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Form NY-FG (05/07) 

 

 

Financial Guaranty Insurance Policy 

Issuer: Policy No.:

Obligations: Premium: 

 Effective Date:

Assured Guaranty Corp., a Maryland corporation (“AGC”), in consideration of the payment of the Premium and on the 

terms and subject to the conditions of this Policy (which includes each endorsement hereto), hereby unconditionally and irrevocably 

agrees to pay to the trustee (the “Trustee”) or the paying agent (the “Paying Agent”) for the Obligations (as set forth in the 

documentation providing for the issuance of and securing the Obligations) for the benefit of the Holders, that portion of the Insured 

Payments which shall become Due for Payment but shall be unpaid by reason of Nonpayment. 

AGC will make such Insured Payments to the Trustee or the Paying Agent on the later to occur of (i) the date applicable 

principal or interest becomes Due for Payment, or (ii) the Business Day next following the day on which AGC shall have Received a 

completed Notice of Nonpayment. If a Notice of Nonpayment by AGC is incomplete or does not in any instance conform to the 

terms and conditions of this Policy, it shall be deemed not Received, and AGC shall promptly give notice to the Trustee or the 

Paying Agent. Upon receipt of such notice, the Trustee or the Paying Agent may submit an amended Notice of Nonpayment. The 

Trustee or the Paying Agent will disburse the Insured Payments to the Holders only upon receipt by the Trustee or the Paying Agent, 

in form reasonably satisfactory to it of (i) evidence of the Holder's right to receive such payments, and (ii) evidence, including without 

limitation any appropriate instruments of assignment, that all of the Holder's rights to payment of such principal or interest Due for 

Payment shall thereupon vest in AGC. Upon and to the extent of such disbursement, AGC shall become the Holder of the 

Obligations, any appurtenant coupon thereto and right to receipt of payment of principal thereof or interest thereon, and shall be fully 

subrogated to all of the Holder's right, title and interest thereunder, including without limitation the right to receive payments in 

respect of the Obligations. Payment by AGC to the Trustee or the Paying Agent for the benefit of the Holders shall discharge the 

obligation of AGC under this Policy to the extent of such payment. 

This Policy is non-cancelable by AGC for any reason. The Premium on this Policy is not refundable for any reason. This 

Policy does not insure against loss of any prepayment premium or other acceleration payment which at any time may become due in

respect of any Obligation, other than at the sole option of AGC, nor against any risk other than Nonpayment. 

Except to the extent expressly modified by any endorsement hereto, the following terms shall have the meanings specified 

for all purposes of this Policy. “Avoided Payment” means any amount previously distributed to a Holder in respect of any Insured 

Payment by or on behalf of the Issuer, which amount has been recovered from such Holder pursuant to the United States 

Bankruptcy Code in accordance with a final, nonappealable order of a court having competent jurisdiction that such payment 

constitutes an avoidable preference with respect to such Holder. “Business Day” means any day other than (i) a Saturday or 

Sunday, (ii) any day on which the offices of the Trustee, the Paying Agent or AGC are closed, or (iii) any day on which banking

institutions are authorized or required by law, executive order or governmental decree to be closed in the City of New York or in the 

State of Maryland. “Due for Payment” means (i) when referring to the principal of an Obligation, the stated maturity date thereof, or 

the date on which such Obligation shall have been duly called for mandatory sinking fund redemption, and does not refer to any 

earlier date on which payment is due by reason of a call for redemption (other than by mandatory sinking fund redemption), 

acceleration or other advancement of maturity (unless AGC in its sole discretion elects to make any principal payment, in whole or in 

part, on such earlier date) and (ii) when referring to interest on an Obligation, the stated date for payment of such interest. “Holder” 

means, in respect of any Obligation, the person or entity who, at the time of Nonpayment, is entitled under the terms of such 

Obligation to payment of principal or interest thereunder, except that Holder shall not include the Issuer or any person or entity 

whose direct or indirect obligation constitutes the underlying security for the Obligations. “Insured Payments” means that portion of 

the principal of and interest on the Obligations that shall become Due for Payment but shall be unpaid by reason of Nonpayment. 

Insured Payments shall not include any additional amounts owing by the Issuer solely as a result of the failure by the Trustee or the 

Paying Agent to pay such amount when due and payable, including without limitation any such additional amounts as may be 

attributable to penalties or to interest accruing at a default rate, to amounts payable in respect of indemnification, or to any other 

additional amounts payable by the Trustee or the Paying Agent by reason of such failure. “Nonpayment” means, in respect of an 

Obligation, the failure of the Issuer to have provided sufficient funds to the Trustee or the Paying Agent for payment in full of all 

principal and interest Due for Payment on such Obligation. It is further understood that the term "Nonpayment" in respect of an 

Obligation includes any Avoided Payment. “Receipt” or “Received” means actual receipt or notice of or, if notice is given by 

overnight or other delivery service, or by certified or registered United States mail, by a delivery receipt signed by a person

authorized to accept delivery on behalf of the person to whom the notice was given. Notices to AGC may be mailed by registered

mail or personally delivered or telecopied to it at 31 West 52nd Street, New York, New York 10019, Telephone Number: (212) 974-

0100, Facsimile Number: (212) 581-3268, Attention: Risk Management Department – Public Finance Surveillance, with a copy to the 

General Counsel at the same address and at generalcounsel@assuredguaranty.com or at the following Facsimile Number: (212) 

445-8705, or to such other address as shall be specified by AGC to the Trustee or the Paying Agent in writing. A Notice of 

Nonpayment will be deemed to be Received by AGC on a given Business Day if it is Received prior to 12:00 noon (New York City 
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Form NY-FG (05/07) 

time) on such Business Day; otherwise it will be deemed Received on the next Business Day. “Term” means the period from and 

including the Effective Date until the earlier of (i) the maturity date for the Obligations, or (ii) the date on which the Issuer has made 

all payments required to be made on the Obligations. 

At any time during the Term of this Policy, AGC may appoint a fiscal agent (the “Fiscal Agent”) for purposes of this Policy 

by written notice to the Trustee or the Paying Agent, specifying the name and notice address of such Fiscal Agent. From and after 

the date of Receipt of such notice by the Trustee or the Paying Agent, copies of all notices and documents required to be delivered 

to AGC pursuant to this Policy shall be delivered simultaneously to the Fiscal Agent and to AGC. All payments required to be made 

by AGC under this Policy may be made directly by AGC or by the Fiscal Agent on behalf of AGC. The Fiscal Agent is the agent of

AGC only, and the Fiscal Agent shall in no event be liable to the Trustee or the Paying Agent for any acts of the Fiscal Agent or any 

failure of AGC to deposit, or cause to be deposited, sufficient funds to make payments due under this Policy. 

To the fullest extent permitted by applicable law, AGC hereby waives, in each case for the benefit of the Holders only, all 

rights and defenses of any kind (including, without limitation, the defense of fraud in the inducement or in fact or any other 

circumstance that would have the effect of discharging a surety, guarantor or any other person in law or in equity) that may be

available to AGC to deny or avoid payment of its obligations under this Policy in accordance with the express provisions hereof. 

Nothing in this paragraph will be construed (i) to waive, limit or otherwise impair, and AGC expressly reserves, AGC’s rights and 

remedies, including, without limitation: its right to assert any claim or to pursue recoveries (based on contractual rights, securities 

law violations, fraud or other causes of action) against any person or entity, in each case, whether directly or acquired as a 

subrogee, assignee or otherwise, subsequent to making any payment to the Trustee or the Paying Agent, in accordance with the 

express provisions hereof, and/or (ii) to require payment by AGC of any amounts that have been previously paid or that are not 

otherwise due in accordance with the express provisions of this Policy. 

This Policy (which includes each endorsement hereto) sets forth in full the undertaking of AGC with respect to the subject 

matter hereof, and may not be modified, altered or affected by any other agreement or instrument, including, without limitation, any 

modification thereto or amendment thereof. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE 

SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. This Policy will be governed by, and shall 

be construed in accordance with, the laws of the State of New York. 

IN WITNESS WHEREOF, AGC has caused this Policy to be affixed with its corporate seal, to be signed by its duly 

authorized officer, and to become effective and binding upon AGC by virtue of such signature. 

 

ASSURED GUARANTY CORP. 

(SEAL) 

By:__________________________________ 

[Insert Authorized Signatory Name] 

[Insert Authorized Signatory Title] 

Signature attested to by: 

_______________________________ 

Counsel