Common use of Reliance by Closed-End Collateral Agent Clause in Contracts

Reliance by Closed-End Collateral Agent. (a) Whenever in the administration of this Collateral Agency Agreement the Closed-End Collateral Agent shall deem it necessary or desirable that a matter with respect to the Borrower be proved or established in connection with the taking, suffering or omitting of any action hereunder by the Closed-End Collateral Agent, unless otherwise specifically provided herein, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided or established by an Officer’s Certificate of the Borrower delivered to the Closed-End Collateral Agent (a copy of which Officer’s Certificate the Borrower shall deliver to each Secured Party (or, in the case of the Warehouse Facility Secured Parties, the Deal Agent on their behalf)), and such Officer’s Certificate may be conclusively relied upon by the Closed-End Collateral Agent and shall constitute a full warranty to the Closed-End Collateral Agent for any action taken, suffered or omitted in reliance thereon unless (i) the Closed-End Collateral Agent shall have actual knowledge of an inaccuracy therein or (ii) any Secured Party (or, in the case of a Warehouse Facility Secured Party, the Deal Agent on its behalf) shall provide contrary information in writing to the Closed-End Collateral Agent with respect to such matter, in which case, unless such Secured Party and the Borrower can reach agreement on such issue within a period of ten Business Days from the time an Officer’s Certificate is submitted, the Closed-End Collateral Agent shall appoint an independent arbitrator (who shall be acceptable to the Borrower and such Secured Parties, and whose fees and/or expenses shall be paid by the Borrower) to resolve the dispute; provided, however, that, the Closed-End Collateral Agent shall have no responsibility to take any action until such matter is resolved.