Common use of Reliance by Depositary Bank Clause in Contracts

Reliance by Depositary Bank. The Depositary Bank 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 or any other notice or other document 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, and shall have no liability for its actions taken, suffered or omitted in good faith reliance thereon. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would be contrary to applicable Law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement, or (c) if the taking of any such action could expose it to potential liability (whether such action is or is intended to be an action of the Depositary Bank or the Lenders), it shall not first be indemnified to its satisfaction by the Borrower or the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing Documents, and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing Document.

Reliance by Depositary Bank. The Depositary Bank 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 the Issuer, the Subsidiary Guarantor, any Additional Guarantor or the Collateral Agent or any other notice or other document (including any cable, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank's willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement or the Indenture (ai) if such action would would, in the reasonable opinion of the Depositary Bank, be contrary to applicable Applicable Law or the terms of this AgreementAgreement or the Indenture, (bii) if such action is not specifically provided for in this AgreementAgreement or the Indenture, it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (ciii) if if, in connection with the taking of any such action could expose it to potential liability that would constitute an exercise of remedies under this Agreement or the Indenture (whether such action is or is intended to be an action of the Depositary Bank or the LendersCollateral Agent), it shall not first be indemnified to its satisfaction by the Borrower Secured Parties (other than the Bond Trustee (in its individual capacity) or the Lenders Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Finance 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. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing Documents, and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm in all cases be fully protected in acting, or in refraining from acting, under this Agreement or the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing Document.Indenture in

Reliance by Depositary Bank. The Depositary Bank 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 certificate, or any other notice or other document (including any cable, email, facsimile, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts (who may be consulted at the reasonable expense of the Borrower in connection with the performance of Depositary Bank’s obligations under this Agreement) selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank’s willful misconduct or omitted in good faith reliance thereongross negligence as determined by a final judgment of a court of competent jurisdiction. Without limiting the foregoing, the Depositary Bank shall be required to make payments to or at the direction of the Collateral Agent and or, subject to Section 2.6(i), the Administrative Agent for the benefit of the Secured Parties Borrower only as set forth herein. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (i) if such action would, in the reasonable opinion of the Depositary Bank, be contrary to applicable law or the terms of this Agreement, (ii) if such action is not specifically provided for in this Agreement, it shall not have received any such advice or concurrence of the Collateral Agent or the Credit Agreement Administrative Agent as it deems appropriate or (iii) if the taking of any such action could expose it to potential liability (whether such action is or is intended to be an action of the Depositary Bank, the Borrower or the Collateral Agent), it shall not first be indemnified to its satisfaction by the Borrower or by the Collateral Agent or by any First Lien Secured Parties, 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 Bank 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 the Credit Agreement Administrative AgentAgent or, subject to Section 2.6(i), the Borrower, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the First Lien Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would be contrary to applicable Law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement, or (c) if the taking of any such action could expose it to potential liability (whether such action is or is intended to be an action of the Depositary Bank or the Lenders), it shall not first be indemnified to its satisfaction by the Borrower or the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any the First Lien Secured PartyParties, (i) notice of the amount of outstanding Indebtedness First Lien Obligations owed by the Borrower any Credit Party to any First Lien Secured Party under the Financing Documents, Secured Credit Documents and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction may obtain confirmation of any conditions precedent transfer or withdrawal instruction or entitlement order by telephone call-back to the making of any payments required hereunder person or persons designated for verifying such requests (other such person verifying the request shall be different than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall person initiating the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing Documentrequest).

Reliance by Depositary Bank. The Depositary Bank shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any Officer's Certificate of CE Generation, Collateral Agent's certificate or any other certificate, notice or other document (including any cable, telegram, telecopy or telex) 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 or statement statements of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank's willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement or any other Financing Document (ai) if such action would would, in the reasonable opinion of the Depositary Bank, be contrary to applicable Applicable Law or the terms of this AgreementAgreement or, subject to Section 2.1(d), any other Financing Document, (bii) if such action is not specifically provided for in this AgreementAgreement or any other Financing Document, it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (ciii) if if, in connection with the taking of any such action could expose it to potential liability that would constitute an exercise of remedies under this Agreement or any other Financing Document (whether such action is or is intended to be an action of the Depositary Bank or the LendersCollateral Agent), it shall not first be indemnified to its satisfaction by the Borrower Secured Parties (other than the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Lenders 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. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing Documents, and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request of the Collateral Agent, and such request and any action taken or failure to confirm act pursuant thereto shall be binding upon all of the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing DocumentSecured Parties.

Reliance by Depositary Bank. The Depositary Bank 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 any Trinidad Finance Party, the Independent Engineer, the Collateral Agent or any other notice or other document (including any cable, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank's willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (ai) if such action would would, in the reasonable opinion of the Depositary Bank, be contrary to applicable Applicable Law or the terms of this Agreement or the Intercreditor Agreement, (bii) if such action is not specifically provided for in this Agreement, Agreement or the Intercreditor Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (ciii) if if, in connection with the taking of any such action could expose it to potential liability that would constitute an exercise of remedies under this Agreement or the Intercreditor Agreement (whether such action is or is intended to be an action of the Depositary Bank or the LendersCollateral Agent), it shall not first be indemnified to its satisfaction by the Borrower Secured Parties (other than the Bond Trustee (in its individual capacity) or the Lenders Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Finance 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. Upon The Depositary Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or the Intercreditor Agreement in accordance with a request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing DocumentsTrinidad Finance Parties, and (ii) such request and any other information that action taken or failure to act pursuant thereto shall be binding upon all the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing DocumentSecured Parties.

Reliance by Depositary Bank. The Depositary Bank 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 any U.S. Guarantor, the Independent Engineer, the Collateral Agent or any other notice or other document (including any cable, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank's willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (ai) if such action would would, in the reasonable opinion of the Depositary Bank, be contrary to applicable Applicable Law or the terms of this Agreement or the Intercreditor Agreement, (bii) if such action is not specifically provided for in this Agreement, Agreement or the Intercreditor Agreement and it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (ciii) if if, in connection with the taking of any such action could expose it to potential liability that would constitute an exercise of remedies under this Agreement or the Intercreditor Agreement (whether such action is or is intended to be an action of the Depositary Bank or the LendersCollateral Agent), it shall not first be indemnified to its satisfaction by the Borrower Secured Parties (other than the Bond Trustee (in its individual capacity) or the Lenders Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Finance 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. Upon The Depositary Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or the Intercreditor Agreement in accordance with a request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing DocumentsU.S. Guarantor, and (ii) such request and any other information that action taken or failure to act pursuant thereto shall be binding upon all the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing DocumentSecured Parties.

Reliance by Depositary Bank. The Depositary Bank shall be entitled to conclusively rely upon and shall not be bound to make any investigation into the facts or matters stated in any notice from the Revolving Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent or any holder of any of the Revolving Secured Obligations, Term Loan Secured Obligations, Subordinated Secured Obligations, Convertible Secured Obligations or the Other Secured Obligations, Officer’s Certificate of any of the Company or Guarantors, Collateral Agent’s certificate or any other notice or other document (including any cable, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank’s willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties only as set forth herein. The Depositary Bank 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 the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured PartiesAgreement. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (ai) if such action would would, in the reasonable opinion of the Depositary Bank, be contrary to applicable Law or the terms of this Agreement, (bii) if such action is not specifically provided for in this Agreement, it shall not have received any such advice or concurrence of the Collateral Agent as it deems appropriate or (ciii) if the taking of any such action could expose it to potential liability (whether such action is or is intended to be an action of the Depositary Bank or the LendersCollateral Agent), it shall not first be indemnified to its satisfaction by the Borrower Secured Parties (other the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Lenders Transaction 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 Bank 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, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower Company or any of the Guarantors to any Secured Party under the Financing DocumentsRevolving Credit Agreement, the Term Loan Credit Agreement or any agreement evidencing, creating or documenting any Revolving Hedging Obligation or other Revolving Secured Obligation, Term Loan Secured Obligation, Subordinated Secured Obligation, Convertible Secured Obligation or Other Secured Obligation or the Transaction Documents and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing Document.

Reliance by Depositary Bank. The Depositary Bank 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 the Partnership, the Trustee's or any other notice or other document (including any cable, telegram, telecopy or telex) 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 or statement of legal counsel, independent accountants and other experts selected by the Depositary Bank, Bank and shall have no liability for its actions takentaken thereupon, suffered unless due to the Depositary Bank's willful misconduct or omitted in good faith reliance thereongross negligence. Without limiting the foregoing, the Depositary Bank shall be required to make payments to the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties Holders only as set forth herein. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Indenture (i) if such action would, in the reasonable opinion of the Depositary Bank, be contrary to Applicable Law or the terms of this Indenture, (ii) if such action is not specifically provided for in this Indenture, it shall not have received any such advice or concurrence of the Trustee as it deems appropriate or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Indenture (whether such action is or is intended to be an action of the Depositary Bank or the Trustee), it shall not first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by reason of taking or continuing to take any such action. The Depositary Bank shall in all cases be fully protected in actingaction, or in refraining from acting, under this Agreement Indenture in accordance with a request of the Collateral Agent or the Administrative AgentTrustee, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties. The Depositary Bank shall be fully justified in failing or refusing to take any action under this Agreement (a) if such action would be contrary to applicable Law or the terms of this Agreement, (b) if such action is not specifically provided for in this Agreement, or (c) if the taking of any such action could expose it to potential liability (whether such action is or is intended to be an action of the Depositary Bank or the Lenders), it shall not first be indemnified to its satisfaction by the Borrower or the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Upon request by the Depositary Bank, each of the Collateral Agent and the Administrative Agent agrees to provide to the extent available, or to request from any Secured Party, (i) notice of the amount of outstanding Indebtedness owed by the Borrower to any Secured Party under the Financing Documents, and (ii) any other information that the Depositary Bank may reasonably request in connection with the performance of its responsibilities hereunder. The Depositary Bank shall have no responsibility to confirm the satisfaction of any conditions precedent to the making of any payments required hereunder (other than to confirm it has received any direction expressly required by the terms of this Agreement) nor shall the Depositary Bank have any responsibility to confirm whether the making of any payments hereunder will cause the occurrence of a Default or Event of Default under any Financing DocumentHolders.