2004-21 PROVIDING FOR ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2004B

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� � . M[31/a STANDARD CONDITIONS FOR REFUNDINGS A. Receipt by the Insurer of the final debt service schedule on the issue within three business days from the sale date. B. Receipt, satisfactory review and subsequent oral approval by the Insurer at least ten days in advance of closing of draft copies of: 1. a verification by an independent CPA firm of the sufficiency of the escrow to timely retire the refunded bonds; 2. the escrow securities purchase contracts of SLG subscription forms or open market confirmations; and, 3. the escrow agreement Final and signed copies of all the above documents to be sent via overnight mail from closing. An independent CPA firm is defined as a licensed CPA firm acting at arms length of the transaction on behalf of the bondholders. It may not be the underwriter, bond counsel or financial adviser for the refunding issue. The firm must carry errors and omissions insurance. The Insurer reserves the right to review the provider of the verification on a deal by deal basis. C. Receipt by the Insurer at least five business days prior to closing of a draft opinion from Bond Counsel (or Special Tax Counsel) to the effect that the refunding bonds are being issued in compliance with state law and that the interest on the refunding bonds is tax-exempt. D. Receipt by the Insurer at least five business days prior to closing of a draft opinion from Bond Counsel stating that the refunded bonds have been legally defeased. (This condition is only applicable in those situations where the refunding issue is legally defeasing the refunded issue.) Final executed copies of items C and D to be sent via overnight mail. E. If the escrow agreement allows for the substitution of securities in the escrow account, then it should be provided in the escrow agreement that no such substitution may occur unless there has first been delivered to the escrow agent/trustee, (1) a CPA verification that the escrow investments, as substituted, are sufficient to pay debt service, as it becomes due, on the refunded bonds and (2) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted under the documents and the substitution has no adverse effect on the tax-exempt nature of the refunding bonds. See 2 above for the definition of an independent CPA. F. Escrow investments must be limited to: 1. Cash 2. U.S. Treasury Certificates,Notes and Bonds(including State and Local Government Series -- "SLGS"). 3. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS,TIGRS and similar securities. 4. Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable.