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for the insurance policy of Financial Guaranty <br />Insurance Company ("FGIC") described in the Official <br />Statement has been made by the County and received by <br />FGIC, that FGIC has received all documents that it has <br />deemed necessary to review and that such insurance <br />policy is in full force and effect; <br />(viii) A certificate of FGIC or opinion of <br />Counsel to FGIC, dated the date of Closing, addressed <br />to the Underwriter, to the effect that (A) FGIC is duly <br />qualified to do business in the State of Florida, <br />(B) FGIC has full corporate power and authority to <br />execute and deliver the insurance policy for the Bonds <br />(the "Policy") and the Policy has been duly authorized, <br />executed and delivered by FGIC and constitutes a legal, <br />valid and binding obligation of FGIC enforceable in <br />accordance with its terms, and (C) the statements <br />contained in the Official Statement under the heading <br />"MUNICIPAL BOND INSURANCE" insofar as such statements <br />constitute summaries of the matters referred to <br />therein, accurately reflect and fairly present the <br />information purported to be shown and, insofar as such <br />statements purport to describe FGIC, fairly and <br />accurately describe FGIC; <br />(ix) A letter from each of Moody's Investors <br />Service and Standard & Poor's Corporation to the effect <br />that the Bonds have been assigned a rating no less <br />favorable than "Aaa" and "AAA," respectively, which <br />ratings shall be in effect as of the date of Closing; <br />(x) Such additional legal opinions, <br />certificates, proceedings, instruments and other <br />documents as the Underwriter or Bond Counsel may deem <br />necessary to evidence compliance by the Issuer with <br />applicable legal requirements, the truth and accuracy <br />in all material respects as of the time of the Closing <br />of your representations and warranties contained herein <br />and in the Official Statement and the due performance <br />or satisfaction by you at or prior to such time of all <br />agreements then to be performed and all conditions then <br />to be satisfied by you. <br />If the Issuer shall be unable to satisfy the conditions to <br />the Underwriter's obligations contained in this Agreement or if <br />the Underwriter's obligations shall be terminated for any reason <br />permitted by this Agreement, this Agreement shall terminate and <br />neither the Underwriter nor the Issuer shall have any further <br />obligation hereunder, except that the check referred to in <br />Section 3 hereof shall immediately be returned to the <br />Underwriter by the Issuer and the respective obligations of the <br />Issuer and the Underwriter for payment of the expenses, as <br />provided in Section 8 hereof, shall continue in full force and <br />effect. <br />13 <br />