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guarantor's long term unsecured rating falls below "Baal" or "BBB+" by either Moody's or S&P, a replacement counterparty or guarantor, acceptable to the 2018 Bond Insurer, shall be required. Section 12.16 Bond Insurer Notice Provisions. [SAMPLE PROVISIONS] The Bond Insurer shall be provided with the following information by the Agency or Trustee, as the case may be: (i) Annual audited financial statements as part of the Annual Report (as defined in the Continuing Disclosure Agreement), provided, however, that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report, and later than the date required for the filing of the Annual Report and as soon as practicable if they are not available by that date, and such other information, data or reports as the Bond Insurer shall reasonably request from time to time; (ii) Notice of any draw upon the Agency's Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the applicable Reserve Account Requirement and (ii) withdrawals in connection with a refunding of the Bonds insured by the Bond Insurer; (iii) Notice of any default known to the Trustee or Agency within five Business Days after knowledge thereof, (iv) Prior notice of the advance refunding or redemption of any of the Bonds insured by the Bond Insurer, including the principal amount, maturities and CUSIP numbers thereof, (v) Notice of the resignation or removal of the Trustee and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; (vi) Notice of the commencement of any proceeding by or against the Agency commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); (vii) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds insured by the Bond Insurer; (viii) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (ix) All reports, notices and correspondence to be delivered to Bondowners under the terms of the Related Documents. In addition, to the extent that the Agency has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds insured by the Bond Insurer, all information famished pursuant to such agreements shall also be provided to the Bond Insurer, simultaneously with the furnishing of such information. 4150-2542-5420.3 63 40990-25 SA -3-81