PERIODIC AND OTHER REPORTS, PROXY STATEMENTS AND OTHER
MATERIALS FILED BY THE BORROWER OR ANY SUBSIDIARY WITH THE SEC, OR ANY
GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF SAID
COMMISSION, OR WITH ANY NATIONAL SECURITIES EXCHANGE, OR DISTRIBUTED BY THE
BORROWER TO ITS SHAREHOLDERS GENERALLY, AS THE CASE MAY BE;
(F)
PROMPTLY AFTER S&P SHALL HAVE ANNOUNCED A
CHANGE IN THE FINANCIAL STRENGTH RATING OF ACA FINANCIAL GUARANTY CORPORATION,
WRITTEN NOTICE OF SUCH RATING CHANGE;
(G)
PROMPTLY AFTER THE FILING THEREOF, A COPY OF
EACH STATUTORY STATEMENT FILED BY ACA FINANCIAL GUARANTY CORPORATION AND ANY
OTHER MATERIAL REGULATED INSURANCE COMPANY WITH THE APPLICABLE INSURANCE
REGULATORY AUTHORITY IN THE JURISDICTION IN WHICH IT IS DOMICILED;
(H)
PROMPTLY FOLLOWING THE DELIVERY OR RECEIPT,
AS THE CASE MAY BE, BY ANY REGULATED INSURANCE COMPANY OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, COPIES OF (A) EACH MATERIAL EXAMINATION AND/OR AUDIT
REPORT OR OTHER SUBMITTED TO ANY REGULATED INSURANCE COMPANY BY ANY APPLICABLE
INSURANCE REGULATORY AUTHORITY, (B) ALL MATERIAL INFORMATION WHICH THE LENDERS
MAY FROM TIME TO TIME REASONABLY REQUEST WITH RESPECT TO THE NATURE OR STATUS OF
ANY MATERIAL DEFICIENCIES OR VIOLATIONS REFLECTED IN ANY EXAMINATION REPORT OR
OTHER SIMILAR REPORT, AND (C) EACH REGISTRATION, FILING, SUBMISSION, REPORT,
ORDER, DIRECTION, INSTRUCTION, APPROVAL, AUTHORIZATION, LICENSE OR OTHER NOTICE
WHICH ANY BORROWER OR ANY REGULATED INSURANCE COMPANY MAY AT ANY TIME MAKE WITH,
OR RECEIVE FROM, ANY APPLICABLE INSURANCE REGULATORY AUTHORITY THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(I)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL
CONDITION OF THE BORROWER OR ANY SUBSIDIARY, OR COMPLIANCE WITH THE TERMS OF
THIS AGREEMENT, AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY
REQUEST.
Reports and financial statements required to be delivered by the Borrower
pursuant to paragraphs (a), (b), (e)
and (g) of this Section 5.01 shall be
deemed to have been delivered on the date on which the Borrower posts such
reports, or reports containing such financial statements, on its website on the
Internet at or when such reports, or reports containing such
financial statements are posted on the SEC's website at ; provided
that the Borrower shall deliver paper copies of the reports and financial
statements referred to in paragraphs (a), (b), (e) and (g) of this Section 5.01
to the Administrative Agent or any Lender who requests it to deliver such paper
copies until written notice to cease delivering paper copies is given by the
Administrative Agent or such Lender.
46
SECTION 5.02.
Notices of Material Events.
The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT OR PROCEEDING BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST
OR AFFECTING THE BORROWER OR ANY AFFILIATE THEREOF THAT COULD REASONABLY BE
EXPECTED TO BE ADVERSELY DETERMINED AND, IF SO ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO