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<br />FINAL"\TCIAL GUARANTY AGREEMENT <br /> <br />FINANCIAL GUAR.A1~TY AGREEMENT made as of _,2005, by and between <br />(the "Issuer") and XL Capital Assurance Inc. (the "Insurer"), a New York stock insurance <br />company. <br /> <br />WITNESSETH: <br /> <br />WHEREAS, the Issuer has or will issue the Obligations; and <br /> <br />WHEREAS, pursuant to the terms of the Bond Document the Issuer agrees to make <br />certain payments on the Obligations; and <br /> <br />WHEREAS, the Insurer will issue its Debt Service Reserve Policy, substantially in the <br />form set forth ill Annex A to this Agreement, guaranteeing certain payments by the Issuer subject <br />to the terms and limitations of the Debt Service Reserve Policy; and <br /> <br />WHEREAS, to induce the Insurer to issue the Debt Service Reserve Policy, the Issuer has <br />agreed to pay the premium for the Debt Service Reserve Policy and to reimburse the Insurer for <br />all payments made by the Insurer under the Debt Service Reserve Policy, all as more fully set <br />forth in this Agreement; and <br /> <br />WHEREAS, the Issuer understands that the Insurer expressly requires the delivery of this <br />Agreement as part of the consideration for the execution by the Insurer of the Debt Service <br />Reserve Policy; and <br /> <br />NOW, THEREFORE, ill consideration of the premises and of the agreements herein <br />contained and of the execution of the Debt Service Reserve Policy, the Issuer and the Insurer <br />agree as follows: <br /> <br />ARTICLE I. <br />DEFINITIONS; DEBT SERVICE RESERVE POLICY <br /> <br />Section 1.01 Defmitions. The terms which are capitalized herein shall have the <br />meanings specified in Annex B hereto. <br /> <br />Section 1.02 Debt Service Reserve Policy. <br /> <br />(a) The Insurer will issue the Debt Service Reserve Policy in accordance with <br />and subject to the terms and conditions of the Commitment. <br /> <br />(b) The maximum liability of the Insurer under the Debt Service Reserve <br />Policy and the coverage and term thereof shall be subject to and limited by <br />the terms and conditions of the Debt Service Reserve Policy. <br /> <br />NewYork-473312 v2 <br />