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at least "AAA" and "AAA," respectively and " "and " " respectively, without regard to <br />the financial guaranty insurance policy (the "Policy") issued by AMBAC Assurance Corporation <br />(the "Insurer"), or (B) the Insurer shall inform the Underwriter or the County that it shall not deliver <br />the Policy at the time of Closing, or <br />(x) the rating of any class of security of the County shall have been downgraded or <br />withdrawn by a national credit rating service, or <br />the Certification has been modified or revoked. <br />(f) At or prior to the date of the Closing, the Underwriter shall receive the following <br />documents: <br />(i) The Resolution certified by the Clerk of Circuit Court under seal as having been <br />duly enacted, adopted or executed, as the case may be, by the County and as being in effect, with <br />only such supplements, modifications or amendments as may have been agreed to by the <br />Underwriter. <br />(ii) Fully executed counterparts of (A) the Continuing Disclosure Certificate, and (B) <br />the Official Statement and copies of conformed Official Statements sufficient to satisfy the <br />requirements of Section 4 hereof. <br />(iii) A final approving opinion of Bryant, Miller and Olive, P.A., Bond Counsel to the <br />County, addressed to you, dated the date of the Closing, in substantially the form included in the <br />Official Statement. <br />(iv) A letter ofBryant, Miller and Olive, P.A., addressed to the Underwriter, and dated <br />the date of Closing, to the effect that their final approving opinion referred to in Section 8(f)(iii) <br />hereofmay be relied upon by the Underwriter and the Insurer to the same extent as if such opinion <br />were addressed to the Underwriter and the Insurer. <br />(v) A supplemental opinion of Bryant, Miller and Olive, P.A., addressed to you and <br />the Underwriter, and dated the date of Closing, to the effect that, (A) the information set forth in <br />the Official Statement under the headings, "INTRODUCTION," "AUTHORITYFOR BONDS," <br />"PURPOSE OF IS SUANCE," "DESCRIPTION OF THE BONDS "and "AD VALOREM TAX <br />MA 1"i ERS" (other than the financial and statistical information and information concerning the <br />Insurer included therein as to which no opinion need be expressed), insofar as such information <br />purports to be descriptions or summaries ofthe Act, the Resolution, the referendum and the Series <br />2003 Bonds, constitute correct summaries of the matters set forth or the documents referred to <br />therein, and the information under the heading "TAX EXEMPTION" is correct, and (B) the Series <br />2003 Bonds are not required to be registered under the Securities Act of 1933, as amended, and <br />it is not necessary to qualify the Resolution under the Trust Indenture Act of 1939, as amended. <br />9 <br />