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t <br /> [BOND COUNSEL OPINION] <br /> STATEMENT OF INSURANCE <br /> Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the <br /> following provisions with respect to Indian River County, Florida, Revenue Bonds (Spring Training <br /> Facility), Series 2001 (the "Bonds"), such policy being on file at the principal office of[Paying <br /> Agent], as paying agent (the"Paying Agent"): <br /> Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the <br /> Bondholders that portion of the principal of and interest on the Bonds which is then due forpayment <br /> and which the issuer of the Bonds(the"Issuer")shall have failed to provide. Due for paymentmea <br /> with respect to principal; the stated maturity date thereof, or the date on which the same shall have <br /> been duly called for mandatory sinking fund redemption and does not refer to any earlier date on <br /> which the payment of principal of the Bonds is due by reason of call for redemption (other than <br /> mandatory sinking fund redemption), acceleration or other advancement of maturity, and with respect <br /> to interest, the stated date for payment of such interest. <br /> Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice <br /> by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the <br /> required payment of principal or interest has not been made by the Issuer to the Paying Agent, <br /> Financial Guaranty on the due date of such payment or within one business day after receipt of notice <br /> of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street <br /> Bank and Trust Company, N.A., or its successor as its agent (the "Fiscal Agent"), sufficient to make <br /> the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence <br /> satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments <br /> of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, <br /> the Fiscal Agent will disburse such amount to the Bondholder. <br /> As used herein the term"Bondholder" means the person other than the Issuer or the borrower(s) of <br /> bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to <br /> payment thereof. <br /> The policy is non-cancellable for any reason. <br /> FINANCIAL GUARANTY INSURANCE COMPANY <br /> A-5 <br />