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Payments under the Policy <br />A. In the event that, on the second Business Day, and again on the <br />Business Day, prior to the payment date on the Obligations, the Paying Agent <br />has not received sufficient moneys to pay all principal of and interest on the <br />Obligations due on the second following or following, as the case may be, <br />Business Day, the Paying Agent shall immediately notify the Insurer or its <br />designee on the same Business Day by telephone or telegraph, confirmed in <br />writing by registered or certified mail, of the amount of the deficiency. <br />B. If the deficiency is made up in whole or in part prior to or on <br />the payment date, the Paying Agent shall so notify the Insurer or its designee. <br />C. In addition, if the Paying Agent has notice that any Bondholder <br />has been required to disgorge payments of principal or interest on the <br />Obligation to a trustee in Bankruptcy or creditors or others pursuant to a <br />final judgment by a court of competent jurisdiction that such payment <br />constitutes a voidable preference to such Bondholder within the meaning of any <br />applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or <br />its designee of such fact by telephone or telegraphic notice, confirmed in <br />writing by registered or certified mail. <br />D. The Paying Agent is hereby irrevocably designated, appointed, <br />directed and authorized to act as attorney-in-fact for Holders of the <br />Obligations as follows: <br />1. If and to the extent there is a deficiency in amounts <br />required to pay interest on the Obligations, the Paying Agent shall <br />(a) execute and deliver to Citibank, N.A., or its successors under the <br />Policy (the "Insurance Paying Agent"), in form satisfactory to the <br />Insurance Paying Agent, an instrument appointing the Insurer as agent <br />for such Holders in any legal proceeding related to the payment of <br />such interest and an assignment to the Insurer of the claims for <br />interest to which such deficiency relates and which are paid by the <br />Insurer, (b) receive as designee of the respective Holders (and not as <br />Paying Agent) in accordance with the tenor of the Policy payment from <br />the Insurance Paying Agent with respect to the claims for interest so <br />assigned, and (c) disburse the same to such respective Holders) and <br />2. If and to the extent of a deficiency in amounts required to <br />pay principal of the Obligations, the Paying Agent shall (a) execute <br />and deliver to the Insurance Paying Agent in form satisfactory to the <br />Insurance Paying Agent an instrument appointing the Insurer as agent <br />for such Holder in any legal proceeding relating to the payment of <br />such principal and an assignment to the Insurer of any of the <br />Obligation surrendered to the Insurance Paying agent of so much of the <br />principal amount thereof as has not previously been paid or for which <br />moneys are not hold by the Paying Agent and available for such payment <br />(but such assignment shall be delivered only if payment from the <br />Insurance Paying Agent is received), (b) receive as designee of the <br />respective Holders (and not as Paying Agent) in accordance with the <br />tenor of the Policy payment therefor from the Insurance Paying Agent, <br />and (c) disburse the same to such Holders. <br />EXHIBIT A <br />