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Certificate Insurer shall have received notice of Nonpayment from the Trustee. The insurance will extend for the <br />term of the Series 2004 Certificates and, once issued, cannot be canceled by the Certificate Insurer. <br /> <br /> The Certificate Insurance Policy will insure payment only on stated maturity dates and on mandatory <br />sinking fund installment dates, if any, in the case of principal, and on stated dates for payment, in the case of <br />interest. If the Series 2004 Certificates become subject to mandatory redemption and insufficient funds are <br />available for redemption of all outstanding Series 2004 Certificates, the Certificate Insurer will remain obligated to <br />pay principal of and interest on outstanding Series 2004 Certificates on the originally scheduled interest and <br />principal payment dates including mandatory sinking fund redemption dates, if any. In the event of any <br />acceleration of the principal of the Series 2004 Certificates, the insured payments will be made at such times and in <br />such amounts as would have been made had there not been an acceleration. <br /> <br /> In the event the Trustee has notice that any payment of principal of or interest on a Series 2004 Certificate <br />which has become Due for Payment and which is made to a holder by or on behalf of the City has been deemed a <br />preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy <br />Code in accordance with a £mal, nonappealable order of a court of competent jurisdiction, such registered owner <br />will be entitled to payment from the Certificate Insurer to the extent of such recovery if sufficient funds are not <br />otherwise available. <br /> <br /> The Certificate Insurance Policy does not insure any risk other than Nonpayment, as defined in the <br />Certificate Insurance Policy. Specifically, the Certificate Insurance Policy does not cover:. <br /> <br />· payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund <br /> redemption) or as a result of any other advancement of maturity. <br /> <br />· payment of any redemption, prepayment or acceleration premium. <br /> <br />· nonpayment of principal or interest caused by the insolvency or negligence of any Trustee or Bond <br /> Registrar, if any. <br /> <br /> If it becomes necessary to call upon the Certificate Insurance Policy, payment of principal requires <br />surrender of Series 2004 Certificates to the Insurance Trustee together with an appropriate instrument of <br />assignment so as to permit ownership of such Seres 2004 Certificates to be registered in the name of Certificate <br />Insurer to the extent of the payment under the Certificate Insurance Policy. Payment of interest pursuant to the <br />Certificate Insurance Policy requires proof of holder entitlement to interest payments and an appropriate <br />assignment of the holder's right to payment to the Certificate Insurer. <br /> <br /> Upon payment of the insurance benefits, the Certificate Insurer will become the owner of the Series 2004 <br />Certificates, appurtenant coupon, if any, or right to payment of principal or interest on such Series 2004 Certificate <br />and will be fully subrogated to the surrendering holder's rights to payment. <br /> <br />The Certificate Insurer <br /> <br /> The Certificate Insurer is a Wisconsin-domiciled stock insurance corporation regulated by the Office <br />of the Commissioner of Insurance of the State of Wisconsin and licensed to do business in 50 states, the <br />District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, <br />with admitted assets of approximately $7,670,000,000 (unaudited) and statutory capital of approximately <br />$4,683,000,000 (unaudited) as of March 31, 2004. Statutory capital consists of the Certificate Insurer's <br />policyholders' surplus and statutory contingency reserve. Standard & Poor's Credit Markets Services, a <br />Division of The McGraw-Hill Companies, Moody's Investors Service and Fitch Ratings have each assigned a <br />triple-A financial strength rating to the Certificate Insurer. <br /> <br />-8- <br /> <br /> <br />