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County maintained by the Bond Registrar, upon surrender of the Insured Bonds by the registered owners thereof together with proof of the payment of principal thereof. "SECTION 21. SUBROGATION RIGHTS OF BOND INSURER. Notwithstanding any provision of the Master Bond Resolution to the contrary, if the principal and/or interest due on any Bonds insured by the Municipal Bond Insurance Policy shall be paid by AMBAC pursuant to the Municipal Bond Insurance Policy, such Bonds shall remain outstanding for all purposes, shall not be defeased or otherwise satisfied by such payment and shall not be considered paid by the Issuer, and the assignment and pledge of the Pledged Funds and other revenues and funds under the Master Bond Resolution and all covenants, agreements and other obligations of the County to the registered owners shall continue to exist and shall run to the benefit of AMBAC, and AMBAC shall be subrogated to the rights of such registered owners. "SECTION 22. PARTIES IN INTEREST. Nothing in the Master Bond Resolution, expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the County, AMBAC Indemnity, the Paying Agent (or Paying Agents, if applicable), and the registered owners of the Bonds, any right, remedy or claim under or by reason of the Master Bond Resolution (including this Resolution) or any covenant, condition or stipulation therein contained, and all covenants, stipulations, promises and agreements in the Master Bond Resolution (including this Resolution) contained by and on behalf of the County shall be for the sole and exclusive benefit of the County, AMBAC Indemnity, the Paying Agent (or Paying Agents, if applicable), and the registered owners of the Bonds. "SECTION 23. MODIFICATION OF RESOLUTION. No adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made except as permitted under Section 21 of the Master Bond Resolution and subject to the consent of AMBAC, if such consent is required under Section 16F or Section 16G above. "SECTION 24. INTERPRETATION OF RESOLUTION. Notwithstanding any other provision of the Master Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Master Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. "SECTION 25. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, - 14 -