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benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such
<br />registered owners.
<br />SECTION 23. BOND INSURER AS THIRD PARTY BENEFICIARY. To the extent
<br />that this Resolution confers upon or gives or grants to the Bond Insurer any right, remedy or
<br />claim under or by reason of this Resolution, the Bond Insurer is hereby explicitly recognized as
<br />being a third -party beneficiary hereunder and may enforce any such right, remedy or claim
<br />conferred, given or granted hereunder.
<br />SECTION 24. PARTIES IN INTEREST. Nothing in this Resolution, expressed or
<br />implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
<br />than the County, the Bond Insurer, the Paying Agent (or Paying Agents, if applicable), and the
<br />Registered Owners of the Bonds, any right, remedy or claim under or by reason of this
<br />Resolution or any co condition or stipulation therein contained, and all covenants, stipulations,
<br />promises and agreements in this Resolution contained by and on behalf of the County shall be for
<br />the sole and exclusive benefit of the County, the Bond Insurer, the Paying Agent (or Paying
<br />Agents, if applicable), and the Registered Owners of the Bonds.
<br />SECTION 25. INTERPRETATION OF RESOLUTION. Notwithstanding any other
<br />provision of this Resolution, in determining whether the rights of the Bondholders will be
<br />adversely affected by any action taken pursuant to the terms and provisions of this Resolution,
<br />the Paying Agent shall consider the effect on the Bondholders as if there were no Bond Insurance
<br />Policy.
<br />SECTION 26. DEFEASANCE. If at any time the County shall have paid, or shall have
<br />made provision for payment of, the principal, interest and premiums, if any, with respect to any
<br />of the Bonds or any series thereof, then, and in that event, the pledge of and lien on the Pledged
<br />Funds in favor of the Registered Owners of such Bonds or of such series, as the case may be,
<br />shall be no longer in effect. For purposes of the preceding sentence, the deposit of Federal
<br />Securities in irrevocable trust with a banking institution or trust company, for the sole benefit of
<br />the .Registered Owners of such Bonds or such series, as the case may be, the principal of and
<br />interest on which will be sufficient to pay, when due, the principal, interest and premiums, if any,
<br />on such Bonds or such series, as applicable, shall be considered "provision for payment". For
<br />purposes of this Section, amounts paid by the Series 2003 Bond Insurer under the Series 2003
<br />Bond Insurance Policy shall not be deemed paid and shall be deemed due and owing until paid
<br />by the County. Nothing in this section shall be deemed to require the County to call any of the
<br />outstanding Bonds or any series thereof for redemption prior to maturity pursuant to any
<br />applicable optional redemption provisions, or to impair the discretion of the County in
<br />determining whether to exercise any such option for early redemption.
<br />SECTION 27. MODIFICATION OF RESOLUTION. After the issuance of a series of
<br />Bonds, adverse material modification or amendment of this Resolution, or of any resolution
<br />amendatory hereof or supplemental hereto, may be made without the consent in writing of the
<br />Registered Owners of 51% or more in aggregate principal amount of the Bonds then outstanding
<br />affected by such adverse material modification or amendment; provided, however, that no
<br />modification or amendment shall permit a change in the maturity of any Bonds or a reduction in
<br />the rate of interest thereon or in the amount of the principal obligation thereof, or affect the
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