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<br /> TUESDAY. JUNE 8. 1999
<br />Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that
<br />should they be entitled to receive full payment of principal from Ambac Assurance, they must
<br />surrender their Bonds (along with an appropriate instrument of assignment in form satisfactory to
<br />the Insurance Trustee to permit ownership of such Bonds to be registered in the name of Ambac
<br />Assurance) for payment to the Insurance Trustee, and not the Paying Agent, if any, and (iv) that
<br />should they be entitled to receive partial payment of principal from Ambac Assurance, they must
<br />surrender their Bonds for payment thereon first to the Paying Agent, if any, who shall note on such
<br />Bonds the portion of the principal paid by the Paying Agent, if any, and then, along with an
<br />appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance
<br />Trustee, which will then pay the unpaid portion of principal.
<br />
<br />In the event that the Paying Agent, if any, has notice that any payment of principal of or interest on
<br />a Bond which has become Due for Payment and which is made to a Bondholder by or on behalf of
<br />the City has been deemed a preferential transfer and theretofore recovered from its registered
<br />owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance
<br />with the final, non-appealable order of a court having competent jurisdiction, the Paying Agent, if
<br />any, shall, at the time Ambac Assurance is notified pursuant to (a) above, notify all registered
<br />owners that in the event that any registered owner's payment is so recovered, such registered owner
<br />will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient
<br />funds are not otherwise available, and the Paying Agent, if any, shall famish to Ambac Assurance
<br />its records evidencing the payments of principal of and interest on the Bonds which have been
<br />made by the Paying Agent, if any, and subsequently recovered from registered owners and the
<br />dates on which such payments were made.
<br />
<br />In addition to those rights granted Ambac Assurance under the Authorizing Ordinance, Ambac
<br />Assurance shall, to the extent it makes payment of principal of or interest on Bonds, become
<br />subrogated to the rights of the recipients of such payments in accordance with the terms of the
<br />Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation
<br />as to claims for past due interest, the Paying Agent, if any, shall note Ambac Assurance's rights as
<br />subrogee on the registration books of the City maintained by the Paying Agent, if any, upon receipt
<br />from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the
<br />Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent, if
<br />any, shall note Ambac Assurance's rights as subrogee on the registration books of the City
<br />maintained by the Paying Agent, if any, upon surrender of the Bonds by the registered owners
<br />thereof together with proof of the payment of principal thereof.
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<br />Section 8. Interested Parties
<br />
<br /> To the extent that the Authorizing Ordinance confers upon or gives or grants to Ambac any right,
<br />remedy or claim under or by reason of the Authorizing Ordinance, Ambac is hereby explicitly recognized
<br />as being a third-party beneficiary hereunder and may enforce any such fight remedy or claim conferred,
<br />given or granted hereunder.
<br />
<br />Section 9. Affirmation of Authorizing Ordinance and Authorization of Additional Acts
<br />
<br /> The Authorizing Ordinance is hereby ratified and confirmed and remains in full force and effect,
<br />except as such Authorizing Ordinance is amended and supplemented hereby. All acts of the officers,
<br />employees, agents and representative~ of the City in conformity with the purposes and intent of the
<br />Authorizing Ordinance and in furtherance of the issuance and sale of the Bonds, the redemption,
<br />defeasance and refunding of the Series 1997 Bond and the Series 1998 Note (each as defined in the
<br />Authorizing Ordinance), including direct payment to Patrick Henry National Bank as holder of the Series
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