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liquidation, rehabilitation or other similar law or enactment now <br />or hereafter enacted affecting the enforcement of creditors' rights. <br />3. The execution and delivery by AMBAC Indemnity of the <br />Policy will not, and the consummation of the transactions <br />contemplated thereby and the satisfaction of the terms thereof <br />will not, conflict with or result in a breach of any of the <br />terms, conditions or provisions of the Certificate of Incorporation <br />or By -Laws of AMBAC Indemnity, or any restriction contained in <br />any contract, agreement or instrument to which AMBAC Indemnity is <br />a party or by which it is bound or constitute a default under any <br />of the foregoing. <br />4. Proceedings legally required for the issuance of the <br />Policy have been taken by AMBAC Indemnity and licenses, orders, <br />consents or other authorizations or approvals of any governmental <br />boards or bodies legally required for the enforceability of the <br />Policy have been obtained; any proceedings not taken and any <br />licenses, authorizations or approvals not obtained are not <br />material to the enforceability of the Policy. <br />5. The statements contained in the Official Statement <br />under the heading "MUNICIPAL BOND INSURANCE" insofar as such <br />statements constitute summaries of the matters referred to <br />therein, accurately reflect and fairly present the information <br />purported to be shown and, insofar as such statements describe <br />AMBAC Indemnity, fairly and accurately describe AMBAC Indemnity. <br />6. The form of Policy contained in the Official Statement <br />as Appendix F thereto is a true and complete copy of the form of <br />Policy. <br />Very truly yours, <br />By: <br />Vice President and Assistant <br />General Counsel <br />N <br />