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EFTA01365464

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Section 8.2 has consented, the requirement to provide the Holders a copy of the proposed supplemental indenture (or a description of the substance thereof) shall be deemed to be satisfied. Unless notified by a Hedge Counterparty that it will be materially and adversely affected or a Majority of any Class that such Class will be materially and adversely affected, the Trustee shall be entitled to rely on an Opinion of Counsel and an Officer's certificate of the Issuer or Investment Manager to the effect that (x) any Class or Hedge Counterpart), would not be materially and adversely affected by a proposed supplemental indenture or (y) the execution of the supplemental indenture is permitted under this Indenture as described in Section 8.3. Such a determination shall be conclusive and binding on all present and future Holders and Hedge Counterparties. The Trustee shall not be liable for any such determination made in good faith and in reliance upon any such Opinion of Counsel and certificate. Section 8.3. Execution of Supplemental Indentures. (a) The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1 and 6.3) shall be fully protected in relying in good faith upon an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have be

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