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Finandal Guaranty <br />. In.urow•n <br />(Aanpnm <br />THE MUNICIPAL BOND NEW ISSUE INSURANCE POLICY SHALL BE ISSUED <br />IF THE FOLLOWING CONDITIONS ARE SATISFIED: <br />1. The documents to be executed and delivered in connection <br />with the issuance and sale of the Bonds shall not <br />contain any untrue or misleading statement of a material <br />fact and shall not fail to state a material fact <br />necessary in order to make the information contained <br />therein not misleading. <br />2. No event shall occur which would permit any purchaser of <br />the Bonds, otherwise required, not to be required to <br />purchase the Bonds on the date scheduled for the <br />issuance and delivery thereof. <br />3. There shall be no material change in or affecting the <br />Bonds (including, without limitation, the security for <br />the Bonds) or the financing documents or the official <br />statement (or any similar disclosure documents) to be <br />executed and delivered in connection with the issuance <br />and sale of the Bonds from the descriptions or forms <br />thereof approved by Financial Guaranty. <br />4. The Bonds shall contain no reference to Financial <br />Guaranty, the Policy or the municipal bond insurance <br />evidenced thereby except as may be approved by Financial <br />Guaranty. <br />5. Financial Guaranty shall be provided with: <br />(a) (i) executed copies of all financing documents, the <br />official statement (or any similar disclosure <br />document), and all Bond documentation evidencing <br />the Issuer's ability and intent to comply with the <br />Internal Revenue Code of 1986, as amended (if in <br />the opinion of bond counsel (described below) on- <br />going compliance would be necessary to maintain the <br />exemption from. federal income taxation of interest <br />on the Bonds), which shall be in form and substance <br />acceptable to Financial Guaranty; and (ii) the <br />various legal opinions delivered in connection with <br />the issuance and sale of the Bonds, including, <br />without limitation, the unqualified approving <br />opinion of bond counsel rendered by a law firm <br />acceptable to Financial Guaranty and addressed to <br />(or with a reliance letter addressed to) Financial <br />Guaranty, which opinion shall include a statement <br />to the effect that the interest on the Bonds is <br />excludable from gross income of the holders thereof <br />for federal income tax purposes under the Internal <br />Revenue Code of 1986, as amended; and (iii) <br />opinion(s) of counsel, addressed to and in form and <br />substance satisfactory to Financial Guaranty, as to <br />"arTe 2 of 4 <br />