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<br />37 <br />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)