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the Bonds by the registered owners thereof, together with <br />proof of the payment of principal thereof. <br />The Paying Agent may be removed at any time, at the <br />request of AMBAC Indemnity, for any breach of the trust set <br />forth herein or in the Resolution. AMBAC Indemnity shall <br />receive prior written notice of any resignation of the Paying <br />Agent. Any successor Paying Agent shall not be appointed <br />unless AMBAC approves such successor in writing. <br />Notwithstanding any other provision hereof or of the <br />Resolution, in determining whether the rights of the <br />Bondholders will be adversely affected by any action taken <br />pursuant to the terms and provisions hereof or of the <br />Resolution, the Paying Agent shall consider the effect on the <br />Bondholders as if there were no Municipal Bond Insurance <br />Policy. <br />Notwithstanding any other provision hereof or of the <br />Resolution, no removal, resignation or termination of the <br />Paying Agent shall take effect until a successor, acceptable <br />to AMBAC Indemnity, shall be appointed. <br />(F) Third -Party Beneficiary. To the extent that this <br />resolution or the Resolution confers upon or gives or grants <br />to AMBAC Indemnity any right, remedy or claim under or by <br />reason hereof or of the Resolution, AMBAC Indemnity is hereby <br />explicitly recognized as being a third -party beneficiary <br />hereunder or thereunder and may enforce any such right, remedy <br />or claim conferred, given or granted hereunder or thereunder. <br />(G) Parties Interested Herein. Nothing in the <br />Resolution expressed or implied is intended or shall be <br />construed to confer upon, or to give or grant to, any person <br />or entity, other than the Issuer, AMBAC Indemnity, the Paying <br />Agent and the registered owners of the Bonds, any right, <br />remedy or claim under or by reason hereof or of the Resolution <br />or any covenant, condition or stipulation hereof or thereof, <br />and all covenants, stipulations, promises and agreements <br />herein and in the Resolution contained by and on behalf of the <br />Issuer shall be for the sole and exclusive benefit of the <br />Issuer, AMBAC Indemnity, the Paying Agent and the registered <br />owners of the Bonds. <br />(H) Defeasance. Notwithstanding anything herein or in <br />the Resolution to the contrary, in the event that the <br />principal and/or interest due on the Bonds shall be paid by <br />AMBAC Indemnity Corporation pursuant to the Municipal Bond <br />Insurance Policy, the Bonds shall remain Outstanding for all <br />purposes, not be defeased or otherwise satisfied and not be <br />9 <br />