Action Upon Notices; Exercise of Judgment. Depositary may conclusively and exclusively rely on Collateral Agent or the Company in determining whether a Default or Event of Default under the Note Purchase Agreement has occurred, it being acknowledged and agreed by the parties hereto that if Depositary receives any conflicting notices, entitlement orders, requests, waivers, consents, receipts or other papers or documents hereunder, the applicable notice from Collateral Agent shall control. Depositary shall not be deemed to have knowledge of a Default or Event of Default under the Note Purchase Agreement until it has received written notice thereof from the Company or Collateral Agent. Collateral Agent and Depositary shall each be permitted to conclusively rely and act or refrain from acting, as the case may be, upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form, including portable document format (.pdf)) reasonably believed by it to be signed by Collateral Agent or Depositary, as applicable, the Company or any other authorized Person. Other than in respect of actions or inactions that are specifically required by the terms of this Agreement, the parties hereto acknowledge that any action or direction (or inaction, as the case may be) of Collateral Agent is only upon the proper notice or instruction of the Required Holders. In the event that the Company becomes subject to a voluntary or involuntary proceeding under any Debtor Relief Laws, if Depositary is otherwise served with a court order or other judicial process which Depositary in good faith believes affects any Account, or Depositary is of the opinion that acting upon the instructions of Collateral Agent would result in the violation of any applicable law, rule, regulation or request of a regulatory authority, Depositary may, upon notice to Collateral Agent, cease acting upon the instructions of Collateral Agent and suspend disbursements from the Accounts until such time as Depositary receives a court order or other assurances reasonably satisfactory to Depositary establishing that disbursements from the Accounts may continue.
Action Upon Notices; Exercise of Judgment. Depositary Agent may rely on Lender or Borrower in determining whether a Default or Event of Default under the Credit Agreement has occurred, it being acknowledged and agreed by the parties hereto that if Depositary Agent receives any conflicting notices, entitlement orders, requests, waivers, consents, receipts or other papers or documents hereunder after the occurrence and during the continuation of an Event of Default, the applicable notice from Lender shall control. Lender and Depositary Agent shall each be permitted to conclusively rely and act or refrain from acting, as the case may be, upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form, including portable document format (.pdf)) reasonably believed by it to be signed by Lender or Depositary Agent, as applicable, Borrower or any other authorized Person.
Action Upon Notices; Exercise of Judgment. The Securities Intermediary shall be permitted to act upon any notice, entitlement order, request, waiver, consent, receipt or other paper or document reasonably believed by the Securities Intermediary to be signed by the First Lien Agent or the Second Lien Agent, as applicable, the Pledgor or any other proper Person. The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which the Securities Intermediary may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. This Agreement does not create any obligations on the Securities Intermediary except for those expressly set forth in this Agreement, and no covenant or obligation shall be implied against the Securities Intermediary in connection with this Agreement. The Securities Intermediary shall have duties only to the First Lien Agent, the Second Lien Agent, the Secured Parties (as defined in each of the Credit Agreements) and the Pledgor.
Action Upon Notices; Exercise of Judgment. The Depositary Agent shall be permitted to conclusively rely and act upon any notice, entitlement order, instruction, request, waiver, consent, receipt or other paper or document whether in its original or facsimile form reasonably believed by the Depositary Agent to be signed by the Collateral Agent or any other authorized Person. The Depositary Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which the Depositary Agent may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. The Depositary Agent shall have duties only to the Collateral Agent (on behalf of the holders of the Secured Obligations).
Action Upon Notices; Exercise of Judgment. Depositary (a) may conclusively rely on a written notification from Collateral Agent or Borrower in determining whether a Default or an Event of Default has occurred, and (b) may conclusively rely on written notification from Administrative Agent, Collateral Agent or Borrower in determining whether the Term-Conversion Date, the Incomplete Turbine Completion Date, Completion or the Final Completion Date has occurred (it being acknowledged and agreed that if Depositary receives any conflicting notices, orders, requests, waivers, consents, receipts or other papers or documents hereunder, the applicable notice from Collateral Agent shall control in the absence of manifest error). Depositary shall be permitted to conclusively rely and act upon any notice, order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form) reasonably believed by Depositary to be signed by any Person stated above in this Section 3.6.4 or any other authorized Person. Depositary shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which Depositary may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. Depositary shall have duties only as set forth herein.
Action Upon Notices; Exercise of Judgment. Depositary may conclusively rely on Administrative Agent or Borrower in determining whether a Default, an Event of Default, the Term-Conversion Date, Completion or the Final Completion Date has occurred (it being acknowledged and agreed that if Depositary receives any conflicting notices, orders, requests, waivers, consents, receipts or other papers or documents hereunder, the applicable notice from Administrative Agent shall control in the absence of manifest error). Depositary shall be permitted to conclusively rely and act upon any notice, order, request, waiver, consent, receipt or other paper or document (whether in its original or facsimile form) reasonably believed by Depositary to be signed by Administrative Agent, Borrower or any other authorized Person. Depositary shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which Depositary may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. Depositary shall have duties only as set forth herein.
