Common use of Reliance by Depositary Agent Clause in Contracts

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate of Holdings or the Collateral Agent, or any other notice or other document (including any electronic transmission, cable, telegram or telecopy) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Collateral Agent or one or more other Secured Parties, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate of Holdings or the Collateral AgentBorrower, any certificate of the Administrative Agent or any other notice or other document (including any electronic or facsimile transmission, cable, telegram or telecopy) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final non-appealable judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and Agreement, it shall not have received any such advice or concurrence of the Collateral Administrative Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral Administrative Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Administrative Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Collateral Agent or one or more other Secured PartiesAdministrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be fully entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate of Holdings or the Collateral Agentcertificate, or any other notice notice, resolution, statement, instrument, opinion, report, request, consent, order, approval or other paper or document (including any electronic transmission, cable, telegram or telecopyfacsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement statements of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall not be fully justified bound to make any investigation into the facts or matters stated in failing any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or refusing other paper or document. Whenever in the administration of the provisions of this Agreement the Depositary Agent shall deem it necessary or desirable that a matter be proved or established prior to take taking or suffering any action under this Agreement to be taken hereunder, such matter (aunless other evidence in respect thereof be herein specifically prescribed) if such action wouldmay, in the reasonable opinion absence of gross negligence or bad faith on the part of the Depositary Agent, be contrary deemed to be conclusively proved and established by a certificate signed by a Responsible Officer of any Financing Party or the Collateral Agent, and delivered to the Depositary Agent and such certificate, in the absence of gross negligence or bad faith on the part of the Depositary Agent, shall be full warrant to the Depositary Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. As to any applicable law or rule of any Governmental Authority or the terms of other matters not expressly provided for by this Agreement, (b) if such action is not specifically provided for in this Agreement and it the Depositary Agent shall not have received be required to take any such advice action or concurrence exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Collateral Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of except the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing required to take any such action. The action which exposes the Depositary Agent to personal liability or which is contrary to this Agreement, any other Financing Document or any Legal Requirement) and shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement hereunder in accordance with the instructions of the Collateral Agent. The Depositary Agent shall not be deemed to have knowledge or notice of the occurrence of any Issuer Inchoate Default, Issuer Event of Default, Project Event of Default or Project Inchoate Default unless a request Responsible Officer of the Depositary Agent has received a written notice from the Collateral Agent or one a Financing Party, referring to this Agreement, describing such Issuer Inchoate Default, Issuer Event of Default, Project Event of Default or more Project Inchoate Default and indicating that such written notice is a 31 <PAGE> notice of default. In addition, the Depositary Agent may conclusively rely, as to the correctness of the mathematical calculations and any dollar amounts set forth in any Disbursement Request or contained in any other Secured Partiesinstructions, directions and certificates, and need not confirm or investigate the accuracy of such request and any action taken mathematical calculations, dollar amounts or failure to act pursuant thereto shall be binding upon the Secured Partiesother facts stated therein.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into certificate, Officer's Certificate of the facts or matters stated in any certificate of Holdings or the Collateral AgentPartnership, or any other Independent Engineer's Certificate, notice or other document (including any electronic transmissionelectric mail, cable, telegram telegram, telecopy or telecopytelex) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s 's willful misconduct or gross negligence, as . The Depositary Agent's duties and responsibilities hereunder are entirely administrative and not discretionary and are to be determined by the final judgment of a court of competent jurisdiction, no longer subject only with reference to appeal or reviewthis Depositary Agreement and applicable law. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments payment to the Collateral Agent Secured Parties only as set forth herein herein. As to any matters not expressly provided for by this Depositary Agreement, the Depositary Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon the instructions of the Collateral Agent and (ii) shall in all such cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall be fully justified acting, or in failing refraining from acting, hereunder in accordance with or refusing pursuant to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this AgreementDepositary Agreement or the instructions of the Collateral Agent, (b) if and such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence instructions of the Collateral Agent as it deems appropriate and any action taken or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended failure to act pursuant thereto shall be an action binding on all of the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionParties. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement in accordance with a request of the Collateral Agent or one or more other Secured PartiesAgent, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Collateral Agent and the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any written direction, instruction or certificate of Holdings the Borrower, the Collateral Agent or the Collateral Agent, Administrative Agent or any other notice or other document (including including, without limitation, any electronic Withdrawal Certificate and any facsimile transmission, cableelectronic message, telegram Internet or telecopyintranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final non-appealable judgment of a court of competent jurisdiction, no longer subject . The Depositary Agent shall not be required to appeal ascertain or reviewinquire as to the performance by the Borrower of any of its obligations under this Agreement or any other Financing Document or any other document or agreement contemplated hereby or thereby. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent Secured Parties only as set forth herein herein, and, in respect of any such payments, the Depositary Agent shall have no responsibility for determining compliance of such payments with any provisions of the Financing Agreement or any other document or agreement contemplated hereby or thereby or for calculating the amounts of such payments (it being understood and (ii) agreed that the Depositary Agent shall in all cases be fully protected in acting Withdrawal Certificateentitled to rely on written instructions specifying payment amounts without further inquiry). The Depositary Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and Agreement, it shall not have received any such advice or concurrence of the Collateral Agent or the Administrative Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Financing Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a written request of the Collateral Agent or one or more other Secured Partiesthe Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate of Holdings the Company or the Collateral AgentTrustee, or any other notice or other document (including any electronic transmission, cable, telegram or telecopy) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent Trustee only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificateherein. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority Government Rule or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and it shall not have received any such advice or concurrence of the Collateral Agent Trustee as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral AgentTrustee), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent Trustee (in its individual capacity) or any other agent or trustee under any of the Loan Secured Debt Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Collateral Agent Trustee or one or more other Secured Parties, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any Certificate of Authorization of the Company, Trustee's certificate of Holdings or the Collateral Agent, or any other certificate, notice or other document (including any electronic transmission, cable, telegram telegram, telecopy or telecopytelex) reasonably believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s 's willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent disbursements only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificateherein. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Depositary Agreement (ai) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Depositary Agreement, (bii) if such action is not specifically provided for in this Agreement Depositary Agreement, and it shall not have received any such advice or concurrence of the Collateral Agent Trustee or the Company, as applicable, as it deems appropriate or (ciii) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Depositary Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral AgentTrustee), it shall not first be indemnified to its satisfaction by the Secured Parties holders of the Notes (other than the Collateral Agent Trustee (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) ), as applicable, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement in accordance with a request of the Collateral Trustee (to the extent that the Trustee is expressly authorized to direct the Depositary Agent to take or one or more other Secured Partiesrefrain from taking such action), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Partiesholders of the Notes.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate, officer's certificate of Holdings the Funding Corporation or the Guarantors, Independent Engineer's certificate, Collateral Agent, 's certificate or any other notice or other document (including any electronic transmission, cable, telegram telegram, telecopy or telecopytelex) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s 's willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent Secured Parties only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificateherein. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Depositary Agreement or the Intercreditor Agreement (ai) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Depositary Agreement or the Intercreditor Agreement, (bii) if such action is not specifically provided for in this Depositary Agreement and or the Intercreditor Agreement, it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate appropriate, or (ciii) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Depositary Agreement or the Intercreditor Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Trustee (in its individual capacity) or the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Financing Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement or the Intercreditor Agreement in accordance with a request of the Collateral Agent (to the extent that the Collateral Agent is expressly authorized to direct the Depositary Agent to take or one or more other Secured Partiesrefrain from taking such action), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any written direction, instruction or certificate of Holdings Borrower, Administrative Agent, Collateral Agent or the Collateral Agent, Independent Engineer or any other notice or other document (including any electronic transmission, cable, telegram or telecopy) reasonably believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement statements of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s gross negligence or willful misconduct or gross negligencemisconduct, as determined by the in a final non-appealable judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall not be required to make payments ascertain or inquire as to the Collateral performance by Borrower of any of its obligations under this Agreement or any other Operative Document or any other document or agreement contemplated hereby or thereby. Depositary Agent only as set forth shall have no obligation to request the deposit of any funds referenced herein and (ii) into the Depositary Accounts. Depositary Agent shall in all cases have no responsibility or liability to review, verify and/or confirm any receipts, invoices, calculations or other documentation that accompanies any of the certificates required to be fully protected in acting Withdrawal Certificatedelivered to Depositary Agent herein. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement and Agreement, it shall not have received any such advice or concurrence of the Administrative Agent or Collateral Agent as it deems appropriate and shall so request, or (c) if, in connection with the taking of any such action action, that would constitute an exercise of remedies under this Agreement (whether such action that is or is intended to be an action of the Depositary Agent or the Collateral Agent)not specifically provided for in this Agreement, it shall not first be indemnified to its reasonable satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense (including the fees and expenses of its counsel) which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the a Collateral Agent or Administrative Agent or one or more other Secured PartiesParties (to the extent such other Secured Parties are authorized pursuant to the Loan Documents to direct Depositary Agent to take or refrain from taking any action), and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Secured Parties.

Reliance by Depositary Agent. The Depositary Agent shall be fully entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any certificate of Holdings or the Collateral Agentcertificate, or any other notice notice, resolution, statement, instrument, opinion, report, request, consent, order, approval or other paper or document (including any electronic transmission, cable, telegram or telecopyfacsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement statements of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall not be fully justified bound to make any investigation into the facts or matters stated in failing any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or refusing other paper or document. Whenever in the administration of the provisions of this Agreement the Depositary Agent shall deem it necessary or desirable that a matter be proved or established prior to take taking or suffering any action under this Agreement to be taken hereunder, such matter (aunless other evidence in respect thereof be herein specifically prescribed) if such action wouldmay, in the reasonable opinion absence of gross negligence or bad faith on the part of the Depositary Agent, be contrary deemed to be conclusively proved and established by a certificate signed by a Responsible Officer of any Financing Party or the Collateral Agent, and delivered to the Depositary Agent and such certificate, in the absence of gross negligence or bad faith on the part of the Depositary Agent, shall be full warrant to the Depositary Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. As to any applicable law or rule of any Governmental Authority or the terms of other matters not expressly provided for by this Agreement, (b) if such action is not specifically provided for in this Agreement and it the Depositary Agent shall not have received be required to take any such advice action or concurrence exercise any discretion, but shall be required to act or to refrain from acting upon instructions of the Collateral Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement (whether such action is or is intended to be an action of except the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing required to take any such action. The action which exposes the Depositary Agent to personal liability or which is contrary to this Agreement, any other Financing Document or any Legal Requirement) and shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement hereunder in accordance with the instructions of the Collateral Agent. The Depositary Agent shall not be deemed to have knowledge or notice of the occurrence of any Issuer Inchoate Default, Issuer Event of Default, Project Event of Default or Project Inchoate Default unless a request Responsible Officer of the Depositary Agent has received a written notice from the Collateral Agent or one a Financing Party, referring to this Agreement, describing such Issuer Inchoate Default, Issuer Event of Default, Project Event of Default or more Project Inchoate Default and indicating that such written notice is a notice of default. In addition, the Depositary Agent may conclusively rely, as to the correctness of the mathematical calculations and any dollar amounts set forth in any Disbursement Request or contained in any other Secured Partiesinstructions, directions and certificates, and need not confirm or investigate the accuracy of such request and any action taken mathematical calculations, dollar amounts or failure to act pursuant thereto shall be binding upon the Secured Partiesother facts stated therein.

Reliance by Depositary Agent. The Depositary Agent shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts Officer’s Certificate or matters stated in any officer’s certificate of Holdings or an Authorized Officer of the Collateral Agent, the Administrative Agent or any other certificate, notice or other document (including any electronic transmission, cable, telegram telegram, telecopy or telecopytelex) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statement of legal counsel, independent accountants and other experts selected by the Depositary Agent and shall have no liability for its actions taken thereupon, unless due to the Depositary Agent’s willful misconduct or gross negligence, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Without limiting the foregoing, (i) the Depositary Agent shall be required to make payments to the Collateral Agent only as set forth herein and (ii) shall in all cases be fully protected in acting Withdrawal Certificate. The Depositary Agent shall be fully justified in failing or refusing to take any action under this Account Agreement (a) if such action would, in the reasonable opinion of the Depositary Agent, be contrary to any applicable law or rule of any Governmental Authority Law or the terms of this Account Agreement, (b) if such action is not specifically provided for in this Account Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Account Agreement (whether such action is or is intended to be an action of the Depositary Agent or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Loan Documents (in their respective individual capacities)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Depositary Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Account Agreement in accordance with a request of the Collateral Agent (to the extent that the Collateral Agent is expressly authorized to direct the Depositary Agent to take or one refrain from taking such action) or more other Secured Partiesthe Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. In the event that the Depositary Agent is required to perform any action on a particular date only following the delivery of an Officer’s Certificate or other document, the Depositary Agent shall be fully justified in failing to perform such action if it has not first received such Officer’s Certificate or other document and shall be fully justified in continuing to fail to perform such action until such time as it has received such Officer’s Certificate or other document.