Common use of Successor Depositary Bank Clause in Contracts

Successor Depositary Bank. (a) Any Depositary Bank may resign at any time by giving forty-five (45) days’ written notice thereof to the Collateral Agent, the Trust, and the Authority. (b) Any Depositary Bank may be removed involuntarily only for a breach of its respective duties and obligations hereunder or for gross negligence, bad faith or willful misconduct in connection with the performance of its duties hereunder and then only by the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement (excluding such Depositary Bank from such vote and such Depositary Bank’s proportionate share (if any) of the term loans under the Credit Agreement from the amounts used to determine the requisite vote)). (c) Upon any such resignation or removal of a Depositary Bank, the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall have the right, with the consent of the Trust and the Authority (such consent not to be unreasonably withheld or delayed and provided that no such consent shall be required if an Event of Default shall have occurred and be continuing) to appoint a successor Depositary Bank, which shall be an Approved Bank. If no successor Depositary Bank shall have been so appointed by the Collateral Agent and shall have accepted such appointment, within thirty (30) days after the retiring Depositary Bank’s (i) giving of notice of resignation or (ii) involuntary removal, the retiring Depositary Bank may at the expense of the Servicer, apply to a court of competent jurisdiction to appoint a successor Depositary Bank hereunder, which shall be an Approved Bank. (d) Upon the acceptance of any appointment as Depositary Bank under this Agreement by a successor Depositary Bank, such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Bank (and Exhibit A shall be updated as necessary), and the retiring Depositary Bank shall be discharged from its duties and obligations as Depositary Bank only under this Agreement. After any retiring Depositary Bank’s resignation or removal hereunder as Depositary Bank, the provisions of this Article VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Depositary Bank under this Agreement.

Successor Depositary Bank. (a) Any Depositary Bank may resign at any time by giving forty-five (45) days[’]’ written notice thereof to the Collateral Agent, the Trust, and the Authority. (b) Any Depositary Bank may be removed involuntarily only for a breach of its respective duties and obligations hereunder or for gross negligence, bad faith or willful misconduct in connection with the performance of its duties hereunder and then only by the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement (excluding such Depositary Bank from such vote and such Depositary Bank[’]’s proportionate share (if any) of the term loans under the Credit Agreement from the amounts used to determine the requisite vote)). (c) Upon any such resignation or removal of a Depositary Bank, the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall have the right, with the consent of the Trust and the Authority (such consent not to be unreasonably withheld or delayed and provided that no such consent shall be required if an Event of Default shall have occurred and be continuing) to appoint a successor Depositary Bank, which shall be an Approved Bank. If no successor Depositary Bank shall have been so appointed by the Collateral Agent and shall have accepted such appointment, within thirty (30) days after the retiring Depositary Bank[’]’s (i) giving of notice of resignation or (ii) involuntary removal, the retiring Depositary Bank may at the expense of the Servicer, apply to a court of competent jurisdiction to appoint a successor Depositary Bank hereunder, which shall be an Approved Bank. (d) Upon the acceptance of any appointment as Depositary Bank under this Agreement by a successor Depositary Bank, such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Bank (and Exhibit A shall be updated as necessary), and the retiring Depositary Bank shall be discharged from its duties and obligations as Depositary Bank only under this Agreement. After any retiring Depositary Bank[’]’s resignation or removal hereunder as Depositary Bank, the provisions of this Article VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Depositary Bank under this Agreement.

Successor Depositary Bank. (a) Any No resignation or removal pursuant to Section 2.25 (Resignation and Removal of the Depositary Bank) shall be effective until: (i) a successor for the Depositary Bank may resign at is appointed by DOE in accordance with (and subject to) the provisions of this Section 2.26 (including, for the avoidance of doubt, DOE’s customary procurement process including, if applicable, those that require DOE to select service providers by way of an open, competitive bid process); (ii) the resigning or removed Depositary Bank has transferred to its successor all of its rights and obligations in its capacity as the Depositary Bank under this Agreement and the other Financing Documents; provided that the Depositary Bank shall continue to perform all of its duties and obligations under this Agreement and any Bilateral Agreement until such time as a successor has assumed such duties and obligations unless doing so would be prohibited by giving forty-five Applicable Law; and (45iii) days’ written notice thereof the successor Depositary Bank has executed and delivered an agreement to be bound by the Collateral Agentterms of this Agreement, the Trust, Loan Agreement and the Authorityother Financing Documents and to perform all duties required of the Depositary Bank hereunder and under the other Financing Documents. (b) Any If a successor to the Depositary Bank may be removed involuntarily only for a breach of its respective duties is appointed and obligations hereunder or for gross negligence, bad faith or willful misconduct in connection with the performance of its duties hereunder and then only by the Collateral Agent (acting pursuant to direction given has accepted such appointment under the Collateral Agency and Intercreditor Agreement (excluding such Depositary Bank from such vote and such Depositary Bank’s proportionate share (if any) provisions of the term loans under the Credit Agreement from the amounts used to determine the requisite vote)). (c) Upon any such resignation or removal of a Depositary Bankthis Section 2.26, the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall have the right, with the consent of the Trust and the Authority (such consent not to be unreasonably withheld or delayed and provided that no such consent shall be required if an Event of Default shall have occurred and be continuing) to appoint a successor Depositary Bank, which shall be an Approved Bank. If no successor Depositary Bank shall have been so appointed by the Collateral Agent and shall have accepted such appointment, within thirty (30) days after the retiring Depositary Bank’sthen: (i) giving of notice of resignation or (ii) involuntary removal, the retiring Depositary Bank may at the expense of the Servicer, apply to a court of competent jurisdiction to appoint a successor Depositary Bank hereunder, which shall be an Approved Bank. (d) Upon the acceptance of any appointment as Depositary Bank under this Agreement by a successor Depositary Bank, such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Bank (and Exhibit A shall be updated as necessary), and the retiring predecessor Depositary Bank shall be discharged from its duties any further obligation hereunder (but without prejudice to any accrued liabilities); (ii) the resignation pursuant to Section 2.25(a) (Resignation and obligations as Removal of the Depositary Bank) or removal pursuant to Section 2.25(b) (Resignation and Removal of the Depositary Bank) of the predecessor Depositary Bank only under this Agreement. After any retiring Depositary Bank’s resignation or removal hereunder as Depositary Banknotwithstanding, the provisions of this Article VI Agreement shall inure to its the predecessor Depositary Bank’s benefit as to any actions taken or omitted to be taken by it under this Agreement and the other Financing Documents while it was a the Depositary Bank under and such predecessor Depositary Bank shall be entitled to the payment of any fees and expenses (including legal fees and expenses) accruing to its benefit on or prior to the date of the effectiveness of such resignation or removal; (iii) the successor Depositary Bank and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor Depositary Bank had been a party hereto beginning on the date of this Agreement; and (iv) if a successor Depositary Bank does not take office within 90 days after the retiring Depositary Bank resigns or is removed, the retiring Depositary Bank or DOE may, at the expense of the Borrower, petition any court of competent jurisdiction for the appointment of a successor Depositary Bank. Notwithstanding the replacement of the Depositary Bank, the obligations that expressly survive the termination of this Agreement shall continue for the benefit of the retiring Depositary Bank.

Successor Depositary Bank. (a) Any Depositary Bank may resign at any time by giving forty---five (45) days’ ’’ written notice thereof to the Collateral Agent, the Trust, and the Authority. (b) Any Depositary Bank may be removed involuntarily only for a breach of its respective duties and obligations hereunder or for gross negligence, bad faith or willful misconduct in connection with the performance of its duties hereunder and then only by the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement (excluding such Depositary Bank from such vote and such Depositary Bank’’s proportionate share (if any) of the term loans under the Credit Agreement from the amounts used to determine the requisite vote)). (c) Upon any such resignation or removal of a Depositary Bank, the Collateral Agent (acting pursuant to direction given under the Collateral Agency and Intercreditor Agreement) shall have the right, with the consent of the Trust and the Authority (such consent not to be unreasonably withheld or delayed and provided that no such consent shall be required if an Event of Default shall have occurred and be continuing) to appoint a successor Depositary Bank, which shall be an Approved Bank. If no successor Depositary Bank shall have been so appointed by the Collateral Agent and shall have accepted such appointment, within thirty (30) days after the retiring Depositary Bank’’s (i) giving of notice of resignation or (ii) involuntary removal, the retiring Depositary Bank may at the expense of the Servicer, apply to a court of competent jurisdiction to appoint a successor Depositary Bank hereunder, which shall be an Approved Bank. (d) Upon the acceptance of any appointment as Depositary Bank under this Agreement by a successor Depositary Bank, such successor Depositary Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Bank (and Exhibit A shall be updated as necessary), and the retiring Depositary Bank shall be discharged from its duties and obligations as Depositary Bank only under this Agreement. After any retiring Depositary Bank’’s resignation or removal hereunder as Depositary Bank, the provisions of this Article VI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Depositary Bank under this Agreement.