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(d) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Series 2019 Bonds. Any rating agency rating the Series 2019 Bonds must receive notification of any amendment to this Indenture at least 15 days prior to its execution. [As long as an Insurer is not in default under the terms of its Insurance Policy, it shall be deemed the owner of all of the Series 2019 Bonds insured by its Insurance Policy for all purposes of this Section 7.02.1 SECTION 7.03 Disqualified Series 2019 Bonds. Series 2019 Bonds owned or held by or for the account of the City (but excluding Series 2019 Bonds held in any employees' retirement fund) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Series 2019 Bonds in this Article provided for, and shall not be entitled to consent to, or take any other action in this article provided for. Upon request of the Trustee, the City shall specify in a certificate to the Trustee those Series 2019 Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. SECTION 7.04 Endorsement or Replacement of Series 2019 Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the City may determine that the Series 2019 Bonds shall bear a notation, by endorsement in form approved by the City, as to such action, and in that case upon demand of the Owner of any Series 2019 Bond Outstanding at such effective date and presentation of his Series 2019 Bond for that purpose at the Principal Corporate Trust Office, a suitable notation as to such action shall be made on such Series 2019 Bond. If the City shall so determine, new Series 2019 Bonds so modified as, in the opinion of the City, shall be necessary to conform to such Bond Owners' action shall be prepared and executed, and in that case upon demand of the Owner of any Series 2019 Bond Outstanding at such effective date such new Series 2019 Bonds shall be exchanged at the Principal Corporate Trust Office, without cost to each Bond Owner, for Series 2019 Bonds then Outstanding, upon surrender of such Outstanding Series 2019 Bonds. SECTION 7.05 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Series 2019 Bond held by him, provided that due notation thereof is made on such Series 2019 Bond. SECTION 7.06 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 55394.00055\32329348.3 554 50