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Anything herein to the contrary notwithstanding, a supplemental indenture under <br /> this Article which materially affects any rights of the Company shall not become effective unless <br /> and until the Company shall have consented in writing to the execution and delivery of such <br /> supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution <br /> and delivery of any such supplemental indenture together with a copy of the proposed <br /> supplemental indenture to be mailed by certified or registered mail to the Company at least fifteen <br /> (15)days prior to the proposed date of execution and delivery of any such supplemental indenture. <br /> Section 9.3. Opinion of Counsel. The Trustee shall receive prior to its entry into <br /> any supplemental indenture under this Article IX, and shall be fully protected in relying upon,the <br /> opinion of any counsel approved by it who may be counsel for the Issuer, as conclusive evidence <br /> that any such proposed supplemental indenture complies with the provisions of this Indenture,and <br /> that it is proper for the Trustee, under the provisions of this Article IX,to join in the execution of <br /> such supplemental indenture. <br /> (End of Article IX) <br /> 37 <br />