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EXHIBIT B <br />AMBAC CONSENT LANGUAGE <br />AMBAC requires that the Financing Document include the following consent provisions: <br />A. Consent of AMBAC Indemnity. <br />Any provision of this [Financing Document] expressly recognizing or granting rights in or <br />to AMBAC Indemnity may not be amended in any manner which affects the rights of <br />AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. <br />B. Consent of AMBAC Indemnity in Addition to Bondholder Consent. <br />Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be <br />required in addition to Bondholder consent, when required, for the following purposes: <br />(i) execution and delivery of any supplemental [Financing Document] . or any <br />amendment, supplement or change to or modification of the [Loan Agreement, Lease <br />Agreement, etc.] (ii) removal of the Trustee or Paying Agent and selection and <br />appointment of any successor trustee or paying agent [required in those transactions in <br />which the Financing Document provides for a trustee or paying agent]; and (iii) initiation <br />or approval of any action not described in (i) or (ii) above which requires Bondholder <br />consent. <br />C. Consent of AMBAC Indemnity in the Event of Insolvency <br />Any reorganization or liquidation plan with respect to the [issuer or obligor] must be <br />acceptable to AMBAC Indemnity. In the event of any reorganization or liquidation, <br />AMBAC Indemnity shall have the right to vote on behalf of all bondholders who hold <br />AMBAC Indemnity -insured bonds absent a default by AMBAC Indemnity under the <br />applicable Municipal Bond Insurance Policy insuring such Bonds. <br />[In transactions for which acceleration is not a remedy for an event of default, the following <br />provision is to be included in the Financing Document.] <br />