consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating statements of income, stockholdersshareholders’ equity and cash flows (together with all footnotes thereto) of Holdings the Issuer and its Subsidiaries for such Fiscal Yearquarter and the portion of the fiscal year through the end of such fiscal quarter, in each case, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the previous Fiscal Yearcorresponding period in the preceding fiscal year, all in reasonable detail and reported on by Deloitte or other independent public accountants together with (iii) a certificate of nationally recognized standing (which may have a “going concern” or like qualification, exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result Responsible Officer of the impending Maturity Date but without any other qualification as to the scope of such auditIssuer stating that (x) to the effect that such financial statements fairly present fairly in all material respects the financial condition of the Issuer and its Subsidiaries as at such date and (y) the results of operations of Holdings the Issuer and its Subsidiaries for the period ended on such Fiscal Year on a consolidated basis date have been prepared in accordance with GAAP;GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that documents required to be furnished pursuant to this Section 8.01(a) shall be deemed furnished on the date that such documents are publicly available on “XXXXX” (with the related certificate separately delivered). (2b) as As soon as available and in any event within 60 days ninety (or in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (b), 180 days90) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities); (3) as soon as available and in any event: (i)(A) at any time prior to the occurrence of a Significant Equity Capital Raise, within 30 days after the end of each Fiscal Month fiscal year, (commencing with i) the Fiscal Month ended October 31, 2019) of Holdings, an unaudited consolidated and consolidating balance sheets of Holdings the Issuer and its Subsidiaries as of the end of such Fiscal Month fiscal year, and (ii) the related unaudited consolidated and consolidating statements of income income, shareholders’ equity and cash flows of Holdings the Issuer and its Subsidiaries for such Fiscal Month and the then elapsed portion of such Fiscal Yearfiscal year, setting forth in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding Fiscal Month previous fiscal year, accompanied by a report and opinion thereon of independent certified public accountants of recognized national standing reasonably acceptable to the corresponding portion of Holdings’ previous Fiscal Year Administrative Agent, which report and the corresponding figures for the budget for the current Fiscal Year, together with a monthly reporting package consistent with Exhibit 5.1(c) (provided, that delivery of such monthly reporting package opinion shall commence for the Fiscal Month ending January 31, 2020); and (iiB) at any time after the occurrence of a Significant Equity Capital Raise, within 3045 days after the end of each Fiscal Quarter, quarterly financial statements of each Insurance Subsidiary (be prepared in accordance with SAPPublic Company Accounting Oversight Board standards and shall not be subject to (x) with respect to any such reports or opinions prepared for any fiscal year ending after December 31, 2022, any “ going concern” or similar qualification or exception (other than any such qualification or exception in respect of the Issuer’s failure to have access to sufficient cash to pay the Obligations in full on the Maturity Date) or (y) any qualification or exception as to the scope of such audit, and in the case of such consolidating financial statements, certified by a Responsible Officer of the Issuer; provided that documents required to be furnished pursuant to this Section 8.01(b) shall be deemed furnished on the date that such documents are publicly available on “XXXXX”. (c) Together with the financial statements required pursuant to Sections 8.01(a) and 8.01(b), consisting of balance sheet(i) a management discussion and analysis (“MD&A”), income statement prepared in writing and cash flows of each Insurance Subsidiaryof the first three Fiscal Quarters of Holdings (commencing in reasonable detail in a manner consistent with the first Fiscal Quarter ending after the occurrence requirements of Item 303 of Regulation S–K of the Significant Equity Capital Raise other than Securities Act, discussing the fourth Fiscal Quarter Issuer’s financial condition and results of operations as set forth in such financial statements; provided that for so long as Issuer remains (A) a “smaller reporting company” as defined in the Securities Act and Exchange Act and/or (B) an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) through the end of an applicable reporting period, any reduced disclosure obligations under SEC rules relating to the MD&A applicable to smaller reporting companies and/or emerging growth companies shall apply and (ii) a compliance certificate of a Fiscal YearResponsible Officer, substantially in the form of Exhibit E (a “Compliance Certificate”), an unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements applicable accounting period, including, with respect to the financial statement delivered pursuant to Section 8.01(b), details of income and cash flows any issues that are material that are raised by the Issuer’s auditors. In addition, promptly following the Administrative Agent’s reasonable request, reasonable proof of Holdings 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 Holdings’ previous Fiscal Year; and Issuer’s compliance with Section 10.01. (iiiiid) within 45 days [Reserved]. (e) Promptly after the end same are released, copies of each Fiscal Quarter (all press releases; provided that documents required to be furnished pursuant to this Section 8.01(e) shall be deemed furnished on the date that such documents are publicly available on “XXXXX” or 60 days after on the end of each Fiscal Quarter ending December 31), quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP) as filed with the Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such financial statements as required by such Insurance Regulatory Authority);Issuer’s website. (4f) concurrently with the delivery of the financial statements referred to in subsections (a) and (c)(i) of this SectionPromptly, a Compliance Certificate; (5) [reserved]; (6) as soon as available and in any event within 3090 days five (5) Business Days after receipt, by an Obligor thereof, copies of each material notice or other material correspondence received from any ​ securities regulator or exchange to the end authority of which the Issuer or any Obligor may become subject from time to time concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the calendar year, forecasts and a pro forma budget for Issuer or any Obligor; provided that documents required to be furnished pursuant to this Section 8.01(f) shall be deemed furnished on the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity;date that such documents are publicly available on “XXXXX”. (7g) promptly Promptly (and in any event within five (5) Business Days of delivery) after the same become publicly are available, copies of all periodic each annual report, proxy or financial statement and any other statements, reports, proxy statements communications and other materials filed with any Insurance Regulatory Authority, notices (including board kits) made available to the Securities and Exchange Commission, Issuer’s Board or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; (8) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC holders of the financial condition and operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (9) promptly following receipt thereof, (i) a copy Equity Interests of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority and (ii) each audit of any Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (10) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of Holdings Issuer or any of its Subsidiaries (including copies of all annual, regular, periodic and special reports and registration statements which the Issuer or any its Subsidiaries may file or be required to file with any securities regulator or exchange to the authority of which the Issuer or such Subsidiary, as applicable, may become subject from time to time); provided that documents required to be furnished pursuant to this Section 8.01(g) shall be deemed furnished on the date that such documents are publicly available on “XXXXX”. Notwithstanding the foregoing, any materials delivered to a member of the Board of Issuer that is a representative of Administrative Agent or its Affiliates shall satisfy the requirements of this clause (g) so long as such member is permitted to provide such materials to the Administrative Agent. (h) Promptly following Administrative Agent’s reasonable request, the information regarding insurance maintained by the Issuer and its Subsidiaries as required under Section 8.05. (i) Within thirty (30) days following the end of each calendar month, evidence satisfactory to the Administrative Agent, based upon the Issuer’s bank account statements, that the Issuer has met its minimum liquidity requirement set forth in Section 10.01. (j) Such other information respecting the operations, properties, business, liabilities or condition (financial or otherwise) of the Obligors (including with respect to the Collateral) as the Administrative Agent or any Lender may from time to time reasonably request and (ii) information and documentation reasonably requested by request. The Issuer hereby acknowledges that the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the 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”) Noteholders may have personnel who do not wish to receive material non-public information with respect to the Borrower Issuer or its Affiliates, or the respective securities of any of the foregoing, and who the Administrative Agent, the Noteholders or their respective personnel 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 In order 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 a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”avoid disclosing material non-public information, the Borrower shall be deemed parties hereto covenant and agree that Issuer will not become obligated to have authorized provide the Administrative Agent, the Arrangers, the Issuing Bank and the Lenders any Noteholder or their respective representatives or agents with any information pursuant to treat such Borrower Materials as not containing any material non-public this Section 8.01 other than information (although it may be sensitive and proprietary) with respect to the Borrower or 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 Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted is required to be made publicly disclosed by the SEC and is publicly available through a portion of the Platform designated on “Public Side InformationXXXXX”; and , unless (zx) the Administrative Agent and or its Affiliates have a representative on the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion Board of the Platform not designated “Public Side Information”Issuer or (y) prior thereto, the Administrative Agent or a Noteholder, as the case may be, shall have notified the Issuer in writing that it consents to receive such information.

Statements and Other Information. Holdings will The Company shall deliver to the Administrative Agent for delivery to each LenderMajor Purchaser: (1i) as soon as available and in any event within 120 100 days after the end of each Fiscal Year of Holdings, a copy fiscal year of the annual Company, an audited report for such Fiscal Year for Holdings and its Subsidiaries (commencing with the Fiscal Year ended December 31, 2019), containing a consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating balance sheet of Holdings and its Subsidiaries the Company as of at the end of such Fiscal Year year and the related consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating audited statements of income, stockholders’ equity operations and of cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries the Company for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on certified by Deloitte Xxxxxx Xxxxxxxx LLP or other independent another firm of certified public accountants of nationally recognized standing established national reputation selected by the Board of Directors (which may have with a “going concern” or like qualification, exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result majority of the impending Maturity Date but without any other qualification as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP; (2) as soon as available and in any event within 60 days (or in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (bPurchaser Directors concurring), 180 days) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities)generally accepted accounting principles; (3ii) as soon as available and in any event: (i)(A) at any time prior to the occurrence of a Significant Equity Capital Raise, within 30 days after the end of each Fiscal Month (commencing with the Fiscal Month ended October 31, 2019) of Holdingsmonth, an unaudited consolidated and consolidating balance sheets sheet of Holdings and its Subsidiaries the Company as of at the end of such Fiscal Month month and the related unaudited consolidated and consolidating statements of income operations and of cash flows of Holdings and its Subsidiaries the Company for such Fiscal Month month and for the then elapsed portion current fiscal year to the end of such Fiscal Yearmonth, setting forth in each case in comparative form the figures Company's operating budget for the corresponding Fiscal Month and the corresponding portion of Holdings’ previous Fiscal Year and the corresponding figures for the budget periods for the current Fiscal Yearfiscal year, together accompanied by an executive summary of the activities of the Company during such month, signed by the Company's chief executive officer and chief financial officer; (iii) as soon as available, but in any event not later than 30 days prior to the beginning of each new fiscal year, an operating budget for such fiscal year approved by the Board of Directors (with a monthly reporting package consistent majority of the Purchaser Directors concurring); (iv) with Exhibit 5.1(c) (providedreasonable promptness, that delivery such other notices, information and data with respect to the Company as the Company delivers to the holders of its Class A Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-I Preferred Stock, and such monthly reporting package shall commence for other information and data as the Fiscal Month ending January 31, 2020); and (iiB) at any Purchaser may from time after the occurrence of a Significant Equity Capital Raise, within 3045 days after the end of each Fiscal Quarter, quarterly to time reasonably request. The foregoing financial statements shall be prepared on a consolidated basis, if the Company then has any Subsidiaries. The financial statements delivered pursuant to clause (ii) shall be accompanied by a certificate of each Insurance Subsidiary (the Chief Financial Officer of the Company stating that such statements have been prepared in accordance with SAP), consisting of balance sheet, income statement generally accepted accounting principles consistently applied and cash flows of each Insurance Subsidiaryof the first three Fiscal Quarters of Holdings (commencing with the first Fiscal Quarter ending after the occurrence of the Significant Equity Capital Raise other than the fourth Fiscal Quarter of a Fiscal Year), an unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of Holdings 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 Holdings’ previous Fiscal Year; and (iiiii) within 45 days after the end of each Fiscal Quarter (or 60 days after the end of each Fiscal Quarter ending December 31), quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP) as filed with the Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such financial statements as required by such Insurance Regulatory Authority); (4) concurrently with the delivery of the financial statements referred to in subsections (a) and (c)(i) of this Section, a Compliance Certificate; (5) [reserved]; (6) as soon as available and in any event within 3090 days after the end of the calendar year, forecasts and a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity; (7) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed 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, or distributed by Holdings to its shareholders generally, as the case may be; (8) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC of fairly present the financial condition and results of operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (9) promptly following receipt thereof, (i) a copy of the “Statement of Actuarial Opinion” Company at the date thereof and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority and (ii) each audit of any Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (10) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of Holdings or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the 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 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 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 Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative 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”periods covered thereby.

Statements and Other Information. Holdings The Borrowers will ------------------------------------------ deliver to the Administrative Agent for delivery to each Lender: (1) Holder: 1 as soon as available and in any event within 120 days after the end of each Fiscal Year of Holdingsmonth, a copy of the annual audited report for such Fiscal Year for Holdings and its Subsidiaries (commencing with the Fiscal Year ended December 31, 2019), containing a consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries for such Fiscal Year, setting forth but in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Deloitte or other independent public accountants of nationally recognized standing (which may have a “going concern” or like qualification, exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result of the impending Maturity Date but without any other qualification as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP; (2) as soon as available and in any no event within 60 days (or in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (b), 180 days) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities); (3) as soon as available and in any event: (i)(A) at any time prior to the occurrence of a Significant Equity Capital Raise, within later than 30 days after the end of each Fiscal Month month, the unaudited, consolidated financial statements of the Company, for each month, respectively, including, without limitation, statements of profit and loss, cash flow statements and balance sheets. Each such financial statement shall be prepared in accordance with GAAP (commencing subject to normal year-end adjustments and without footnotes) and on a basis consistent with the Fiscal Month ended October 31annual audited statements of the Company delivered pursuant to Section 7.2(b) and on a basis consistent with such statements prepared in prior periods. In addition, 2019) each such financial statement delivered after the completion of Holdingsa fiscal quarter shall be: 2 annual audited consolidated financial statements of the Company, an unaudited consolidated including, without limitation, statements of profit and consolidating loss, cash flow statements and balance sheets of Holdings and its Subsidiaries ("Financials"), as of the end of such Fiscal Month and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Month and the then elapsed portion of such Fiscal Yearsoon as available and, setting forth in each case in comparative form the figures for the corresponding Fiscal Month and the corresponding portion of Holdings’ previous Fiscal Year and the corresponding figures for the budget for the current Fiscal Year, together with a monthly reporting package consistent with Exhibit 5.1(c) (provided, that delivery of such monthly reporting package shall commence for the Fiscal Month ending January 31, 2020); and (iiB) at any time after the occurrence of a Significant Equity Capital Raiseevent, within 3045 90 days after the end of each of the Borrower's fiscal years, which Financials: 1 shall be prepared in accordance with GAAP, 2 shall be accompanied by an opinion, without material qualification (including, without limitation, any qualification arising from the scope of the audit or with respect to the continuance of each of the Company and its Subsidiaries as going concerns) of a "Big 6" certified public accounting firm, that such Financials fairly present, in all material respects, the financial position of the companies being reported upon at the end of such fiscal year and the results of their operations and cash flows for such year in conformity with GAAP and that its examination of such Financials has been made in accordance with generally accepted auditing standards and included such tests of the accounting records and other auditing procedures as it considered necessary in the circumstances, and 3 shall be accompanied by (A) a certificate of such accountants stating that, in making the examination necessary for the issuance of the opinion referred to in clause (ii) of this Section 7.2(b), no knowledge was obtained of any Default or Event of Default (or as certified by such accountants, a Default or Event of Default has occurred and is continuing, and, if such is the case, a statement as to the nature thereof), (B) a written acknowledgment by such accountants that the Holder is relying on the opinions referred to in clause (ii) of this Section 7.2(b) and (C) all internal management letters prepared by financial officers of the Company, if any; 3 not later than 30 days prior to the beginning of each Fiscal QuarterYear of the Company (except for the 1998 Fiscal Year, quarterly which must be provided no later than January 1, 1998), an annual business plan, including forecasts by quarter of such fiscal year's pro forma financial statements of each Insurance Subsidiary of the Companies (on a consolidated basis), Suncom and their respective Subsidiaries. All such forecasts shall be prepared on a basis consistent with the audited balance sheets of the Company delivered pursuant to Section 7.2(b), shall include statements of profit and loss, statements of cash flow, balance sheets, and detailed business assumptions, and shall be accompanied by a certificate of the Chief Financial Officer of the Company that such forecasts present, on a pro forma basis, and in accordance with SAP)the Company's then current assumptions of future conditions, consisting of balance sheet, income statement the Company's best good faith estimate and cash flows of each Insurance Subsidiaryof the first three Fiscal Quarters of Holdings (commencing with the first Fiscal Quarter ending after the occurrence projection of the Significant Equity Capital Raise other than the fourth Fiscal Quarter of Companies' results (on a Fiscal Year), an unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and cash flows of Holdings 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 basis) for the corresponding Fiscal Quarter and the corresponding portion of Holdings’ previous Fiscal Year; and (iiiii) within 45 days after the end of each Fiscal Quarter (or 60 days after the end of each Fiscal Quarter ending December 31), quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP) as filed with the Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such financial statements as required by such Insurance Regulatory Authority)periods described; (4) concurrently with the delivery of the financial statements referred to in subsections (a) and (c)(i) of this Section, a Compliance Certificate; (5) [reserved]; (6) as soon as available and in any event within 3090 days after the end of the calendar year, forecasts and a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity; (7) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed 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, or distributed by Holdings to its shareholders generally, as the case may be; (8) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC of the financial condition and operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (9) promptly following receipt thereof, (i) a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority and (ii) each audit of any Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (10) promptly following any request therefor, (i) such other information regarding the results of operations, business affairs and financial condition of Holdings or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the 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 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 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 Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative 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”.

Statements and Other Information. Holdings will deliver Deliver to the Administrative Agent for delivery Agent, in form and detail reasonably acceptable to each Lenderthe Administrative Agent: (1a) as soon as available and available, but in any event within 120 105 days after the end of each Fiscal Year of Holdings, a copy of the annual audited report for such Fiscal Year for Holdings and its Subsidiaries (commencing with the Fiscal Year ended December 31, 2019), containing a consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating Consolidated balance sheet of Holdings and its Subsidiaries as of at the end of such Fiscal Year Year, and the related consolidated and, prior to the occurrence of a Significant Equity Capital Raise, consolidating Consolidated statements of incomeincome or operations, stockholdersshareholders’ equity (if available) and cash flows (together with all footnotes thereto) of Holdings and its Subsidiaries for such Fiscal Year, Year setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on prepared in accordance with GAAP, audited and accompanied by Deloitte a report and opinion of Ernst & Young LLP or other independent public accountants another Registered Public Accounting Firm of nationally recognized standing (reasonably satisfactory to the Administrative Agent, which may have a 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, qualification or exception or explanation for the Fiscal Year ending December 31, 2019 solely as a result of the impending Maturity Date but without any other qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Holdings and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP; (2b) as soon as available and available, but in any event within 60 days (or in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (b), 180 days) after the end of each Fiscal Year of each Insurance Subsidiary (commencing, in the case of any audited statements and risk-based capital reports required to be delivered, with the Fiscal Year ended December 31, 2019), the annual statement of such Insurance Subsidiary (prepared in accordance with SAP) for such Fiscal Year and as filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such annual statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Regulatory Authorities); (3) as soon as available and in any event: (i)(A) at any time prior to the occurrence of a Significant Equity Capital Raise, within 30 50 days after the end of each Fiscal Month (commencing with the Fiscal Month ended October 31, 2019) of Holdings, an unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of the end of such Fiscal Month and the related unaudited consolidated and consolidating statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Month and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding Fiscal Month and the corresponding portion of Holdings’ previous Fiscal Year and the corresponding figures for the budget for the current Fiscal Year, together with a monthly reporting package consistent with Exhibit 5.1(c) (provided, that delivery of such monthly reporting package shall commence for the Fiscal Month ending January 31, 2020); and (iiB) at any time after the occurrence of a Significant Equity Capital Raise, within 3045 days after the end of each Fiscal Quarter, quarterly financial statements of each Insurance Subsidiary (prepared in accordance with SAP), consisting of balance sheet, income statement and cash flows of each Insurance Subsidiaryof the first three Fiscal Quarters of each Fiscal Year of Holdings (commencing with the first Fiscal Quarter ending after the occurrence of the Significant Equity Capital Raise other than the fourth Fiscal Quarter of May 26, 2012) a Fiscal Year), an unaudited consolidated Consolidated balance sheet of Holdings and its Subsidiaries as of at the end of such Fiscal Quarter Quarter, and the related unaudited consolidated Consolidated statements of income or operations and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the then elapsed portion of such Holdings’ Fiscal YearYear then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of Holdings’ the previous Fiscal YearYear and to the figures as set forth in the projections delivered pursuant to Section 6.01(d)), all in reasonable detail, certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments, including, but not limited to, purchase accounting adjustments, and the absence of footnotes; provided that, simultaneously with the delivery of the financial statements for the Fiscal Quarter ending July 2, 2016, the Borrower shall deliver to the Administrative Agent Consolidated statements of income or operations and cash flows of Holdings and its Subsidiaries for the Transition Period, together with the related information for the Transition Period required pursuant to clause (iiiiie) below; US 7504294v.5 CHA715/10017​ ​ (c) during any Monthly Financial Statement Delivery Period, as soon as available, but in any event within 45 40 days after the end of each of the Fiscal Months of each Fiscal Year of Holdings (commencing with the first full Fiscal Month ended after the Closing Date) (and except with respect to (i) the last Fiscal Month of each Fiscal Quarter of Holdings, with respect to which the applicable period for delivery shall be 50 days rather than 40 days, and (ii) the last Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 105 days rather than 40 days, and (iii) the first Fiscal Month of each Fiscal Year of Holdings, with respect to which the applicable period for delivery shall be 70 days rather than 40 days), a Consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Month, and the related Consolidated statements of income or operations and cash flows for such Fiscal Month and for the portion of Holdings’ Fiscal Year then ended, setting forth in each case in comparative form for the corresponding month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, and to the figures as set forth in the projections delivered pursuant to Section 6.01(d), all in reasonable detail and duly certified by a Responsible Officer on behalf of Holdings as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity, and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end and quarterly adjustments and the absence of footnotes. Upon the commencement of any Monthly Financial Statement Delivery Period, the Borrower shall deliver to the Administrative Agent, within five (5) days following the first day of such Monthly Financial Statement Delivery Period, the foregoing financial statements for the most recently ended Fiscal Month for which financial statements would have been due prior to such date had the last day of such Fiscal Month occurred during a Monthly Financial Statement Delivery Period. (d) as soon as available, but in any event no later than 60 days after the end of each Fiscal Quarter Year of Holdings commencing at the end of the Fiscal Year ending December 31)February 23, quarterly 2013, an annual budget of Holdings and its Subsidiaries on a Consolidated basis for the immediately following Fiscal Year, prepared by management of the Loan Parties for its internal use consistent with the annual budget and related financial statements of each Insurance Subsidiary (prepared in accordance with SAP) delivered by the Borrower under the Existing Credit Agreement or as filed with otherwise reasonably acceptable to the Insurance Regulatory Authority of the state in which such Insurance Subsidiary is domiciled (together with any certifications or statements of such Insurance Subsidiary relating to such financial statements as required by such Insurance Regulatory Authority);Administrative Agent; and (4e) concurrently simultaneously with the delivery of the each set of financial statements referred to in subsections (a) and (c)(i) of this Section, a Compliance Certificate; (5) [reserved]; (6) as soon as available and in any event within 3090 days after the end of the calendar year, forecasts and a pro forma budget for the succeeding Fiscal Year, containing an income statement, balance sheet, statement of cash flow and projected dividend capacity; (7) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed 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, or distributed by Holdings to its shareholders generally, as the case may be; (8) promptly following the delivery to or receipt by Holdings, the Borrower or any of their respective Subsidiaries thereof, (i) a copy Section 6.01(a), Section 6.01(b) and Section 6.01(c) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of any regular or periodic final examination reports or results of any market conduct examination or examination by the applicable Insurance Regulatory Authority or the NAIC of the Unrestricted Subsidiaries and variable interest entities (if any) from such financial condition and operations of, or any notice of any finding as to a violation of any Requirement of Law from an Insurance Regulatory Authority, or (ii) any other report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time) that would reasonably be expected to result in a Material Adverse Effect; (9) promptly following receipt thereof, (i) a copy of the “Statement of Actuarial Opinion” and “Management Discussion and Analysis” for each Insurance Subsidiary that is provided to the applicable Insurance Regulatory Authority or other applicable Governmental Authority (or equivalent information should such Governmental Authority no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the applicable Insurance Regulatory Authority statements and (ii) each audit of any Insurance Subsidiary from Section 6.01(a) and Section 6.01(b) above, a management narrative report providing reasonable detail on the applicable Insurance Regulatory Authorities; and (10) promptly following any request therefor, (i) such other information regarding the financial results of operations, business affairs Holdings for the period covered by such financial statements compared to the corresponding prior year period and financial condition of Holdings or any of its Subsidiaries the key factors (as the Administrative Agent or any Lender may reasonably request and (ii) information and documentation reasonably requested determined in good faith by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws. Notwithstanding the foregoing or anything in Section 5.2 to the contrary, Holdings and its Subsidiaries shall not be required to disclose any information or deliver any document to the extent it would violate confidentiality agreements or any Requirement of Law or result in a loss of attorney-client privilege or claim of attorney work product; provided that, in the event that Holdings and its Subsidiaries do not disclose any Borrower) causing such information or deliver any document pursuant to such restrictions or obligations, the Borrower shall provide written notice to the Administrative Agent that such information or document is being withheld and the Borrower shall use commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege; provided further that to the extent any such restriction or obligation is removed or no longer valid, the Borrower shall promptly share any such information that was withheld. Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the 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 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 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 Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative 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”changes.