Common use of Reliance by Depositary Clause in Contracts

Reliance by Depositary. The Depositary 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 of an Authorized Representative of the Company, Ormat’s certificate or any other notice or other document (including any 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 and shall have no liability for its actions taken thereupon, unless due to the Depositary’s willful misconduct, bad faith or gross negligence. Without limiting the foregoing, the Depositary shall be required to make payments to Ormat and/or the Company only as set forth herein. The Depositary 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, 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 Ormat 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 Agreement (whether such action is or is intended to be an action of the Depositary or Ormat), it shall not first be indemnified to its satisfaction by Ormat (other than Ormat (in its individual capacity)) 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Ormat, and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for the filing of any UCC-1s or UCC-3s, if necessary.

Reliance by Depositary. The Depositary 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 of an Authorized Representative written direction of the CompanyBorrower, Ormat’s certificate the Collateral Agent or the Administrative Agent, as applicable, or any other notice or other document (including any electronic transmission, ..pdf, cable, telegram, telecopy, telex or other writing) 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 and shall have no liability for its actions taken thereupon, unless due to the Depositary’s gross negligence or willful misconduct, bad faith or gross negligencemisconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, the The Depositary shall not be required to make payments ascertain or inquire as to Ormat and/or the Company only as set forth hereinperformance by any Loan Party of any of its obligations under this Agreement or any other Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall be fully justified in failing or refusing to take any action under this Agreement (ia) if such action would, in the reasonable opinion of the Depositary, be contrary to Applicable Law applicable law or the terms of this Agreement, or (iib) if such action is not specifically provided for in this Agreement, it shall not have received any such advice or concurrence of Ormat the Collateral Agent or the Administrative Agent, as applicable, 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 Agreement (whether such action is or is intended to be an action of the Depositary or Ormat), it shall not first be indemnified to its satisfaction by Ormat (other than Ormat (in its individual capacity)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionreasonably appropriate. The Depositary shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Ormatthe Collateral Agent or one or more other Secured Parties (to the extent that such other Secured Parties are authorized pursuant to this Agreement or the other Loan Documents to direct the Depositary 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 Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessarySecured Parties.

Reliance by Depositary. The Depositary 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 of an Authorized Representative a Responsible Officer of the CompanyFunding Corporation or the Guarantors, Ormat’s Independent Engineer's certificate, Trustee's certificate or any other notice or other document (including any telecopycable, 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 and statement of legal counsel, independent accountants and other experts selected by the Depositary and shall have no liability for its actions taken thereupon, unless due to the Depositary’s 's willful misconduct, bad faith misconduct or gross negligence. Without limiting the foregoing, the Depositary shall be required to make payments to Ormat and/or the Company Holders of the Senior Secured Notes and to Permitted Additional Senior Lenders only as set forth herein. The Depositary shall be fully justified in failing or refusing to take any action under this Depositary Agreement (i) if such action would, in the reasonable opinion of the Depositary, be contrary to Applicable Law applicable law or the terms of this Depositary Agreement, (ii) if such action is not specifically provided for in this Depositary Agreement, it shall not have received any such advice or concurrence of Ormat 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 Depositary Agreement (whether such action is or is intended to be an action of the Depositary or Ormatthe Trustee), it shall not first be indemnified to its satisfaction by Ormat the Holders of the Senior Secured Notes (other than Ormat the Trustee (in its individual capacity) or the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the Financing Documents (in their respective individual capacities)) and/or the Permitted Additional Senior Lenders, if any, 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement in accordance with a request of Ormatthe Trustee or a Permitted Additional Senior Lender (to the extent that the Trustee or a Permitted Additional Senior Lender is expressly authorized to direct the Depositary to take or refrain from taking such action), and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for all the filing Holders of any UCC-1s or UCC-3s, if necessarythe Senior Secured Notes and the applicable Permitted Additional Senior Lenders.

Reliance by Depositary. The Depositary 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 of an Authorized Representative a Responsible Officer of the CompanyIssuer or a Guarantor, Ormat’s Independent Engineer's certificate, Collateral Agent's certificate or any other notice or other document (including any telecopycable, 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 and statement of legal counsel, independent accountants and other experts selected by the Depositary and shall have no liability for its actions taken thereupon, unless due to the Depositary’s 's willful misconduct, bad faith misconduct or gross negligence. Without limiting the foregoing, the Depositary shall be required to make payments to Ormat and/or the Company Secured Parties only as set forth herein. The Depositary shall be fully justified in failing or refusing to take any action under this Depositary Agreement (i) if such action would, in the reasonable opinion of the Depositary, be contrary to Applicable Law applicable Government Rules or the terms of this Depositary Agreement, (ii) if such action is not specifically provided for in this Depositary Agreement, it shall not have received any such advice or concurrence of Ormat the Collateral Agent 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 Depositary Agreement (whether such action is or is intended to be an action of the Depositary or Ormatthe Collateral Agent), it shall not first be indemnified to its satisfaction by Ormat the Secured Parties (other than Ormat the Trustee (in its individual capacity) or the Collateral Agent (in its individual capacity) or any other agent or trustee under any of the 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement in accordance with a request of Ormatthe 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 Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessarySecured Parties.

Reliance by Depositary. The Depositary 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 of an Authorized Representative of the CompanyBorrower, Ormat’s certificate the Offshore Collateral Agent, the Administrative Agent or any other notice or other document (including any telecopytelecopy or electronic mail) 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 with reasonable care and shall have no liability for its actions taken thereupon, unless due to the Depositary’s willful misconduct, bad faith or gross negligence. Without limiting the foregoing, the Depositary shall be required to make payments to Ormat and/or the Company Secured Parties only as set forth herein. The Depositary shall be fully justified in failing or refusing to take any action under this Agreement (ia) if such action would, in the reasonable opinion of the Depositary, be contrary to Applicable Law applicable Government Rule or the terms of this Agreement, (iib) if such action is not specifically provided for in this Agreement, it shall not have received any such advice or concurrence of Ormat the Offshore Collateral Agent as it deems appropriate or (iiic) 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 or Ormatthe Offshore Collateral Agent), it shall not first be indemnified to its reasonable satisfaction by Ormat the Secured Parties (other than Ormat the Offshore Collateral Agent (in its individual capacity) or any other agent or trustee under any of the 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Ormatthe Offshore Collateral Agent or the Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessarySecured Parties.

Reliance by Depositary. The Depositary 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 of an Authorized Representative Officer of the Companyeither Borrower, OrmatDIP Administrative Agent’s certificate or any other notice or other document (including any 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 and shall have no liability for its actions taken thereupon, unless due to the Depositary’s willful misconduct, bad faith misconduct or gross negligence. Without limiting the foregoing, the Depositary shall be required to make payments to Ormat and/or the Company only as set forth herein. The Depositary shall be fully justified in failing or refusing to take any action under this Depositary Agreement (i) if such action would, in the reasonable opinion of the Depositary, be contrary to Applicable Law applicable law or the terms of this Depositary Agreement, (ii) if such action is not specifically provided for in this Depositary Agreement, it shall not have received any such advice or concurrence of Ormat the DIP Administrative Agent 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 Depositary Agreement (whether such action is or is intended to be an action of the Depositary or Ormatthe DIP Administrative Agent), it shall not first be indemnified to its satisfaction by Ormat (other than Ormat (in its individual capacity)) the DIP 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. The Depositary shall in all cases be fully protected in acting, or in refraining from acting, under this Depositary Agreement in accordance with a request of Ormatthe DIP Administrative Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessaryDIP Lenders.

Reliance by Depositary. The Depositary 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 of an Authorized Representative Responsible Officer of Borrower, any certificate of the CompanyAdministrative Agent, Ormat’s certificate the Collateral Agent or any other notice or other document (including any cable, telegram, telecopy, telex, or facsimile, and any document delivered or furnished by electronic communication including e-mail and Internet or intranet websites, including the Platform) 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 and shall have no liability for its actions taken thereupon, unless due to the Depositary’s bad faith, willful misconduct, bad faith misconduct or gross negligence. Without limiting the foregoingThe Depositary is entitled to rely on, with no liability for such reliance, and shall not be obligated to monitor or verify, the accuracy of any certificate or other written instruction provided to the Depositary shall be required to make payments to Ormat and/or by Borrower, any Subsidiary Party, the Company only as set forth hereinAdministrative Agent or the Collateral Agent. The Depositary 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, be contrary to Applicable Law applicable law or the terms of this Agreement, (ii) if such action is not specifically provided for in this Agreement, it *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission shall not have received any such advice or concurrence of Ormat the Collateral Agent 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 Agreement (whether such action is or is intended to be an action of the Depositary or Ormatthe Collateral Agent), it shall not first be indemnified to its satisfaction by Ormat the applicable Secured Beneficiaries (other than Ormat the Collateral Agent (in its individual capacity), or any other agent or trustee under any of the documents for the Secured Obligations (in each case, 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Ormatthe Collateral Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessarySecured Beneficiaries.

Reliance by Depositary. The Depositary 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 of an Authorized Representative Responsible Officer of Borrower, any certificate of the CompanyAdministrative Agent, Ormat’s certificate the Collateral Agent or any other notice or other document (including any cable, telegram, telecopy, telex, or facsimile, and any document delivered or furnished by electronic communication including e-mail and Internet or intranet websites, including the Platform) 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 and shall have no liability for its actions taken thereupon, unless due to the Depositary’s bad faith, willful misconduct, bad faith misconduct or gross negligence. Without limiting the foregoingThe Depositary is entitled to rely on, with no liability for such reliance, and shall not be obligated to monitor or verify, the accuracy of any certificate or other written instruction provided to the Depositary shall be required to make payments to Ormat and/or by any Borrower Entity, the Company only as set forth hereinAdministrative Agent or the Collateral Agent. The Depositary 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, be contrary to Applicable Law 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 Ormat the Collateral Agent 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 Agreement (whether such action is or is intended to be an action of the Depositary or Ormatthe Collateral Agent), it shall not first be indemnified to its satisfaction by Ormat the applicable Secured Beneficiaries (other than Ormat the Collateral Agent (in its individual capacity), or any other agent or trustee under any of the documents for the Secured Obligations (in each case, 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 shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Ormatthe Collateral Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon Ormat. The Depositary shall not be responsible for all the filing of any UCC-1s or UCC-3s, if necessarySecured Beneficiaries.