INSURANCE AGREEMENT

EXHIBIT 4.32

Execution Copy

INSURANCE AGREEMENT

     INSURANCE AGREEMENT, dated November 30, 2005, among The Crystal Water Company of Danielson (“Crystal Water”), Connecticut Water Service Inc. (the “Holding Company”) and Financial Guaranty Insurance Company, a New York stock insurance company (“FGIC”).

     WHEREAS, pursuant to an Indenture of Trust, dated as of October 1, 2005 (the “Indenture”), between Connecticut Development Authority (the “Issuer”) and U.S. Bank National Association as trustee (the “Trustee”), the Issuer has issued $5,000,000 in aggregate principal amount of its Water Facilities Revenue Bonds (The Crystal Water Company of Danielson Project – 2005A Series) (the “Bonds”); and

     WHEREAS, the Crystal Water and the Issuer have entered into a Loan Agreement, dated as of October 1, 2005 (the “Loan Agreement”), pursuant to which Crystal Water is obligated to make loan payments sufficient to pay, among other items, debt service on the Bonds; and

     WHEREAS, the Holding Company and the Issuer have entered into a Guaranty, dated as of October 1, 2005 (the “Guaranty Agreement”), pursuant to which the Holding Company is obligated to make loan payments sufficient to pay, among other items, debt service on the Bonds to the extent the Crystal Water fails to make such payments; and

     WHEREAS, FGIC has issued its Financial Guaranty Insurance Policy (the “Policy”), which insures the scheduled payments of principal of and interest on the Bonds and payment of principal of and interest on the Bonds upon a Determination of Taxability (as defined in the Indenture) as specified in the Policy; and

     WHEREAS, Crystal Water and the Holding Company understand that FGIC expressly requires the delivery of this Agreement as part of the consideration for the delivery by FGIC of the Policy;

     NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of the execution and delivery of the Policy, Crystal Water, the Holding Company and FGIC agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, the terms that are capitalized herein shall have the meanings specified in the Indenture unless otherwise defined in Annex A hereto.

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ARTICLE II
PREMIUM AND REIMBURSEMENT OBLIGATIONS
OF THE COMPANY

     SECTION 2.01. Premium. In consideration of FGIC’s agreeing to issue the Policy hereunder, Crystal Water hereby agrees to pay FGIC the Premium at the times and in the amounts provided in the Commitment. To the extent that any such payment of the Premium is not paid when due, interest shall accrue on such unpaid amount at a rate equal to the Effective Interest Rate.

     SECTION 2.02. Reimbursement Obligation. Crystal Water and the Holding Company agree to reimburse Financial Guaranty, from any available funds, immediately and unconditionally upon demand, for any Policy Payment. To the extent that any such payment due hereunder is not paid when due, interest shall accrue on such unpaid amounts at a rate equal to the Effective Interest Rate. Following any such Policy Payment, the payment by Crystal Water and the Holding Company of the amount of principal of and/or interest on the obligations in respect of which such Policy Payment shall have been made shall satisfy and discharge, to the extent thereof, the corresponding obligations of Crystal Water and the Holding Company under this Section 2.02.

     SECTION 2.03. Unconditional Obligation. The obligations of Crystal Water and the Holding Company hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective of:

     (a) any lack of validity or enforceability of, or any amendment or other modification of, or waiver with respect to the Bonds, the Indenture, the Loan Agreement or any other bond financing document;

     (b) any exchange, release or nonperfection of any security interest in property securing the Bonds, the Indenture, the Loan Agreement or this Agreement or any obligations hereunder;

     (c) any circumstances that might otherwise constitute a defense available to, or discharge of, Crystal Water or the Holding Company with respect to the Bonds, the Indenture, this Agreement or the Loan Agreement; or

     (d) whether or not the obligations under the Bonds, the Indenture, this Agreement or the Loan Agreement are contingent or matured, disputed or undisputed, liquidated or unliquidated.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     SECTION 3.01. Representations and Warranties of Crystal Water and the Holding Company.

     (a) Crystal Water makes the following representations as the basis for its undertakings herein contained:

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     (1) Crystal Water is a Connecticut corporation organized and existing under the laws of the State of Connecticut, and has the power to enter into and has duly authorized, by proper action, the execution and delivery of this Agreement, and the Loan Agreement (collectively, the “Company Documents”).

     (2) Neither the execution and delivery of any Company Document, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of Crystal Water organizational documents or of any material agreement or instrument to which Crystal Water is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of Crystal Water under the terms of any material instrument or agreement to which Crystal Water is now a party or by which it is bound.

     (3) All certificates, approvals, permits and authorizations of applicable local governmental agencies, the State of Connecticut and the federal government that are necessary (i) for the due execution and delivery by Crystal Water of, and the performance by Crystal Water of its obligations under, each Company Document and (ii) for the operation and use of the capital projects being financed by the Bonds, in each case, have been obtained and continue in force, except, in the case of clause (ii), for such certificates, approvals, permits and authorizations the failure of which to obtain or to maintain in full force would not, individually or in the aggregate, materially and adversely affect the financial condition, assets, properties or operation of Crystal Water.

     (4) No event has occurred and no condition exists that would constitute an Event of Default under the Company Documents or to Crystal Water’s knowledge the Indenture or that, with the passing of time or with the giving of notice or both would become such an Event of Default.

     (5) The Company Documents have been executed and delivered by Crystal Water and are the legal, valid and binding obligations of Crystal Water, enforceable against Crystal Water in accordance with its terms, subject to laws with respect to bankruptcy and general principals of equity.

(b) The Holding Company makes the following representations as the basis for its undertakings herein contained:

     (1) The Holding Company is a Connecticut corporation organized and existing under the laws of the State of Connecticut and has the power to enter into and has duly authorized, by proper action, the execution and delivery of the Agreement, and the Guaranty Agreement;

     (2) Neither the execution and delivery of this Agreement or the Guaranty Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the Holding Company’s organizational documents or of any material actions or of any material agreement or instrument to which the

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Company is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Holding Company under the terms of any material instrument or agreement to which the Holding Company is now a party or by which it is bound.

     (3) All certificates, approvals, permits and authorizations of applicable local governmental agencies, the State of Connecticut and the federal government that are necessary for the due execution and delivery by the Holding Company of, and the performance by the Holding Company of its obligations under, this Agreement and the Guaranty Agreement have been obtained and continue in force.

     (4) No event has occurred and no condition exists that to the knowledge of the Holding Company would constitute an Event of Default (as defined in the Indenture, the Loan Agreement or hereunder) or that, with the passing of time or with the giving of notice or both would become such an Event of Default.

     (5) The Guaranty Agreement and this Agreement have been executed and delivered by the Holding Company and are the legal, valid and binding obligations of the Holding Company, enforceable against the Holding Company in accordance with its terms, subject to laws with respect to bankruptcy and general principals of equity.

(c) Crystal Water and the Holding Company make the following representations as the basis for their undertakings herein contained:

     (1) Except as disclosed in the Official Statement, dated November 16, 2005, delivered in connection with the issuance of the Bonds, (i) there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or to their knowledge threatened against or affecting Crystal Water or the Holding Company that seeks to restrain or enjoin the issuance or delivery of the Bonds, or the collection of the payments to be made pursuant to the Indenture, the Bonds, any Company Document, the Guaranty Agreement or in any way contests or materially adversely affects the validity of the Bonds, the Indenture, any Company Document, the Guaranty Agreement or the resolutions of Crystal Water or the Holding Company relating to the Bonds, or contests or affects the powers of Crystal Water or the Holding Company to enter into or perform its obligations or consummate the transactions contemplated under any of the foregoing; and (ii) Crystal Water or the Holding Company are not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority.

     (2) The financial statements of the Holding Company and its consolidated subsidiaries as at December 31, 2004 and September 30, 2005 contained in the Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the SEC on March 30, 2005 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 as filed with the SEC on November 9, 2005, respectively, present fairly in all material respects the financial condition, results of operations and cash flows of the Holding Company and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein).

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Since September 30, 2005, there has been no material adverse change in the financial condition, assets, properties or operation of the Holding Company.

ARTICLE IV
COVENANTS

     SECTION 4.01. Consolidation, Merger and Transfer of Mortgaged Property.

     (a) Restructuring, Merger, Consolidation, Reorganization. Crystal Water (or any subsequent obligor on the Note) shall not merge, consolidate, restructure or reorganize with an entity without the prior written consent of FGIC, provided, however, Crystal Water (or any subsequent obligor on the Note) may merge, consolidate, restructure or reorganize with an entity without the prior written consent of FGIC either if (a) Crystal Water (or any subsequent obligor on the Note) continues to exist after such merger, consolidation, restructuring or reorganization and (i) Crystal Water (or any subsequent obligor on the Note) remains a public utility regulated by the appropriate regulatory body, (ii) Crystal Water (or any subsequent obligor on the Note) remains obligated to FGIC with respect to, and to make payments with respect to, the Bonds, the Note and the Company Documents and (iii) the Guaranty Agreement remains enforceable against the Holding Company or against an entity with a rating on its unenhanced long-term debt that is the same or higher than the rating on the unenhanced long-term debt of the Holding Company or (b) Crystal Water (or any subsequent obligor on the Note) is not the surviving entity after such merger, consolidation, restructuring or reorganization and (i) the surviving entity is a public utility regulated by the appropriate regulatory body, (ii) the surviving entity fully assumes all obligations to FGIC with respect to, and to make payments with respect to the Bonds, the Note and the Company Documents and (iii) the Guaranty Agreement remains enforceable against the Holding Company or against an entity with a rating on its unenhanced long-term debt that is the same or higher than the rating on the unenhanced long-term debt of the Holding Company. Notwithstanding the foregoing, if as a result of the merger, consolidation, restructuring or reorganization of Crystal Water (or any subsequent obligor on the Note) with an entity without the prior written consent of FGIC, the unenhanced rating on the Bonds is lower than investment grade by any Rating Agency then rating the Bonds or if any Rating Agency then rating the unenhanced Bonds ceases to rate the unenhanced Bonds, all obligations to FGIC with respect to, and all payments under, the Note and the Company Documents must be paid in full and the Bonds must be fully redeemed in accordance with the Indenture.

     (b) Sale of Assets of Crystal Water. Crystal Water (or any subsequent obligor on the Note) may sell or otherwise dispose of substantially all of the assets of Crystal Water (or any subsequent obligor on the Note) without the prior written consent of FGIC if (i) the transferee of such assets fully assumes all obligations under the Bonds, the Note and the Company Documents, (ii) the transferee is a public utility regulated by the appropriate regulatory body, (iii) the Guaranty Agreement remains enforceable against the Holding Company or an entity with a rating on its unenhanced long-term debt that is the same or higher than the rating on the unenhanced long-term debt of the Holding Company and (iv) the Bonds must have an unenhanced rating not lower than investment grade by any Rating Agency then rating the unenhanced Bonds. If Crystal Water (or any subsequent obligor on the Note) sells or otherwise disposes of substantially all of the assets of Crystal Water (or any subsequent obligor on the Note) without the prior written consent of FGIC and any of the conditions set forth in the

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previous sentence have not be met, then all obligations to FGIC with respect to, and all payments under, the Note and the Company Documents must be paid in full and the Bonds must be fully redeemed in accordance with the Indenture.

     (c) Sale of Assets of Connecticut Water Company. If upon, and as a result of, the sale or other disposition without the prior written consent of FGIC of an aggregate of 20% or more of the assets of Connecticut Water Company (or of any successor to the interests of Connecticut Water Company) based upon the historical book value of the assets sold as determined on the issuance date of the Bonds, the unenhanced rating on the bonds of the Connecticut Water Company issued on the same date as the Bonds is lower than investment grade by any Rating Agency then rating such bonds or if any Rating Agency then rating the unenhanced bonds ceases to rate the unenhanced bonds, then all obligations of Crystal Water to FGIC with respect to, and all payments under, the Note, the Insurance Agreement and the Loan Agreement must be paid in full and the Bonds must be fully redeemed in accordance with the Indenture.

     (d) Holding Company Restructuring, Merger, Consolidation, Reorganization or Sale of Assets. The Holding Company shall not merge, consolidate, restructure or reorganize with an entity or sell substantially all of its assets without the prior written consent of FGIC, provided, however, the Holding Company may merge, consolidate, restructure or reorganize with an entity or sell substantially all of its assets without the prior written consent of FGIC if (i) the obligor on the Note remains an entity that is a public utility regulated by the appropriate regulatory body and (ii) the Holding Company, any successor entity or the transferee of substantially all of the Holding Company’s assets is obligated on the Insurance Agreement and the Guaranty Agreement. Notwithstanding the foregoing, if the Holding Company merges, consolidates, restructures or reorganizes with an entity or sells substantially all of its assets without the prior written consent of FGIC and the unenhanced rating on the Bonds is lower than investment grade by any Rating Agency then rating the Bonds or if any Rating Agency then rating the unenhanced Bonds ceases to rate the unenhanced Bonds, all obligations to FGIC with respect to, and all payments under, the Note and Loan Agreement must be paid in full and the Bonds must be fully redeemed in accordance with the Indenture.

     (e) Upon the occurrence of an event specified in section 4.01 (a)(b)(c) or (d) Crystal Water and the Holding Company shall deliver to FGIC a certificate of the president or any vice president and an opinion of counsel acceptable to FGIC, each stating that such occurrence complies with this Section 4.01.

     (f) Upon the occurrence of an event specified in section 4.01(a), (b) or (d), the successor entity shall succeed to, and be substituted for, and may exercise every right and power under this Agreement with the same effect as if such successor had been named herein, and thereafter, the predecessor entity shall be relieved of all obligations and covenants hereunder.

     SECTION 4.02. Restrictions on Liens and Sale and Leaseback Transactions.

     (a) For so long as the Bonds are outstanding and FGIC has fully performed all of its obligations under the Policy, Crystal Water will not, nor will it permit any Significant Subsidiary to, (1) issue, incur, assume or permit to exist any Debt, if such Debt is secured by a Lien on any Principal Property (whether such Principal Property is now owned or hereafter acquired), unless

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the Company provides that the Bonds will be equally and ratably secured with such secured Debt or (2) incur or permit to exist any Attributable Debt in respect of Principal Property; provided, however, that the foregoing restriction shall not apply to:

     (i) to the extent Crystal Water or any Significant Subsidiary consolidates with, or merges with or into, another entity, Liens on the property of such entity securing Debt in existence on the date of such consolidation or merger, provided that such Debt and Liens were not created or incurred in anticipation of such consolidation or merger and that such Liens do not extend to cover any Principal Property;

     (ii) Liens existing on property hereafter acquired at the time of such acquisition, as long as the Lien was not created or incurred in anticipation thereof and does not extend to or cover any other Principal Property;

     (iii) Liens of any kind, including purchase money Liens, conditional sales agreements or title retention agreements and similar agreements, upon any property acquired, constructed, developed or improved by Crystal Water or any Significant Subsidiary (whether alone or in association with others) which do not exceed the cost or value of the property acquired, constructed, developed or improved and which are created prior to, at the time of, or within 12 months after such acquisition (or in the case of property constructed, developed or improved, within 12 months after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that the Liens shall not extend to any Principal Property other than the property so acquired, constructed, developed or improved;

     (iv) Liens in favor of the United States, any state or any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction to secure payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject to such Lien, including Liens related to governmental obligations the interest on which is tax-exempt under Section 103 of the Internal Revenue Code or any successor section of the Internal Revenue Code;

     (v) Liens in favor of Crystal Water, the Holding Company or one or more Significant Subsidiaries of the Crystal Water, the Holding Company, or one or more wholly-owned Subsidiaries of Crystal Water or the Holding Company or any of the foregoing combination; and

     (vi) replacements, extensions or renewals (or successive replacements, extensions or renewals), in whole or in part, of any Lien, or of any agreement, referred to above in clauses (i) through (v) inclusive, or replacements, extensions or renewals of the Debt secured thereby (to the extent that the amount of Debt secured by any such Lien is not increased from the amount originally so secured, plus any premium, interest, fee or expenses payable in connection with any replacements, refundings, refinancings, remarketings, extensions or renewals); provided that such replacement, extension or

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renewal is limited to all or a part of the same property (plus improvements thereon or additions or accessions thereto) that secured the Lien replaced, extended or renewed.

     (b) Notwithstanding the restriction in subsection (a) of this Section 4.02, Crystal Water or any Significant Subsidiary may (1) issue, incur or assume Debt secured by a Lien not described in clauses (i) through (vi) of subsection (a) above on any Principal Property now or hereafter owned without providing that the Bonds be equally and ratably secured with such Debt and (2) issue or permit to exist Attributable Debt in respect of Principal Property, in either case so long as the aggregate amount of such secured Debt and Attributable Debt, together with the aggregate amount of all other Debt secured by Liens not described in clauses (i) through (vi) of subsection (a) above then outstanding and all other Attributable Debt, does not exceed 10% of the Net Tangible Assets of Crystal Water, as determined by Crystal Water as of a month end not more than 90 days prior to the closing or consummation of the proposed transaction.

     (c) For purposes of determining compliance with this Section 4.02, in the event that any Lien at any time meets the criteria of more than one of the categories described in clauses (i) through (vi) above of Section 4.02(a), or is entitled to be created pursuant to Section 4.02(b), Crystal Water will be permitted to classify (and later reclassify) in whole or in part in its sole discretion such Lien in any manner that complies with this Section 4.02.

     (d) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt secured by Liens on Principal Property, the Dollar-equivalent principal amount of Debt denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is incurred to refinance other Debt denominated in the same foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, the Dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the refinancing Debt does not exceed the principal amount of the Debt being refinanced. Notwithstanding any other provision of this Section 4.02, the maximum amount of Debt secured by Liens on Principal Property that Crystal Water or any Significant Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

     (e) Except as provided in Section 4.02 hereof, while there are any Bonds Outstanding or any reimbursement obligations owed to FGIC, without the prior written consent of Financial Guaranty, Crystal Water will not permit, create, assume or suffer to be created or to exist any mortgage, lien, security interest, or encumbrance of any kind, upon, or pledge of, any of Crystal Water’s properties of any character, including real, personal, tangible and intangible properties and revenues, now owned or hereafter acquired, to secure any indebtedness without providing that the Bonds and the reimbursement obligations hereunder have the same security.

     SECTION 4.03. Liquidity Facility. If at any time the Bonds are converted into a mode, other than a long-term mode longer than five years or an auction mode, Crystal Water shall provide a Liquidity Facility to support the Bonds. The Liquidity Facility and the Liquidity

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Provider shall satisfy the terms set forth in Annex B hereto or shall otherwise be subject to the prior written approval of FGIC.

     SECTION 4.04. Covenant Merger. Notwithstanding anything in the foregoing covenants to the contrary, the foregoing covenants with respect to the Crystal Water Company Bonds shall no longer be applicable if Crystal Water is merged into, consolidated with or otherwise reorganized into the Connecticut Water Company. The covenants with respect to the Connecticut Water Company shall apply to the merged, consolidated or otherwise reorganized entity.

ARTICLE V
EVENTS OF DEFAULT; REMEDIES

     SECTION 5.01. Events of Default. The following events shall constitute Events of Default hereunder:

     (a) Crystal Water or the Holding Company shall fail to pay to FGIC any amount payable under Section 2.02 or 7.01 hereof and such failure shall have continued for a period in excess of ten days after receipt by Crystal Water or the Holding Company of written notice thereof;

     (b) Any representation or warranty made by Crystal Water or the Holding Company hereunder under any other Company Document, the Guaranty Agreement, or any statement in the application for the Policy or any written report, certificate, financial statement or other instrument provided in connection with the Commitment, the Policy, the Guaranty Agreement, or any Company Document shall have been materially false at the time when made;

     (c) Except as otherwise provided in this Section 5.01, Crystal Water or the Holding Company shall fail to perform any of its other obligations hereunder, provided that such failure continues for more than thirty days after receipt by Crystal Water or the Holding Company of written notice of such failure to perform;

     (d) Crystal Water or the Holding Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, paying agent, custodian, sequestrator or similar official for Crystal Water or the Holding Company or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; or

     (e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Crystal Water or the

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Holding Company, or of a substantial part of its property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, paying agent, custodian, sequestrator or similar official for Crystal Water or the Holding Company or for a substantial part of its property; and such proceeding or petition shall continue undismissed for forty-five (45) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30) days.

     SECTION 5.02. Remedies. If an Event of Default shall occur and be continuing, then FGIC may take whatever action at law or in equity may appear necessary or desirable, including, without limitation, legal action for the specific performance of any covenant made by Crystal Water or the Holding Company herein and any financing document and, to the extent applicable, the pursuit of remedies available under the Bonds, the Company Documents and the Guaranty Agreement to collect the amounts then due under this Agreement, or to enforce performance and observance of any obligation, agreement or covenant of Crystal Water or the Holding Company under the Bonds, Company Documents and the Guaranty Agreement. All rights and remedies of FGIC under this Section 5.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one or more of the other available remedies under the Bonds, the Company Documents, the Indenture and the Guaranty Agreement, or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing under the Bonds, the Company Documents, the Indenture, the Guaranty Agreement, or any other financing document, or otherwise, upon the happening of any event set forth in Section 5.01, shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle FGIC to exercise any remedy reserved to FGIC in this Article, it shall not be necessary to give any notice, other than such notice as may be required by this Article.

ARTICLE VI
SETTLEMENT

     Financial Guaranty shall have the exclusive right to decide and determine whether any claim, liability, suit or judgment made or brought against Financial Guaranty on the Policy (a “Policy Claim”), shall or shall not be paid, compromised, resisted, defended, tried or appealed, and Financial Guaranty’s decision thereon, if made in good faith, shall be final and binding upon Crystal Water and the Holding Company. An itemized statement of payments made by Financial Guaranty, certified by an officer of Financial Guaranty, or the voucher or vouchers for such payments, shall be prima facie evidence of the liability of Crystal Water and the Holding Company.

ARTICLE VII
MISCELLANEOUS

     SECTION 7.01. Reimbursement of Costs and Expenses; Payments Generally.

     (a) Crystal Water and the Holding Company shall pay or reimburse FGIC for any and all charges, fees, costs, and expenses (including reasonable attorney’s fees) that FGIC may reasonably pay or incur in connection with the following: (i) the administration, enforcement, defense, or preservation of any rights or security hereunder or under any other transaction

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document; (ii) the pursuit of any remedies hereunder, under any other transaction document, or otherwise afforded by law or equity, (iii) any amendment, waiver, or other action hereunder or with respect to or related to any transaction document whether or not executed or completed; (iv) the violation by Crystal Water and the Holding Company of any law, rule, or regulation or any judgment, order or decree applicable to it; (v) any advances or payments made by FGIC to cure defaults of Crystal Water and the Holding Company under the transaction documents; or (vi) any litigation or other dispute in connection with this Agreement or any other transaction document, or the transactions contemplated hereby or thereby, other than amounts resulting from the failure of the FGIC to honor its payment obligations under the Policy. FGIC reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver, or consent proposed in respect of any transaction document. The obligations of Crystal Water and the Holding Company to FGIC shall survive discharge and termination of the transaction documents. Crystal Water and the Holding Company’s obligations under this Section 7.01 shall be unconditional and shall be paid promptly upon receipt by the Company of demand therefor.

     (b) If any payment hereunder is specified to be made on a date that is not a Business Day, then such payment shall be made on the Business Day next succeeding the date originally specified for such payment.

     SECTION 7.02. Indemnification; Limitation of Liability.

     (a) In addition to any and all rights of indemnification or any other rig