Powers and Immunities. The Depositary shall not have any duties or responsibilities except those expressly set forth in this Agreement and no implied duties or covenants shall be read against the Depositary. Notwithstanding anything to the contrary contained herein, the Depositary shall not be required to take any action which is contrary to this Agreement or Applicable Law. Neither the Depositary nor any of its Affiliates shall be responsible to Ormat for any recitals, statements, representations or warranties made by the Company contained in any Transaction Document or in any certificate or other document referred to or provided for in, or received by Ormat under, any Transaction Document for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Company to perform its obligations hereunder or thereunder. The Depositary shall not be required to ascertain or inquire as to the performance by the Company of any of its obligations under any Transaction Document or any other document or agreement contemplated hereby or thereby. The Depositary shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or under any other Security Document or (b) responsible for any action taken or omitted to be taken by it hereunder (except for its own gross negligence, bad faith or willful misconduct) or in connection with any other Security Document. Except as otherwise provided under this Agreement, the Depositary shall take action under this Agreement only as it shall be directed in writing. Whenever in the administration of this Agreement the Depositary shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Authorized Representative of the Company or Ormat, if appropriate. The Depositary shall have the right at any time to seek written instructions concerning the administration of this Agreement from Ormat, the Company or any court of competent jurisdiction. The Depositary shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its du...
Powers and Immunities. Neither Lessor nor Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Operative Document, be a trustee for any Participant or have any fiduciary duty to any Participant. Notwithstanding anything to the contrary contained herein, neither Lessor nor Agent shall be required to take any action which is contrary to this Agreement or any other Operative Document or any applicable Governmental Rule. Neither Lessor nor Agent nor any Participant shall be responsible to any Participant for any recitals, statements, representations or warranties made by Lessee or any of its Subsidiaries contained in this Agreement or in any other Operative Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Operative Document or for any failure by Lessee or any of its Subsidiaries to perform their respective obligations hereunder or thereunder. Lessor and Agent may employ agents and attorneys-in-fact and shall not be responsible to any Participant for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Lessor nor Agent nor any of their respective directors, officers, employees, agents or advisors shall be responsible to any Participant for any action taken or omitted to be taken by it or them hereunder or under any other Operative Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Lessor and Agent shall take such action with respect to the Operative Documents as shall be directed by the Required Participants.
Powers and Immunities. 43 6.03. Reliance......................................................... 44 6.04. Defaults......................................................... 44 6.05. Indemnification.................................................. 44
Powers and Immunities. 40 6.03. Reliance.............................................................................................. 40 6.04. Defaults.............................................................................................. 40 6.05. Indemnification....................................................................................... 41 6.06. Non-Reliance.......................................................................................... 41 6.07. Resignation or Removal of Agent....................................................................... 41 6.08. Authorization......................................................................................... 42 6.09. Lessor and Agent in their Individual Capacities....................................................... 42 SECTION 7.MISCELLANEOUS........................................................................................ 42 7.01. Notices............................................................................................... 42 7.02. Expenses.............................................................................................. 44 7.03. Indemnification....................................................................................... 44
Powers and Immunities. Neither Lessor nor Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Operative Document, be a trustee for any Participant or have any fiduciary duty to any Participant. Notwithstanding anything to the contrary contained herein, neither Lessor nor Agent shall be required to take any action which is contrary to this Agreement or any other Operative Document or any applicable Governmental Rule. Neither Lessor nor Agent nor any Participant shall be responsible to any Participant for any recitals, statements, representations or warranties made by Lessee or any of its Subsidiaries contained in this Agreement or in any other Operative
Powers and Immunities. Managing Member shall not have any duties or responsibilities under Section 8.6 except those expressly set forth in Section 8.6. Managing Member shall take action under Section 8.6 only upon receipt of a completed Draw Request as set forth in Section 8.6. Whenever in the administration of Section 8.6 the Managing Member shall deem it necessary or desirable that a factual matter be proved or established in connection with Managing Member taking, suffering or omitting to take any action under Section 8.6, such matter may be deemed to be conclusively proved or established by a certificate of an authorized officer of the Class B Member in the case of any action relating to a Class B Draw Request or the Class C Member in the case of any action relating to a Class C Draw Request. Managing Member shall have the right at any time to seek instructions concerning the administration of Section 8.6 from a Class Majority Vote or any court of competent jurisdiction. Managing Member shall have no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under Section 8.6. DM_US 164459608-9.107145.0012
Powers and Immunities. (a) Notwithstanding any provision to the contrary elsewhere in this Agreement or in the Transaction Documents, an Owner shall not have any duties, responsibilities or fiduciary relationship towards any Associated Owners, except those expressly set forth in this Agreement, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into this Agreement or any other Transaction Document or otherwise exist in relation to an Associated Owner, and any such implied duties that may exist under any applicable law or regulation are hereby waived by each Owner to the fullest extent permitted under such laws and regulations. (b) In relation to the Secured Obligations owed to Associated Owners, an Owner shall not be required to exercise any discretionary rights or remedies under any of the Relevant Transaction Documents or give any consent under any of the Relevant Transaction Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Relevant Transaction Documents, unless it shall have been expressly directed in writing to do so by such Associated Owners.
Powers and Immunities. 41 6.03 Reliance...........................................................41 TABLE OF CONTENTS (Continued) PAGE
Powers and Immunities. () Each Bank hereby irrevocably appoints and authorizes Fleet to serve as the Agent hereunder and to act as its agent hereunder and under the other Loan Documents in such capacity. Each Bank irrevocably authorizes the Agent to take such action on behalf of each of the Banks and to exercise all such powers as are expressly delegated to the Agent hereunder and in the other Loan Documents and all related documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement.
Powers and Immunities. The Collateral Custodian (which term as used in this sentence and in Section 7.04 and the first sentence of Section 7.05 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents):
