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B0m 95 F 1,,_F 696 RESOLUTION 95-83 (e) In the event that the Paying Agent has notice that any payment of principal of or interest'on a Bond which has become Due for Payment and which is made to a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is not recovered such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to AMBAC Indemnity its records evidencing the payment of principal of and interest on the Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those -rights granted AMBAC Indemnity under the Resolution, AMBAC Indemnity shall, to the extent it makes payment of principal of. or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon surrender of the Bonds by the registered owners thereof, together with proof of the payment of principal thereof. (E) Paving Agent -Related Provisions. The Paying Agent may be removed at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth herein or in the Resolution. AMBAC Indemnity shall receive prior written notice of any resignation of the Paying Agent. Any successor Paying Agent shall not be appointed unless AMBAC approves such successor in writing. -Notwithstanding any other provision hereof or of the Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions hereof or of the Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. Notwithstanding any other provision hereof or of the Resolution, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to AMBAC Indemnity, shall be appointed. (F) Third -Party Beneficiary. To the extent that this resolution or the Resolution confers upon or gives or grants to AMBAC Indemnity any right, remedy or claim under or by reason hereof or of the Resolution, AMBAC Indemnity is hereby explicitly recognized as being a third -party beneficiary hereunder or thereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder or thereunder. JULY 119 1995 52