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necessary and not inconsistent herewith and which shall not adversely affect the interests of the Owners or the Bond Insurer; (b) to make any other change or addition hereto which shall not materially adversely affect the interests of the Owners or the Bond Insurer, or to surrender any right or power reserved herein to or conferred herein on the Authority; (c) to credit a Qualified Reserve Instrument to the Reserve Account; or (d) to provide for the issuance of Additional Bonds. Notwithstanding any other provision hereof, any provision of this Indenture expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer hereunder without the prior written consent of the Bond Insurer. A copy of any amendment of this Indenture which is consented to by the Bond Insurer shall be delivered by the Trustee to Standard & Poor's Ratings Group as soon as practicable after the execution and delivery of such amendment. SECTION 8.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and shall not be entitled to consent to or take any other action provided in this article. SECTION 8.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Bond and presentation of his Bond for such purpose at the Corporate Trust Office of the Trustee a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond such new Bonds shall be exchanged at the Corporate Trust Office of the Trustee without cost to each Owner for Bonds then Outstanding upon surrender of such Outstanding Bonds. SECTION 8.04. Amendment by Mutual Consent. The provisions of this article shall not prevent any Owner from accepting any amendment as to the particular Bonds owned by him, provided that due notation thereof is made on such Bonds. LAI-63221.5 50