Reliance by Facility Agent. The Facility Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or 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 counsel to each of the Lenders), Independent Accountants and other experts selected by the Facility Agent. The Facility Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Lenders, as it deems appropriate, or it shall first be indemnified to its satisfaction by the Lenders, against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all current and future Lenders.
Reliance by Facility Agent. The Facility Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Facility Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of the Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Facility Agent may presume that such condition is satisfactory to such Lender unless the Facility Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Facility Agent may consult with legal counsel (who may be counsel for any Transaction Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Reliance by Facility Agent. The Facility Agent shall be entitled to rely upon any certification, notice, instrument, writing, or other communication (including, without limitation, any thereof by telephone or facsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for any ACS Group Member), independent accountants, and other experts selected by the Facility Agent. As to any matters not expressly provided for by the Related Documents, the Facility Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Facility Agent shall not be required to take any action that exposes the Facility Agent to personal liability or that is contrary to any Related Document or applicable law or unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking any such action.
Reliance by Facility Agent. In considering at any time (and from time to time) the persons entitled to the benefit of any of the Secured Obligations, the Facility Agent may:
22.10.1 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution and the Commitment of that Bank for all purposes of this Agreement unless and until a Transfer Certificate relating to that Bank’s Contribution and/or that Bank’s Commitment or any part thereof shall have been filed with the Facility Agent, and (ii) the office set out opposite the name of each Bank in schedule 1, or, as the case may be, specified in the relevant Transfer Certificate, as that Bank’s lending office unless and until a written notice of change of lending office shall have been received by the Facility Agent, whereupon the Facility Agent may act upon that notice unless and until it is superseded by a further notice; and
22.10.2 (without prejudice to clause 22.8.2) to the extent that that information is not inconsistent with the notices referred to in paragraph (ii) of clause 22.10.1 above, rely and act in reliance on any information provided to the Facility Agent pursuant to clause 22.11, and the Facility Agent shall have no liability or responsibility to any person as a consequence of relying and acting in reliance on that information unless the Facility Agent has actual knowledge that that information is inaccurate or incorrect.
Reliance by Facility Agent. The Facility Agent may: (a) assume that: (i) any representation made by any person (other than the Facility Agent) in connection herewith or with any other Operative Document is true; (ii) no Borrower or Lessee is in breach of or in default under its obligations under any other Operative Document to which it is a party; and (iii) any right, power, authority or discretion vested herein upon Majority Lenders, the Lenders or any other person or group of persons has not been exercised, unless it has, in its capacity as Facility Agent, actual knowledge or actual notice to the contrary; (b) assume that the Lending Office of each Lender is that identified below its signature hereto until it has received from such Lender a notice designating some other office of such Lender to replace its Lending Office, or in the case of Ex-Im Bank after a transfer pursuant 18 <PAGE> [Loan Agreement] to the Ex-Im Bank Guarantee, a notice as set forth in the Ex-Im Bank Guarantee, and act upon any such notice until the same is superseded by a further such notice; (c) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it (in its reasonable judgment) seem necessary, expedient or desirable and rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any party to the Operative Documents upon a certificate signed by or on behalf of such party; (e) rely upon any communication or document believed by it to be genuine; (f) subject to the provisions of the Security Documents and the Ex-Im Bank Guarantee, refrain from exercising any right, power or discretion vested in it as Facility Agent hereunder unless and until instructed by the Majority Lenders (or other percentage of Lenders as may be specified herein) as to whether or not such right power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
Reliance by Facility Agent. Facility Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document, other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to Customer), independent accountants and other experts selected by Facility Agent. Facility Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such advice or concurrence of the Purchasers, and assurance of its indemnification, as it deems appropriate.
Reliance by Facility Agent. The Facility Agent shall be entitled to rely upon any certification, notice, instrument, writing, or other communication (including, without limitation, any thereof by telephone or facsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Facility Agent. As to any matters not expressly provided for by this Agreement, the Security Agreements or the Operative Agreements, the Facility Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other instructing group of Lenders as is otherwise indicated in accordance with any provision of the Operative Agreements), as applicable, and such instructions shall be binding on all of the Lenders; provided, however, that the Facility Agent shall not be required to take any action that exposes the Facility Agent to personal liability or that is contrary to any Operative Agreement or applicable law or unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking any such action. The Facility Agent shall rely on the Register as provided in Section 8.6.
Reliance by Facility Agent. The Facility Agent shall in all cases be entitled to rely, and shall be fully protected in relying, in good faith, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or 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 each of the Lenders), independent accountants and other experts selected by the Facility Agent. The Facility Agent shall in all cases be fully justified in failing or refusing to take any action in good faith under this Agreement, any other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Committed Lenders, as it deems appropriate, or it shall first be indemnified to its satisfaction by the Required Committed Lenders against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, in good faith under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Committed Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Group Agents and the Lenders.
