Common use of Depositories Clause in Contracts

Depositories. Lender and Agent acknowledge that in relation to any Services which involve a Depository, Bank shall provide the relevant Services subject to the rules and requirements of all such Depositories. In particular, Lender and Agent acknowledge that a Depository may, under its terms of participation or otherwise, be entitled to vary its terms, suspend its systems, or vary its system timetable, and that Bank is entitled, by written notice to Lender, to vary this Agreement in such manner as Bank may reasonably determine to be necessary to reflect any alteration or variation or suspension of the relevant Depository, or any law, regulation, regulatory requirement, order or direction which may affect the Depository (any such variation being a “System Variation”). Bank shall use reasonable efforts to consult with Lender and Agent prior to implementation of any System Variation. Bank shall not be liable under or in connection with compliance with any rules or requirements of a Depository unless such System Variation was designed or implemented by Bank with bad faith, fraud, negligence, failure to exercise reasonable care or willful misconduct.