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I I I . ARTICLE XIV AMBAC ASSURANCE CORPORATION Section 14,01. Ambac Assurance Corporation. For so long as any of the Certificates remain outstanding and insured by a financial guaranty IIlsurance policy Issued by Ambac Assurance Corporation ("Ambac Assurance"), the provisions of the following sections shall control over any prOVision of this Ordinance to the contrary. Section 14.02. Defin itions. Unless otherwise expressly provided in this or unless the context clearly requires otherwise, the following terms shall have the meanings for the purposes of this Article XIV specified below: "Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock IIlsurance company. "Financial Guaranty Insurance Policy" shall mean the financial guaranty insurance policy issued by Ambac Assurance insuring the payment when due of the principal of and interest on the Certificates as provided therein. Section 14.03. Consent of Ambac Assurance. (a) Any provision of this Ordinance expressly recognizing or granting rights in or to Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. Ambac Assurance reserves the right to charge the City a fee for any consent or amendment to the Ordinance while the Financial Guaranty Insurance Policy is outstanding, (b) Consent of Ambac Assurance in lieu of Owner Consent. Unless otherwise provided in this Section, Ambac Assurance's consent shall be required in lieu of Owner consent, when required, for the following purposes: (i) execution and delivery of any supplemental Ordinance or any amendment, supplement or any amendment, supplement or change to or mofication of the Ordinance; (ii) removal of the Paying Agent/Registrar and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Owner consent. (c) Consent of Ambac Assurance in the Event ofInsolvency. Any reorganization or liquidation plan with respect to the City must be acceptable to Ambac Assurance. In the event of any reorganization or liquidation, Ambac Assurance shall have the right to vote on behalf of all Owners who hold Ambac Assurance-insured Certificates absent a default by Ambac Assurance under the applicable Financial Guaranty Insurance Policy inSUrIng such Certificates. (d) Consent of Ambac Assurance Upon Default. Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and direct the enforcement of all rIghts and remedies granted to the Owners or the Trustee for the benefit of the Owners under this Ordinance pursuant to the laws ofthe State of Texas R.ISan MarcoslCO 041DocslOrdinancelCO Ord Final wpd 32