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` <br /> amending, adding to or rescinding any of the terms or provisions of Section 801 contained in <br /> this Indenture or in any supplemental indenture; provided, however, that nothing in this Section <br /> contained shall permit, or be construed as permitting, without the consent of the owners of all <br /> the Bonds who would be affected thereby (a) an extension of the stated maturity or a reduction <br /> in the principal amount or reduction in the rate, or extension of time of payment of interest on, <br /> or reduction of any premium payable on the redemption of, any Bonds, without the consent of <br /> the holders of all of the Bonds; (b) the creation of any lien prior to or on a parity with the lien <br /> of this Indenture; (c) a reduction in the amount of the Bonds whose consent is required for the <br /> execution of such supplemental indentures, without the consent of the holders of all the Bonds <br /> at the time Outstanding which would be affected by the action to be taken; (d) the modification <br /> of the rights, duties or immunities of the Trustee without the consent of the Trustee; (e) a <br /> privilege or priority of any Bond over any other Bonds; (f) any action that, in the opinion of <br /> Bond Counsel, may result in the loss of the exclusion of interest on the Bonds from gross <br /> income for federal income tax purposes; or (g) any change in Section 509. <br /> If at any time the Issuer shall request the Trustee to enter into any such supplemental <br /> indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily <br /> indemnified with respect to expenses, cause notice of the proposed execution of such <br /> supplemental indenture to be mailed, postage prepaid, to all Bondholders. Such notice shall <br /> briefly set forth the nature of the proposed supplemental indenture and shall state that copies <br /> thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders. <br /> If, within 60 days or such longer period as shall be prescribed by the Issuer following the <br /> mailing of such notice, the holders of not less than two-thirds of the Bonds at the time of the <br /> execution of any such supplemental indenture shall have consented to and approved the execution <br /> thereof as herein provided, no holder of any Bond shall have any right to object to any of the <br /> terms and provisions contained therein, or the operation thereof, or in any manner to question <br /> the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Issuer from <br /> executing the same or from taking any action pursuant to the provisions thereof. Upon the <br /> execution of any such supplemental indenture as is in this Section permitted and provided, this <br /> Indenture shall be deemed to be modified and amended in accordance therewith. The Trustee <br /> shall not be obligated to enter into a supplemental indenture unless it shall have received an <br /> opinion of counsel, upon which it shall rely, as conclusive evidence that execution and delivery <br /> of a supplemental indenture has been effected in compliance with the provisions of this Article. <br /> [End of Article VIII] <br /> 2975.1 52 <br />