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THE MBIA INSURANCE CORPORATION INSURANCE POLICY <br />The following infom~arion tias been fumisl~ed by MBIA Insuran~e Corporation (the "Insurer") for use in this Official Staiement Referenoe is made to <br />APP~x _ for a spacimen of the Ins~uei's policy. ~ <br />The Insiue~s policy unoonditionally and inevocably guarai~tees the full and comple~e payment req~rired to be made by or on behalf of the ~ to the <br />A~ern or its s~~cessor of an amount equal to (i) the principal of (either at the srtated matuiity or by an advano~ of mat-uity ~ to a <br />:, sinl4ng fimd payment) a~ interest on, the Bonds as such payme~s shall baoome du~e but shall not be so paid (exoept that in the ev~t of any <br />aooelaation of the due date of s~ch principal by reason o~mandatory or optional redemption or aooeleration resulting from del'ault or otherwise, other tban <br />any advanoeme.nt of matuiity pursuant to a mandaiory sinldng fm~d payment, the PgYments Suar~d bY the Ins~ne~'s policy shall be made in such <br />amo~mts and at such times as such payments of principal vwuld have been due had there not bcen any such aoceleration); and (ri) the reuntnusement of <br />any such payment wluch is subsequently reoovered from any ow~r of the Bonds puisuant to a fmal judgmern by a ootut of competent j~uisdiction that <br />such paymec~t constitutes an avoidable piefe~ence to such o~vner wiflvn the meaning of any applicable banlauptcy law (a'Pcderence'~. <br />The Instuer's policy does not insune against loss of anY P~y~nent Pre~uum which may at any time be pery~able with res~~act to azry Bond. Tbe <br />Ins~ur~'s policy does not, under any a~unslanoe, u~ue against loss relating to: (~ aptional or mandatory re~tions (other than mandatory sinldng <br />fund red~ons); (ii) anY Payments to be mac~e on an aooelerated basis; (iii) Paymeirts of the p~u~chase price o~Bonds upon tender by an o~wner therea~ or <br />Cn') ~Y ~ce ~g ~ C) ~~ (rii) above. The Insurei's polic.y aLso dces not ins~u~ agau~ nonpayment of principat o~ or inberest on the Bonds <br />~sulting fium the insotvency, negligenoe or any other ad or omission of the Paying Agent or any other paying agern for the Bonds. <br />Upon reoeipt of telephonic or telegraphic notice, swch notioe ~ntly oonfirmed in writing by reg~ or oertifiied mail, or upon receipt of <br />vvritten notiice by registered or oer6fied mail, by the Insurer from the Paying Agent or azry awner of a Banri the payment of an insured amoimt for which is <br />then du~ ~~at such required peyment has not been m~de, the Insuner on the due date of s~ch payment or wittvn one busi~ss day af~r noeipt of notioe af <br />s~rh no~ayment, wtuche~er is later, will make a deposit of fiwds, in an aooount with Shate Stred Bank and TnLSt Company, N.A, in New Yoci~, New <br />Yo~ic, or its siiooessor, s~'icient for the paym~t Qf any such insuned amounts which are then due. Upon pres~rtment and s~uiender of s~h Bo~s or <br />presenm~t of such other proof of owneiship of the Bonds, together with a~' apP~riate inshuments of assigiment to evidence the assignment of the <br />ins~u~d amounts due on the Bonds as are paid by the Ins~u~r, and appropriate inslnunents to eBed the appointineut af the Ins~uer as agent for such owne~s <br />o~the Bonds in any legal prooaeding related to paymecrt of ins~rod amounts on the Bo~s, such inshuments being in aform satis6ctory to State Stm~ <br />Bank and Tnist Company, N.A, State Sme~ Bank and Tn~st Company, N.A shall disbu~se to such owners or the Payiug Agent payment of the insured <br />amouNS due on svch Bonds, less any amount beld by the Paying Agent for the paycnent of such insu~d amounts a~d legally available therefor. <br />The Insurer is tl~ Prin~cipal oPerating subsidiary of MBIA Inc., a New York Stock Exc~annge listed oompany (the "Co~'). The Cornpany is not <br />obligatad to pay tl~e debts of or claims aganlst the Insurer. The Insurer is domialed in the State af New Yodc a~ licen.9ed to do business in and subject to <br />~egulation under the laws af all 50 srates, the District of Columbia, the Commonwealth of Puerto Rioo, the Commonwealth of the Northern Mariana <br />islands, the Vngin Islands af the Unitsd S~tes and the Territory of Guam. The Instuer has two European brancties, one in the Repn~blic of France and tl~e <br />in the Kingdom of Spain. New York has laws p~.scnbing minimum ppital naquireme~s, limiting cla~es and conoen~ions af i~ and <br />' the approval of polic,y rates and forms. State laws aLso regulata the amount af both the ag~te and individual risks that may be in~u~ed, the <br />of dividends by the ~, changes in oontrol and tru~sactions among affiliates. Addi6onally, the Ins~uer is rec~.riied to maintain oontingency <br />reserves on its liabilities in certain amauits and for certain periods of time. ~ <br />Effective Febn~y 17, 1998, the Company ac~quired all of the outstanding stodc of Capital Mark~s Ass~uanoe Coiporation ("CMAC~ thnough a <br />mergex with its pacent CapMAC Holdings Inc. Pursuant to a reins~uanoe agteemeirt, CMAC has ceded all o~its net insured risks (including an5' amrnu~ts <br />due but unpaid fiom thind pariy reinsar~ers), as w~ell as its une~ned premiums and conting~x,y rese~ves to the Insucer. The Company is not obligated to <br />pay the debts of or claims agau~st CMAC. <br />As of Deoember 31, 1997, the Insurer l~ad admiuzd as~ts of $5.3 billion (audited), total liabilities of $3.5 billion (audited), and toral capital and <br />siuplus o~'~1.8 billion (audited) d~ennii-ed in aooordance with statutory aooamting pradioes pcesc.nbad or permitbad by iiuurance regulatory a~rthorities. <br />As of S~e~ber 30, 1998, the Instu~er t~ad admitted ass~s of $6.3 billion (unauditad)> toral liabilifies of 54.1 billion (imaudite~, and tdal capiral and <br />s~uplus a~ $2.2 billion (unauditad) detennined in aoco~anoe with stah~tory aooo~uiting practioes presa~bad or permittsd ~,y ins~u~oe regulat,ory <br />authorities. <br />Furtt~re, copies of the I~~surea's year end financial statemenls pmganed in aooocdanoe with stah~tory aoco~u-ting Practices are available without <br />charge from the Insurer. A oo~ry of the Annual Report on Form 10-K of die Company is available from the In~ner or the Seauities and Fxchange <br />Commission The address of the Ins~uer is 113 King Stroet, Armonk, New York 10504. The telephone number o~tl~e Insorer is (914) 273~545. <br />Moody's Irnesto~s Servioe, Inc. rates the financial strength of the Insurer "Aaa„ <br />Standard & Poor's Ratings Servioes, a division of The McGraw-Hill Companies, Inc., rates the financial strength of the Insurer "AAA„ <br />Fitch IBCA, Inc. (formerly lrnown as Fitch Imrestors Servioe, L.P.) rates the financial strength af the Insuier "AA~„ <br />Each rating af the Insurer should be evaluated independently. The ratings reflect the respedive rating agenc~s caunent ass~nent of the <br />croditw~orthuiess of tl~e Ivsurer and its ability to pay claims on its policies of ins~uanoe. A~ finther explanarion as to the si~canoe af the above ratings <br />may be obfiained onty from the applicable rating agency. <br />The above ratings are not recommendaUions to buy, sell or hold the Bonds, and such rarings may be subject to revision or withdrawal at any time by <br />the rating agencies. t~ny downward revision or withdrawal of azry of the above ratings may have an adverse effed on the maiicd price of the Bonds. The <br />Ins~uer ~es not guacanty the market price of the Bonds nor does it guatanty that the ratings on the Bonds will not be revi.sed or withdrawn. <br />'I~~e can be no ass~uacros tt~at payc~ns made by the Inuuer ~uig icrterest an d~e [obli~tionsJ w~71 be exduded fi~m g~uss imome, bor fiada~al tax <br />in the evart a~~on by the [politir.al ~bdivision]. <br />LSE <br />