Common use of Book-Entry Depositary and the Note Custodian To Sign Amendments Clause in Contracts

Book-Entry Depositary and the Note Custodian To Sign Amendments. The Book-Entry Depositary and the Note Custodian shall sign any amendment authorized pursuant to Section 4.12 hereof if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Book-Entry Depositary and the Note Custodian. If it does, the Book-Entry Depositary and the Note Custodian may, but need not, sign it. In signing such amendment, the Book-Entry Depositary and the Note Custodian shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and shall be fully protected in reasonably relying upon, an Officers’ Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel stating that: (a) such amendment is authorized or permitted by this Agreement; (b) the Issuer has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorized by all necessary corporate action; and (c) such amendment has been duly and validly executed and delivered by the Issuer, and this Agreement together with such amendment constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.

Book-Entry Depositary and the Note Custodian To Sign Amendments. The Book-Entry Depositary and the Note Custodian shall sign any amendment authorized pursuant to Section 4.12 hereof if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Book-Entry Depositary and the Note Custodian. If it does, the Book-Entry Depositary and the Note Custodian may, but need not, sign it. In signing such amendment, the Book-Entry Depositary and the Note Custodian shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and shall be fully protected in reasonably relying upon, an Officers’ ' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel stating that: (a) such amendment is authorized or permitted by this Agreement; (b) the Issuer has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorized by all necessary corporate action; and (c) such amendment has been duly and validly executed and delivered by the Issuer, and this Agreement together with such amendment constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ ' rights generally and general equitable principles.