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by the Authority, (i) upon obtaining an opinion of counsel that the same does not materially adversely affect the rights of the owners of the Bonds, or (ii) by obtaining the consent of the owners of all ARS and IRS or, in the event all of the ARS and IRS are Fixed, by obtaining the consent of the owners of all Newly Fixed AIRS and Regular Fixed AIRS. In the second event, the Trustee shall mail notice of such amendme .to the owners of the ARS, and if, on the first Auction Date occurring at least 30 days a - e date on which the Trustee mailed such notice, Sufficient Clearing Bids (as define. i - Auction Agent Agreement) have been received or all of the ARS are subject to Subr >• Hold Orders (as defined in the Auction Agent Agreement), the proposed amendince,W11 be deemed to have been consented to by the owners of all ARS. As an addition eition precedent to any such amendment pursuant to the provisions of the Indent, there shall be delivered to the Authority and the Trustee an opinion of counsel to the effect that such amendment will not adversely affect the validity of the ARS or IRS or the exclusion of interest on any of the Bonds from gross income for federal income tax purposes. Written notice of each such amendment shall be delivered by the Authority to the Trustee, the Auction Agent and each Broker-Dealer. If an Event of Default, as defined in the Indenture, shall occur, the principal of all outstanding Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture; except that the Indenture provides that in certain events such declaration and its consequences may be rescinded by the registered owners of at least a majority in aggregate principal amount of the Bonds then outstanding. This Bond is transferable only on the books required to be kept for that purpose by the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Indenture and upon surrender of this Bond together with a written instrument of transfer in a form approved by the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer of or exchange any Bond (1) during the period commencing on the day five (5) business days before the date on which Bonds are to be selected for redemption and ending on such date of selection, or (2) which has been selected for redemption in whole or in part. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the registered owners of all outstanding Bonds the interest thereon, the principal thereof and the redemption premiums, if any, thereon at the times and in the manner stipulated herein and in the Indenture, then the registered owners of such Bonds shall cease to be entitled to the pledge of the Revenues as provided in the Indenture, and all agreements, covenants and other LA1-70383.1 7