Notice of Default by Security Agent. The parties hereto agree that the IESO shall not be bound or have any obligation to make any inquiry regarding the status of the Supplier’s account with the Security Agent or regarding any breach or default under or pursuant to the Security Agreements other than the written notice (a “Default Notice”) to be given to the IESO by the Security Agent pursuant to Section 11.1(e) of the Contract, which may be accepted by the IESO as conclusive evidence of the Supplier’s default thereunder. Following receipt by the IESO of a Default Notice, the IESO may at all times, subject to transfer of such interest or entry into a New Agreement in accordance with Article 11 of the Contract, rely on the instructions (the “Security Agent’s Instructions”) of the Security Agent or its nominee or agent or a receiver or receiver and manager appointed in accordance with Section 11.2(d) until the Default Notice is withdrawn by the Security Agent by written notice to the IESO. The IESO shall have no liability to the Supplier for honouring a Default Notice or any Security Agent’s Instructions and the Supplier hereby agrees to indemnify the IESO and hold it harmless in respect of any losses or claims incurred or suffered by the IESO due to or arising out of IESO honouring any Default Notice or complying with any Security Agent’s Instructions, and the sole remedy of the Supplier in any such circumstances shall be against the Security Agent. Prior to receipt by the IESO of a Default Notice, the IESO may at all times rely on the instructions of the Supplier (the “Supplier’s Instructions”). The IESO shall have no liability to the Security Agent for complying with any Supplier’s Instructions prior to such receipt.
