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occur within such period, then such period will be extended so long as compliance is begun within such period <br />and diligently pursued, but only if such extension would not materially adversely affect the interests of any <br />registered owner of the Certificates. <br />DEFEASANCE <br />Notwithstanding anything in the Ordinance to the contrary, in the event that the principal and/or <br />interest due on the Certificates shall be paid by Ambac Assurance Corporation pursuant to the Financial <br />Guaranty Insurance Policy, the Certificates shall remain outstanding for all purposes, not be defeased or <br />otherwise satisfied and not be considered paid by the City, and all covenants, agreements and other obligations <br />of the City to the registered owners shall continue to exist and shall run to the benefit of Ambac Assurance, <br />and Ambac Assurance shall be subrogated to the rights of such registered owners. <br />PAYMENT PROCEDURE PURSUANT TO THE <br />FINANCIAL GUARANTY INSURANCE POLICY <br />1. As long as the City insurance shall be in full force and effect, the City and the Paying Agent agree to <br />comply with the following provisions. <br />(a) at least one (1) business day prior to all interest payment dates the Paying Agent will determine <br />whether there will be sufficient funds in the funds and Accounts to pay the pnncipal of or interest on <br />the Certificates on such interest payment date. If the Paying Agent, if any, determines that there will <br />be insufficient funds in such funds or accounts, the Paying Agent shall so notify Ambac Assurance. <br />Such notice shall specify the amount of the anticipated deficiency, the Certificates to which such <br />deficiency is applicable and whether such Certificates will be deficient as to principal or interest, or <br />both. If the Paying Agent has not so notified Ambac Assurance at least one (1) business day prior to <br />an interest payment date, Ambac Assurance will make payments of pnncipal or interest due on the <br />Certificates on or before the first (1st) business day next following the date on which Ambac <br />Assurance shall have received nonce of nonpayment from the Paying Agent; <br />(b) the Paying Agent shall, after giving notice to Ambac Assurance as provided in (a) above, make <br />available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of New York, as <br />insurance trustee for Ambac Assurance or any successor insurance trustee (the "Insurance Trustee"), <br />the registration books of the City maintained by the Paying Agent and all records relating to the funds <br />and accounts maintained under the Ordinance; <br />(c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee with a list of <br />registered owners of Certificates entitled to receive principal or interest payments from Ambac <br />Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements <br />with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Certificates entitled <br />to receive full or partial interest payments from Ambac Assurance and (ii) to pay principal upon <br />Certificates surrendered to the Insurance Trustee by the registered owners of Certificates entitled to <br />receive full or partial principal payments from Ambac Assurance, <br />(d) the Paying Agent shall, at the time ~t provides nonce to Ambac Assurance pursuant to (a) above, <br />notify registered owners of Certificates entitled to receive the payment of pnncipal or interest thereon <br />from Ambac Assurance (i) as to the fact of such entitlement, (ii) that Ambac Assurance will remit to <br />them all or a part of the interest payments next coming due upon proof of holder entitlement to interest <br />San Marcos CTRCO 2007B: Ordinance <br />