Common use of Appointment of Depositary Bank; Powers and Immunities Clause in Contracts

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining hereto. (b) The Collateral Agent on behalf of the Senior Parties under this Agreement hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder with such powers as are expressly delegated to the Depositary Bank by the terms of this Agreement. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent shall direct it to perform in accordance with the express provisions of this Agreement or as the Collateral Agent may otherwise direct it to perform in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained herein, the Depositary Bank shall not be required to take any action which is contrary to this Agreement or applicable law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Party for any recitals, statements, representations or warranties made by the Partnership contained in this Agreement or any other Financing Document or in any certificate or other document referred to or provided for in, or received by any Senior Party under, the Indenture, this Agreement or any other Financing Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or therein or for any failure by the Partnership to perform its obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership of any of its or their obligations under the Indenture, this Agreement, any other Financing Document or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary Bank shall take action under this Agreement only as it shall be directed in writing by the Collateral Agent. Whenever in the administration of this Agreement the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of any Authorized Officer of the Partnership, or the Collateral Agent, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent or any court of competent jurisdiction. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining hereto. (b) The Collateral Agent on behalf of the Senior Secured Parties under this the Intercreditor Agreement hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder with such powers as are expressly delegated to the Depositary Bank by the terms of this Agreement. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent shall direct it to perform in accordance with the express provisions of this Agreement or as the Collateral Agent may otherwise direct it to perform in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained herein, the Depositary Bank shall not be required to take any action which is contrary to this Agreement or applicable lawApplicable Law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Secured Party for any recitals, statements, representations or warranties made by the Partnership Funding Company or any Trinidad Finance Party contained in this Agreement or any other Financing Finance Document or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, under the Indenture, this Agreement or any other Financing Finance Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or therein or for any failure by the Partnership Funding Company or any Trinidad Finance Party to perform its obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership Funding Company or any Trinidad Finance Party of any of its or their obligations under the Indenture, this Agreement, any other Financing Finance Document or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary Bank shall take action under this Agreement only as it shall be directed in writing by the Collateral AgentAgent or any Trinidad Finance Party. Whenever in the administration of this Agreement the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of any Authorized Officer of the Partnership, applicable Trinidad Finance Party or the Collateral Agent, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent or any court of competent jurisdiction. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement and the Indenture by or through agents or attorneys-in-fact fact. The Depositary Bank may consult with counsel and the advice or any opinion of counsel shall be entitled to full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel concerning all matters pertaining heretocounsel. (b) The Collateral Agent on behalf of the Senior Secured Parties under this Agreement hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder with such powers as are expressly delegated to the Depositary Bank by the terms of this AgreementAgreement and the Indenture. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement and the Indenture. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent shall direct it to perform in accordance with the express provisions of this Agreement and the Indenture or as the Collateral Agent may otherwise direct it to perform in accordance with the provisions of this AgreementAgreement and the Indenture. Notwithstanding anything to the contrary contained herein, the Depositary Bank shall not be required to take any action which is contrary to this Agreement Agreement, the Indenture or applicable lawApplicable Law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Secured Party for any recitals, statements, representations or warranties made by the Partnership Issuer, the Subsidiary Guarantor or any Additional Guarantor contained in this Agreement or any other Financing Finance Document or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, the Indenture, this Agreement or any other Financing Finance Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Indenture or any other document referred to or provided for herein or therein or for any failure by the Partnership Issuer, the Subsidiary Guarantor or any Additional Guarantor to perform its their respective obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership Issuer, the Subsidiary Guarantor or any Additional Guarantor of any of its or their respective obligations under the Indenture, this Agreement, any other Financing Finance Document or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Working Capital Facility or the Indenture, the Depositary Bank shall take action under this Agreement only as it shall be directed in writing by the Collateral Agent. Whenever in the administration of this Agreement the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of any Authorized Officer of the Partnership, or the Collateral Agent, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent or any court of competent jurisdiction. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.and the

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining hereto. (b) The Collateral Agent on behalf of the Senior Secured Parties under this the Intercreditor Agreement hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder hereunder, with such powers as are expressly delegated to the Depositary Bank by the terms of this Agreement. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent shall direct it to perform in accordance with the express provisions of this Agreement or the Intercreditor Agreement or as the Collateral Agent may otherwise direct it to perform in accordance with the provisions of this Agreement or the Intercreditor Agreement. Notwithstanding anything to the contrary contained hereinherein (other than the provisions of Section 2.1(d)), the Depositary Bank shall not be required to take any action which is contrary to this Agreement, the Intercreditor Agreement or applicable lawApplicable Law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Secured Party for (a) any recitals, statements, representations or warranties made by CE Generation or any of the Partnership Assignors contained in this Agreement or any other Financing Document or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, the Indenture, this Agreement or any other Financing Document for Document, (b) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or therein or for (c) any failure by the Partnership CE Generation or any Assignor to perform its obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership CE Generation or any Assignor of any of its or their obligations under the Indenture, this Agreement, any other Financing Document or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) be required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Financing Document or (b) be responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with under any other Security Financing Document. Except as otherwise provided under this Agreement, the Depositary Bank shall take action under this Agreement only as it shall be directed in writing by the Collateral Agent. Whenever in the administration of this Agreement the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate an Officer's Certificate of any Authorized Officer of the Partnership, CE Generation or the Collateral Agent, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent or any court of competent jurisdictionjurisdic tion. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement Indenture by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining hereto. (b) The Collateral Agent Trustee on behalf of the Senior Parties Holders under this Agreement Indenture hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder with such powers as are expressly delegated to the Depositary Bank by the terms of this AgreementIndenture. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this AgreementIndenture. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent Trustee shall direct it to perform in accordance with the express provisions of this Agreement Indenture or as the Collateral Agent Trustee may otherwise direct it to perform in accordance with the provisions of this AgreementIndenture. Notwithstanding anything to the contrary contained herein, the Depositary Bank shall not be required to take any action which is contrary to this Agreement Indenture or applicable law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Party Holder for any recitals, statements, representations or warranties made by the Partnership contained in this Agreement or any other Financing Document Indenture or in any certificate or other document referred to or provided for in, or received by any Senior Party Holder under, the Indenture, this Agreement or any other Financing Document Indenture for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Indenture or any other document referred to or provided for herein or therein or for any failure by the Partnership to perform its obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership of any of its or their obligations under the Indenture, this Agreement, any other Financing Document Indenture or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this AgreementIndenture, the Depositary Bank shall take action under this Agreement Indenture only as it shall be directed in writing by the Collateral AgentTrustee. Whenever in the administration of this Agreement Indenture the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of any Authorized Officer of the Partnership, or the Collateral AgentTrustee, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement Indenture from the Collateral Agent Trustee or any court of competent jurisdiction. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.

Appointment of Depositary Bank; Powers and Immunities. (a) The Depositary Bank may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining hereto. (b) The Collateral Agent on behalf of the Senior Secured Parties under this the Intercreditor Agreement hereby appoints the Depositary Bank to act as depositary bank and "securities intermediary" hereunder with such powers as are expressly delegated to the Depositary Bank by the terms of this Agreement. The Depositary Bank shall not have any duties or responsibilities except those expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Depositary Bank shall take all actions as the Collateral Agent shall direct it to perform in accordance with the express provisions of this Agreement or as the Collateral Agent may otherwise direct it to perform in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained herein, the Depositary Bank shall not be required to take any action which is contrary to this Agreement or applicable lawApplicable Law. Neither the Depositary Bank nor any of its Affiliates shall be responsible to any Senior Secured Party for any recitals, statements, representations or warranties made by the Partnership Funding Company or any U.S. Guarantor contained in this Agreement or any other Financing Finance Document or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, under the Indenture, this Agreement or any other Financing Finance Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or therein or for any failure by the Partnership Funding Company or any U.S. Guarantor to perform its obligations hereunder or thereunder. The Depositary Bank shall not be required to ascertain or inquire as to the performance by the Partnership Funding Company or any U.S. Guarantor of any of its or their obligations under the Indenture, this Agreement, any other Financing Finance Document or any other document or agreement contemplated hereby or thereby. The Depositary Bank shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary Bank shall take action under this Agreement only as it shall be directed in writing by the Collateral Agent. Whenever in the administration of this Agreement the Depositary Bank shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Bank taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of any Authorized Officer of the Partnership, applicable U.S. Guarantor or the Collateral Agent, if appropriate. The Depositary Bank shall have the right at any time to seek instructions concerning the administration of this Agreement from the Collateral Agent or any U.S. Guarantor or any court of competent jurisdiction. The Depositary Bank shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the jurisdiction of the Depositary Bank.