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~l ~B~ NO SURRENDER OR TRANSFER OF INSURANCE POLICY. The Trustee shal not sell, assign <br />2 or transfer the Insurance Policy except to a successor trustee. In addition, the T ustee shall not <br />3 terminate the Insurance Policy or surrender the Insurance Policy to the Insurer is uing the same <br />4 except upon the expiration of the Insurance Policy in accordance with its terms by vi ue of payment <br />5 to the Trustee by the Insurer of all amounts required to be paid under the Insurance P licy in respect <br />6 of the principal of and interest on the 1998 Certificates. <br />7 <br />8 (C~ RIGHTS AND DUTIES UNDER INSURANCE POLICY. In the event the ounty, for any <br />9 reason, fails to pay to the Trustee when due any Appropriated Financing Payment wi h respect to the <br />l0 1998 Certificates, the Trustee is hereby instructed, without further direction, to d mand payment <br />11 under the Insurance Policy of an amount equal to the unpaid portion of such Approp 'ated Financing <br />12 Payment, which demand shall be in accordance with the terms and conditions set rth set forth in <br />13 S~ctio~::841(E)' hereof;and the Insurance Policy. <br />14 <br />15 In addition, following the occurrence of a Nonappropriation Event, the T ustee is hereby <br />16 instructed, without any further direction, to demand payment under the Insu ce Policy in <br />17 accordance with the provisions of Sections 202(C)(3) and 801;(E) of this Agreeme t and the terms <br />~ 8 of the Insurance Polic~. <br />19 <br />20 All moneys received by the Trustee under the Insurance Policy shall be appli d in accordance <br />21 with the terms and provisions of this Agreement to the payment of the principal o and interest on <br />~2 the 1998 Certificates. ' <br />~3 <br />24 The County agrees that the Trustee in its name or in the name of the County ay enforce all <br />25 rights of the Trustee and of the County and all obligations of the Insurer (includin the obligation <br />26 of such Insurer to honor demands for payment duly presented in accordance wit the terms and <br />2~ conditions of the Insurance Policy) under and pursuant to the Insurance Policy for t e benefit of the <br />28 Owners of the 1998 Certificates secured thereby. The Trustee agrees to assume d perform the <br />29 duties and obligations contemplated under the Insurance Policy to be assumed and rformed by the <br />30 Trustee. <br />31 <br />32 ;", (D~, RIGHTS OF 199$!r CERTIFICATE INSURER ;CONTROLLING. Anythi herein to the <br />33 contra~"^nolwztl~%Stan~ng and except as otherwise pro~ided below, if an Insurance P licy is in effect <br />34 with respect to :the I998 Cert~cates and~`the Insurer is not in default ~.of its ob gation to make <br />35 payinentsz;the~reiYtxdex;¢th~ Irisurer s1~a.11 be'.deemed to be the Owner of a11 1998' ertificates then <br />36 Outstancling, witli the~~~clusive, righf to exercise o~ direct the exercise of remedies on behalf of the <br />, <br />3~ Owners of;the~1998 ~erhficates m, a~cordance with the terrns liereof following an vent' of Default <br />3s or a.~'~ermina~~an,°Event,~and~#he principaT of all such 1998` Ce~rtifeates.Outstan ing. rnay no~ be <br />39 dee ared~fo be du an~ a able°ammediately,without ~lie pnor: wntten conserit of#l~e' surer; provided <br />. <br />~ ~~ ~ ~~ <br />4o that nothtng'hereinxs~t~tendecl, nor,sliall it`be construed,'to perrriit'tlie In~~irer (as. d emed Owner,of <br />4 ~ the '1998~~ertif eates as pro~vided ~~bove) to consent to any of #he';following: <br />42 <br />~ <br />FINANCING AND TRUST AGREEMENT PAGE 47 <br />