Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or facsimile message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the First Mortgage Bond Documents unless it shall first receive such advice or concurrence of the Required Holders and it shall first be indemnified to its reasonable satisfaction by the holders against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, in all cases, shall be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is in accordance with the provisions hereof, and any action taken or failure to act pursuant hereto shall be binding upon all the holders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Companyany Credit Party), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Operative Document unless it shall first receive such advice or concurrence of the Required Holders and Purchasers as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Purchasers against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Operative Document in accordance with a request or consent of the provisions hereof, Purchasers and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersPurchasers.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or facsimile teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the First Mortgage Bond Documents any Security Document unless it shall first receive such advice or concurrence of the Required Holders Majority Creditors as is contemplated by Section 5 hereof and it shall first be indemnified to its reasonable satisfaction by the holders Creditors against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Security Documents if such acting or refraining from acting is in accordance with the provisions of Section 5.6 hereof and in accordance with written instructions of the Majority Creditors pursuant to Section 5.3 hereof, and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersCreditors and all future holders of the Senior Secured Obligations.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyCompany or the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Holders and Majority Buyers as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Buyers against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Buyers and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersBuyers. “Majority Buyers” means at any time a Buyer or Buyers then holding in excess of 50% of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyBorrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Loan Document unless it shall first receive such advice or concurrence of the Required Holders and all Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Lenders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Loan Document in accordance with the provisions hereof, a request or consent of all Lenders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersLenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyCompany or any Grantor), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Majority Holders and as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Holders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Holders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersHolders. “Majority Holders” means at any time a Holder or Holders then holding in excess of 50% of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyCompany or any Grantor), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Security Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Majority Holders and as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Noteholders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Security Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Holders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersNoteholders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Companyany Credit Party), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Operative Document unless it shall first receive such advice or concurrence of the Required Majority Holders and as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Holders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Operative Document in accordance with a request or consent of the provisions hereof, Majority Holders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersHolders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or facsimile teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the CompanyMaker), independent accountants and other experts selected by the Collateral AgentAgent with reasonable care. The Collateral Agent shall be fully justified in failing or refusing to take action under this Pledge Agreement or the First Mortgage Bond Documents unless it shall first receive such advice or concurrence of the Required Holders Requisite Payees as is contemplated by Section 13 hereof and it shall first be indemnified to its reasonable satisfaction by the holders Payees against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, in all cases, shall be fully protected in acting, or in refraining from acting, under this Pledge Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is in accordance with the provisions hereof, of Section 13 hereof and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersPayees.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyCompany or the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Holders and Majority Buyers as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Buyers against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Buyers and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersBuyers. “Majority Buyers” means at any time a Buyer or Buyers then holding in excess of 50%of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or facsimile teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the CompanyBorrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement or the First Mortgage Bond Security Documents unless it shall first receive such advice or concurrence of the Required Holders Majority Creditors as is contemplated by Section 5 hereof and it shall first be indemnified to its reasonable satisfaction by the holders Creditors against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Security Documents if such acting or refraining from acting is in accordance with the provisions of Section 5.5 hereof and in accordance with written instructions of the Majority Creditors pursuant to Section 5.3 hereof, and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersCreditors and all future holders of the Senior Secured Obligations.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or facsimile teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the CompanyMaker), independent accountants and other experts selected by the Collateral AgentAgent with reasonable care. The Collateral Agent shall be fully justified in failing or refusing to take action under this Security Agreement or the First Mortgage Bond Documents unless it shall first receive such advice or concurrence of the Required Holders Requisite Payees as is contemplated by Section 16 hereof and it shall first be indemnified to its reasonable satisfaction by the holders Payees against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, in all cases, shall be fully protected in acting, or in refraining from acting, under this Security Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is in accordance with the provisions hereof, of Section 16 hereof and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersPayees.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Companyany Credit Party), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Collateral Document unless it shall first receive such advice or concurrence of the Required Holders and Majority Secured Creditors (or such greater number of Secured Creditors as may be expressly required hereby in any instance or, if permitted by Section 3.2(a), the Minority Creditor Group) as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Secured Creditors against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any Collateral Document in accordance with a request or consent of the provisions hereofMajority Secured Creditors (or such greater number of Secured Creditors as may be expressly required hereby in any instance or, if permitted by Section 3.2(a), the Minority Creditor Group) and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersSecured Creditors.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyBorrower or any Grantor), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Majority Holders and as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Holders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Holders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersHolders. “Majority Holders” means at any time a Holder or Holders then holding in excess of 50% of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyGrantor or any Grantor), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Transaction Document unless it shall first receive such advice or concurrence of the Required Majority Holders and as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Holders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Transaction Document in accordance with a request or consent of the provisions hereof, Majority Holders and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersHolders. “Majority Holders” means at any time a Holder or Holders then holding in excess of 50% of the then aggregate unpaid principal amount of the Notes.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Collateral Document unless it shall first receive such advice or concurrence of the Required Holders and Secured Parties as it shall first be indemnified deems appropriate and, if it so requests, confirmation from the Secured Parties of their obligation to its reasonable satisfaction by indemnify the holders Collateral Agent against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any Collateral Document in accordance with a request or consent of the provisions hereof, Required Secured Parties and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holderseach Secured Party.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or facsimile teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon (ii) advice and statements of legal counsel (including, without limitation, counsel to the CompanyCorporation), independent accountants and other experts selected by the Collateral AgentAgent with reasonable care. The Collateral Agent shall be fully justified in failing or refusing to take action under this Agreement Section 6 or the First Mortgage Bond Security Documents unless it shall first receive such advice or concurrence of the Required Holders Majority Lenders as is contemplated by Section 6.4 hereof and it shall first be indemnified to its reasonable satisfaction by the holders Lenders against any and all liability and expense which may be incurred by it by reason of taking, continuing to take or refraining from taking any such action. The Collateral Agent, in all cases, shall be fully protected in acting, or in refraining from acting, under this Agreement Section 6 and the First Mortgage Bond Security Documents if such acting or refraining from acting is in accordance with the provisions hereof, of Section 6.4 hereof and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersLenders.

Reliance by Collateral Agent. (a) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or facsimile teletype message, statement, order or other document or conversation believed by it him to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents unless it he shall first receive such legal advice or the concurrence by the consent of the Required Holders and it Noteholders as he deems appropriate or he shall first be indemnified or receive security to its reasonable his satisfaction by the holders Noteholders against any and all liability and expense which that may be incurred by it him by reason of taking, taking or continuing to take or refraining from taking any such action. The rights, privileges, protections and benefits given to the Collateral AgentAgent including his rights to be indemnified, in all casesare extended to, and shall be fully protected in actingenforceable by the Collateral Agent and to each agent, or in refraining from acting, under this Agreement custodian and other persons employed by the First Mortgage Bond Documents if such acting or refraining from acting is Collateral Agent in accordance with the provisions hereof, and any action taken or failure herewith to act pursuant hereto shall be binding upon all the holdershereunder.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyBorrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement any Loan Document (a) if such action would, in the opinion of Collateral Agent, be contrary to law or any Financing Document, (b) if such action would, in the First Mortgage Bond Documents unless it opinion of Collateral Agent, expose Collateral Agent to any potential liability under any law, statute or regulation or (c) if Collateral Agent shall not first receive have received such advice or concurrence of the Required Holders and all Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Lenders against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Loan Document in accordance with the provisions hereof, a request or consent of all Lenders (or Required Lenders where authorized herein) and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersLenders.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyBorrower or counsel to the Lender), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Loan Document unless it first shall first receive such advice or concurrence of the Required Holders Lender as it deems appropriate and until such instructions are received, the Collateral Agent shall act, or refrain from acting, as it deems advisable. If the Collateral Agent so requests, it first shall first be indemnified to its reasonable satisfaction by the holders Lender against any and all liability and expense which that may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent in all cases, cases shall be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Loan Document in accordance with a request or consent of the provisions hereof, Lender and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all the holdersLender.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, telefacsimile or other electronic method of transmission, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the CompanyIssuer or counsel to any Purchaser), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any other Loan Document unless it Collateral Agent shall first receive such advice or concurrence of the Required Holders Purchasers as it deems appropriate and until such instructions are received, Collateral Agent shall act, or refrain from acting, as it deems advisable. If Collateral Agent so requests, it shall first be indemnified to its reasonable satisfaction by the holders Purchasers against any and all liability and expense which that may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Loan Document in accordance with a request or consent of the provisions hereof, requisite Purchasers and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all of the holdersPurchasers.

Reliance by Collateral Agent. (a) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Companyany Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Loan Document unless it shall first receive such advice or concurrence of the Required Holders and Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Investors against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall cases be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is any other Loan Document in accordance with a request or consent of the provisions hereofRequired Investors or all Investors, if required hereunder, and such request and any action taken or failure to act pursuant hereto thereto shall be binding upon all Investors and participants. Where this Agreement expressly permits or prohibits an action unless the holdersRequired Investors otherwise determine, the Collateral Agent shall, and in all other instances, the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Investors.

Reliance by Collateral Agent. The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or facsimile telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Companyany Credit Party), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents any Collateral Document unless it shall first receive such advice or concurrence of the Required Holders and Majority Secured Creditors (or such greater number of Secured Creditors as may be expressly required hereby in any instance or, if permitted by Section 3.2(a), the Minority Creditor Group) as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the holders Secured Creditors against any and all liability and expense which may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The Collateral Agent, Agent shall in all cases, shall be fully protected in acting, or in refraining from acting, under this Agreement and the First Mortgage Bond Documents if such acting or refraining from acting is in accordance with the provisions hereof, and any action taken or failure to act pursuant hereto shall be binding upon all the holders.cases be

Reliance by Collateral Agent. (a) The Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or facsimile teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or the First Mortgage Bond Documents unless it shall first receive such legal advice or the concurrence by the consent of the Required Holders and Noteholders as it deems appropriate or it shall first be indemnified or receive security to its reasonable satisfaction by the holders Noteholders against any and all liability and expense which that may be incurred by it by reason of taking, taking or continuing to take or refraining from taking any such action. The rights, privileges, protections and benefits given to the Collateral AgentAgent including its rights to be indemnified, in all casesare extended to, and shall be fully protected in actingenforceable by the Collateral Agent and to each agent, or in refraining from acting, under this Agreement custodian and other persons employed by the First Mortgage Bond Documents if such acting or refraining from acting is Collateral Agent in accordance with the provisions hereof, and any action taken or failure herewith to act pursuant hereto shall be binding upon all the holdershereunder.