Common use of Duty to Negotiate in Good Faith Clause in Contracts

Duty to Negotiate in Good Faith. The Custodian hereby agrees that it shall, at the expense of the Borrower, negotiate in good faith with the other parties hereto with respect to any amendments, supplements or other modifications to this Agreement which may be proposed by any such party for the purpose of ensuring the perfection of the security interests which have been granted by the Borrower in the Account Property to the Collateral Agent; provided, however, that nothing in this Section 7.6(b) shall require the Custodian to undertake any obligation, business, service or activity (i) which it shall have chosen as an institutional, legal, business or policy matter (A) not to offer to the public or (B) to discontinue or (ii) for which it is not, based on its reasonable determination, adequately compensated. In executing or accepting the terms of any such amendment, supplement or modification, the Custodian shall be entitled to receive and shall be fully protected in relying upon an opinion of counsel stating that the execution of such amendment, supplement or modification is authorized or permitted by this Agreement and that all conditions precedent thereto have been complied with. The Custodian may, but shall not be obligated to, enter into any such amendment, supplement or modification which affects the Custodian’s own rights, duties or indemnities under this Agreement or otherwise.