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. (b) The Closed-End Collateral Agent may consult with independent counsel, and any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Closed-End Collateral Agent hereunder in accordance therewith unless the Closed-End Collateral Agent shall have actual knowledge of a reason to question the validity of such opinion. The Closed-End Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. (c) The Closed-End Collateral Agent may rely and shall be fully protected in acting upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it believes in good faith to be genuine and to have been signed or presented by the proper party or parties or, in the case of cables, facsimiles and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, the Closed-End Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Closed-End Collateral Agent.