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with this Article and to make the further agreements and stipulations which may be contained <br /> therein. Thereafter, <br /> (a) That Supplemental Indenture shall form a part of this Indenture; <br /> (b) All terms and conditions contained in that Supplemental Indenture as to <br /> any provision authorized to be contained therein shall be deemed to be a part of the terms <br /> and conditions of this Indenture for any and all purposes; <br /> (c) This Indenture shall be deemed to be modified and amended in accordance <br /> with the Supplemental Indenture; and <br /> (d) The respective rights, duties and obligations under this Indenture of the <br /> Issuer, the Borrower, the Trustee, the Registrar, the Paying Agents, the Authenticating <br /> Agents and all Holders of Bonds then outstanding shall be determined, exercised and <br /> enforced hereunder in a manner which is subject in all respects to those modifications and <br /> amendments made by the Supplemental Indenture. <br /> Express reference to any executed and delivered Supplemental Indenture may be made in <br /> the text of any Bonds issued thereafter, if that reference is deemed necessary or desirable by the <br /> Trustee or the Issuer. A copy of any Supplemental Indenture for which provision is made in this <br /> Article, except a Supplemental Indenture described in clause (g) of Section 8.02 hereof, shall be <br /> mailed by the Trustee to the Registrar, each Authenticating Agent and Paying Agent and the <br /> Underwriter. The Trustee shall not be required to execute any supplemental indenture containing <br /> provisions adverse to the Trustee. <br /> Section 8.06. Opinion of Counsel. The Trustee shall be entitled to receive, and shall be <br /> fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence <br /> that (i) any proposed Supplemental Indenture complies with the provisions of this Indenture, and <br /> (ii) it is proper for the Trustee to join in the execution of that Supplemental Indenture under the <br /> provisions of this Article. That counsel may be counsel for the Issuer or the Borrower. <br /> Section 8.07. Modification by Unanimous Consent. Notwithstanding anything <br /> contained elsewhere in this Indenture, the rights and obligations of the Issuer and of the Holders, <br /> and the terms and provisions of the Bonds and this Indenture or any Supplemental Indenture, <br /> may be modified or altered in any respect with the consent of(i) the Issuer, (ii) the Holders of all <br /> of the Bonds then outstanding, (iii) the Borrower and (iv) if such modification or alteration <br /> contains provisions adverse to the Trustee,the Trustee. <br /> (End of Article VIII) <br /> - 58 - <br />