Ord 2007-035 - Laserfiche WebLink

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payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from Ambac Assurance, they must surrender their Certificates (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Certificates to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the Paying Agent, and (iv) that should they be entitled to receive partial payment of principal from Ambac Assurance, they must surrender their Certificates for payment thereon first to the Paying Agent who shall note on such Certificates the portion of the principal paid by the Paying Agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal; (e) in the event that the Paying Agent has nonce that any payment of principal of or interest on a Certificate which has become due for payment and which is made to a holder by or on behalf of the City 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 Assurance is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to Ambac Assurance its records evidencing the payments of principal of and interest on the Certificates which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made; and (f) in addition to those rights granted Ambac Assurance under the Ordinance, Ambac Assurance shall, to the extent it makes payment of principal of or interest on Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) m the case of subrogation as to claims for past due interest, the Paying Agent shall note Ambac Assurance's nghts as subrogee on the registration books of the City maintained by the Paying Agent upon receipt from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the Certificates, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the City maintained by the Paying Agent upon surrender of the Certificates by the registered owners thereof together with proof of the payment of principal thereof. 2, The City hereby covenants and agrees that it shall reimburse Ambac Assurance for any amounts paid under the Financial Guaranty Insurance Policy and all costs of collection thereof and enforcement of the Ordnance and any other documents executed in connection with the Ordinance, together with interest thereon, from the date paid or incurred by Ambac Assurance until payment thereof in full by the City, payable at the Insurer Payment Rate (as hereinafter defined), including vv~thout limitation (to the extent permitted by applicable law) interest on claims paid by Ambac Assurance in respect of interest on the Certificates. Such payment obligation shall be payable on demand and on a parity with, and from the same sources and secured by the same secunty as, regularly scheduled principal and interest payments in respect of the Certificates. For purposes of the foregoing, "Insurer Payment Rate" shall mean the lesser of (a) the maximum rate permissible under applicable usury or similar laws limrtmg interest rates and (b) the greater of (i) the then applicable highest rate of interest on the Certificates and (ii) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A. ("Chase") at its principal office in the City of New York, as its prime San Marcos CTRCO 2007B: Ordinance