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1 corporate trust operations office of the Trustee of the 60th day after the giving of the foreQoing ? notice. ~ 3 ~ SECTION 704. GENERAL PROVISIONS. No supplement, modification or amendment to this 5 Agreement or to the Agreement referred to and permitted or authorized by this Article VII shall be 6 made unless the Trustee shall have obtained an Opinion of Bond Counsel stating that such 7 supplement, modification or amendment: 8 9 (i) has been duly and lawfully adopted by the Authority in accordance with the i o provisions of this A~eement, is authorized and permitted by this Agreement, and is valid and 11 binding upon the County and enforceable in accordance with its terms; and 12 ~3 (ii) will not, by itself, adversely affect the maintenance of any existing exclusion of ~~ interest payable on the Certificates issued as Tax-Exempt Obligations from gross income for 15 federal income tax purposes. 16 17 ~ 8 ARTICLE VIII ~ 9 THE CREDIT FACILITIES ~o 21 SECTION gOl. THE INSURANCE POLICY FOR THE 199g CERTIFICATES. ~~ 23 (A) INSURt1NCE POLICY TO BE HELD AS SECURITY FOR THE 199H CERTIFICATES. The ?4 Insurance Policy~ and all moneys paid thereunder shall be held by the Trustee in trust for the sole 25 and e~clusive benefit of the Owners of the 1998 Certificates. 26 27 (B) NO SURRENDER OR TRANSFER OF INSURANCE POLICY. The Trustee shall not sell, ?8 assign ar transfer the Insurance Policy except to a successor trustee. In addition, the Trustee shall 3~ not terminate the Insurance Policy or surrender the Insurance Policy to the Insurer issuing the 3o same e~ccept upon the expiration of the Insurance Policy in accordance with its terms by virtue 3 i of payment to the Trustee by the Insurer of all amounts required to be paid under the Insurance 3? Policy in respect of the principal of and interest on the 1998 Certificates. 33 3~l (C) RIGHTS AND DUTIES UNDER INSURANCE POLICY. In the event the County, for any 35 reason, fails to pay to the Trustee when due any Appropriated Financing Payment with respect 36 to the 1998 Certificates, the Trustee is hereby instructed, without further direction, to demand 37 payment under the Insurance Policy of an amount equal to the unpaid portion of such 38 Appropriated Financing Payment, which demand shall be in accordance with the terms and 39 conditions set forth set forth in Section 801(E) hereof and the Insurance Policy. 40 a~ In addition, following the occurrence of a Nonappropriation Event, the Trustee is hereby ~t? instructed, without any further direction, to demand payment under the Insurance Policy in FINANCING AND TRUST AGREEMENT Pa-GE 47