Common use of Powers and Immunities Clause in Contracts

Powers and Immunities. The Depositary shall not have any duties or responsibilities except those expressly set forth in this Agreement and no implied duties or covenants shall be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat for any recitals, statements, representations or warranties made by the Company contained in any Transaction Document or in any certificate or other document referred to or provided for in, or received by Ormat under, any Transaction Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Company to perform its obligations hereunder or thereunder. The Depositary shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary 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, bad faith or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it shall be conclusively determined by a court of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or gross negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee so appointed. Neither the Depositary nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Agreement or in connection therewith except to the extent caused by the Depositary’s gross negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. The Depositary shall not be deemed to have knowledge of a Default or Event of Default or any acceleration of the Advance Amount unless an Authorized Representative of the Depositary shall have received written notice thereof.

Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Depositary Agent (which term as used in this sentence and in Subsection 8.5 hereof shall not include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall have any no duties or responsibilities except those expressly set forth in this Agreement or in any of the Credit Documents, and no implied duties or covenants shall not by reason of this Agreement be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary a trustee for any Bank; (b) shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat the Banks for any recitals, statements, representations or warranties made by the Company contained in this Agreement or any Transaction Document or of the other documents in any certificate or any of the other document referred to or provided for in, Credit Documents or received by Ormat any of them under, this Agreement or any Transaction Document of the other Credit Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any of the other Transaction Document or any other document referred to or provided for herein or therein Credit Documents or for any failure by the Company Borrowers or any other Person to perform any of its obligations hereunder or thereunder. The Depositary , or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or proceedings hereunder; and (bd) shall not be responsible for any action taken or omitted to be taken by it hereunder (or under any of the other Credit Documents, except for its own gross negligence, bad faith negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this AgreementWithout limiting the generality of the foregoing, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it Agent shall be conclusively determined by a court of competent jurisdiction entitled to assume that the Depositary was grossly negligent conditions precedent set forth in Subsection 4.1 hereof have been satisfied unless the Agent has received notice from a Bank referring to the relevant Section and stating that the relevant condition has not been satisfied or acted in bad faith in ascertaining unless the pertinent factscertificate furnished by the Borrowers pursuant thereto so indicates. The Depositary Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, employ agents and attorneys, custodians or nominees appointed with due care, -in-fact and shall not be responsible for the negligence or misconduct of any willful misconduct such agents or gross negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee so appointed. Neither the Depositary nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Agreement or attorneys-in-fact selected by it in connection therewith except to the extent caused by the Depositary’s gross negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or reviewgood faith. The Depositary shall not be deemed to have knowledge Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a Default or Event of Default or any acceleration written notice of the Advance Amount unless an Authorized Representative of the Depositary assignment or transfer thereof shall have received written notice thereofbeen filed with the Agent.

Powers and Immunities. The Depositary Each Lender hereby irrevocably appoints and authorizes Agent to act as its agent under the Financing Documents with such powers as are specifically delegated to Agent by the terms of the Financing Documents, together with such other powers as are reasonably incidental to such delegated powers. Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement the Financing Documents and no implied duties or covenants shall be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary shall not be required to take a trustee for any action which is contrary to this Agreement or Applicable LawLender. Neither the Depositary nor any of its Affiliates Agent shall not be responsible to Ormat the Lenders (a) for any recitals, statements, representations or warranties made by the Company contained in any Transaction Document or the Financing Documents, in any certificate or other document referred to or provided for in, or received by Ormat any of them under, any Transaction Document the Financing Documents, (b) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document the Financing Documents or any other document referred to or provided for herein in the Financing Documents, (c) for the collectibility of the Loan, (d) for the validity, effectiveness or therein value of any interest or security covered by the Security Agreement or the Beneficial Interest Security Agreement, (e) for the value of the Collateral, (f) for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument or for the filing, recording, re-filing, continuing or re-recording of any thereof, or (g) for any failure by Borrower or any other party to the Company Financing Documents to perform its obligations hereunder or thereunder. The Depositary shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or therebythe Financing Documents, except that Agent shall undertake to file continuation statements for the financing statements filed naming the Agent as secured party. The Depositary In all its actions and duties, the Agent may employ agents and attorneys-in-fact and shall not be (a) required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceeding hereunder attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or under any other Security Document agents shall be liable or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence, bad faith or willful misconduct) them under the Financing Documents or in connection with the Financing Documents except for its or their own gross negligence or willful misconduct. Actions by Agent; Reliance. ----------------------------- (a) Agent shall not make any other Security Documentmaterial determinations under, grant any material waivers or consents to or agree to any material amendments or modifications of the Transaction Documents or the Financing Documents without the approval of Majority Lenders. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it Agent shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem entitled to rely upon any certification, notice or other communication (including by telephone, telex, telegram or cable) believed by it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 genuine and correct and to have been signed or established sent by a certificate of a Authorized Representative or on behalf of the Company proper person or Ormatpersons, if appropriateand upon advice and statements of legal counsel, independent accountants and other experts selected by Agent. The Depositary As to any matters not expressly provided for by the Financing Documents, Agent shall have in all cases be fully protected in acting, or in refraining from acting, under the right at any time to seek written Financing Documents in accordance with instructions concerning signed by the administration of this Agreement from OrmatMajority Lenders, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers and such instructions of the Depositary, unless it shall be conclusively determined by a court Majority Lenders or other number of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, Lenders as aforesaid and shall not be responsible for any willful misconduct or gross negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee so appointed. Neither the Depositary nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Agreement or in connection therewith except failure to act pursuant thereto shall be binding on all of the extent caused by the Depositary’s gross negligence, bad faith or willful misconduct, as determined by the final judgment Lenders. Events of a court of competent jurisdiction, no longer subject to appeal or reviewDefault. The Depositary ------------------- Agent shall not be deemed to have knowledge of the occurrence of a Default unless Agent has received notice from a Lender or Event Borrower specifying such Default and stating that such notice is a "Notice of Default or any acceleration Default". In the event that Agent receives such a notice of the Advance Amount unless an Authorized Representative occurrence of a Default, Agent shall promptly give notice of such Default to Lenders (and shall give each Lender notice of each such non-payment). Subject to Section 13.6, Agent shall take such action with respect to such Default as shall be directed by the Depositary shall have received written notice thereofMajority Lenders.

Powers and Immunities. The Depositary Collateral Agent: (i) shall not have any no duties or responsibilities except those as expressly set forth in this Agreement and no implied duties the other Transaction Documents, and shall not by reason of this Agreement or covenants shall any other Transaction Document be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary a trustee for any Purchaser; (ii) shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat the Purchasers for any recitals, statements, representations representations, or warranties made by the Company contained in this Agreement or any other Transaction Document Document, or in any certificate or other document referred to or provided for in, or received by Ormat any Purchaser under, this Agreement or any other Transaction Document Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Company Issuers to perform its any of their obligations hereunder or thereunder. The Depositary ; (iii) shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall not be (a) required to initiate or conduct any litigation or reasonable collection proceeding proceedings hereunder or under any other Security Document or Transaction Document, and (biv) shall not be responsible for any action taken or omitted to be taken by it hereunder (or any other Transaction Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it shall be conclusively determined by a court of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, employ agents and attorneys, custodians or nominees appointed with due care, -in-fact and shall not be responsible for the negligence or misconduct of any willful misconduct such agents or gross negligence on the part ofattorneys-in-fact selected by it with reasonable care. The provisions of Sections 9.1(a) through 9.1(j), or inclusive, hereof, are solely for the supervision ofbenefit of the Collateral Agent and the other Purchasers, any agent, attorney, custodian or nominee so appointed. Neither and neither the Depositary Issuers nor any other Person (other than the Collateral Agent and the other Purchasers) shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its officers, directors, employees or agents shall be liable for any action taken or omitted functions and duties under this Agreement or in connection therewith except to and under the extent caused by other Transaction Documents, the Depositary’s gross negligence, bad faith or willful misconduct, Collateral Agent shall act solely as determined by agent of the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. The Depositary Purchasers and does not assume and shall not be deemed to have knowledge assumed any obligation towards or relationship of a Default agency or Event of Default trust with or for the Issuers or any acceleration other Person (other than the Purchasers). The duties of the Advance Amount unless an Authorized Representative Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have by reason of the Depositary shall have received written notice thereofthis Agreement or any other Transaction Document a fiduciary relationship in respect of any Purchaser.

Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Depositary Agent (which term as used in this sentence and in SECTION 9.5 and the first sentence of Section 9.6 hereof shall not include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall have any no duties or responsibilities except those expressly set forth in this Agreement and no implied duties in the other Loan Documents, and shall not by reason of this Agreement or covenants shall any other Loan Document be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary a trustee for any Lender; (b) shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat the Lenders for any recitals, statements, representations or warranties made by the Company contained in this Agreement or in any Transaction Document other Loan Document, or in any certificate or other document referred to or provided for in, or received by Ormat any of them under, this Agreement or any Transaction Document other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Global Note or any other Transaction Loan Document or any other document referred to or provided for herein or therein or for any failure by the Company Borrower or any other Person to perform its any of their obligations hereunder or thereunder. The Depositary ; (c) shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall not be (a) required to initiate or conduct any litigation or collection proceeding proceedings hereunder or under any other Security Document or Loan Document; and (bd) shall not be responsible for any action taken or omitted to be taken by it hereunder (or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it shall be conclusively determined by a court of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, employ agents and attorneys, custodians or nominees appointed with due care, -in-fact and shall not be responsible for the negligence or misconduct of any willful misconduct such agents or gross negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee so appointed. Neither the Depositary nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Agreement or attorneys-in-fact selected by it in connection therewith except to the extent caused by the Depositary’s gross negligence, bad faith or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. The Depositary shall not be deemed to have knowledge of a Default or Event of Default or any acceleration of the Advance Amount unless an Authorized Representative of the Depositary shall have received written notice thereofgood faith.

Powers and Immunities. The Depositary Collateral Agent: (i) shall not have any no duties or responsibilities except those as expressly set forth in this Agreement and no implied duties the other Transaction Documents, and shall not by reason of this Agreement or covenants shall any other Transaction Document be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary a trustee for any Purchaser; (ii) shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat the Purchasers for any recitals, statements, representations representations, or warranties made by the Company contained in this Agreement or any other Transaction Document Document, or in any certificate or other document referred to or provided for in, or received by Ormat any Purchaser under, this Agreement or any other Transaction Document Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Company Issuers to perform its any of their obligations hereunder or thereunder. The Depositary ; (iii) shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall not be (a) required to initiate or conduct any litigation or reasonable collection proceeding proceedings hereunder or under any other Security Document or Transaction Document, and (biv) shall not be responsible for any action taken or omitted to be taken by it hereunder (or any other Transaction Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence, bad faith negligence or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it shall be conclusively determined by a court of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, employ agents and attorneys, custodians or nominees appointed with due care, -in-fact and shall not be responsible for the negligence or misconduct of any willful misconduct such agents or gross negligence on the part ofattorneys-in-fact selected by it with reasonable care. The provisions of Sections 9.1 through 9.11, or inclusive, hereof, are solely for the supervision ofbenefit of the Collateral Agent and the other Purchasers, any agent, attorney, custodian or nominee so appointed. Neither and neither the Depositary Issuers nor any other Person (other than the Collateral Agent and the other Purchasers) shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its officers, directors, employees or agents shall be liable for any action taken or omitted functions and duties under this Agreement or in connection therewith except to and under the extent caused by other Transaction Documents, the Depositary’s gross negligence, bad faith or willful misconduct, Collateral Agent shall act solely as determined by agent of the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. The Depositary Purchasers and does not assume and shall not be deemed to have knowledge assumed any obligation towards or relationship of a Default agency or Event of Default trust with or for the Issuers or any acceleration other Person (other than the Purchasers). The duties of the Advance Amount unless an Authorized Representative Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have by reason of the Depositary shall have received written notice thereofthis Agreement or any other Transaction Document a fiduciary relationship in respect of any Purchaser.

Powers and Immunities. The Depositary shall not have any duties or responsibilities except those expressly set forth in this Depositary Agreement and no implied duties or covenants shall be read against the Depositary. The Depositary shall not be a trustee or fiduciary to any DIP Lender. Without limiting the generality of the foregoing, the Depositary shall take all actions as the DIP Administrative Agent shall direct it to perform in accordance with the express provisions of this Depositary Agreement. Notwithstanding anything to the contrary contained herein, the Depositary shall not be required to take any action which is contrary to this Depositary Agreement or Applicable Lawapplicable law. Neither the Depositary nor any of its Affiliates affiliates shall be responsible to Ormat the DIP Lenders for any recitals, statements, representations or warranties made by the Company either Borrower contained in this Depositary Agreement or any Transaction other DIP Loan Document or in any certificate or other document referred to or provided for in, or received by Ormat under, any Transaction DIP Lender under any DIP Loan Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Depositary Agreement or any other Transaction DIP Loan Document or any other document referred to or provided for herein or therein or for any failure by the Company either Borrower to perform its obligations hereunder or thereunder. The Depositary shall not be required to ascertain or inquire as to the performance by the Company either Borrower of any of its obligations under any Transaction DIP Loan Document or any other document or agreement contemplated hereby or thereby. The Depositary 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, bad faith or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Depositary Agreement, the Depositary shall take action under this Depositary Agreement only as it shall be directed in writing. Whenever in the administration of this Depositary Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary 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 a an Authorized Representative Officer of the Company relevant Borrower or Ormatthe DIP Administrative Agent, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Depositary Agreement from Ormatthe DIP Administrative Agent, the Company either Borrower or any court of competent jurisdiction. The Depositary 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. The Depositary shall not be liable for any error of judgment made in good faith by an officer or officers of the Depositary, unless it shall be conclusively determined by a court of competent jurisdiction that the Depositary was grossly negligent or acted in bad faith in ascertaining the pertinent facts. The Depositary may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or gross negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee so appointed. Neither the Depositary nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Depositary Agreement or in connection therewith except to the extent caused by the Depositary’s gross negligence, bad faith negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. The Depositary shall not be deemed to have knowledge of a Default or Event of Default or any acceleration of the Advance Amount unless an Authorized Representative of the Depositary shall have received written notice thereof.