Common use of Reliance by Deal Agent Clause in Contracts

Reliance by Deal Agent. (a) Whenever in the administration of this Collateral Agency Agreement the Deal 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 Deal Agent, unless otherwise specifically provided in this Collateral Agency Agreement, such matter (unless other evidence in respect of such matter be specifically prescribed in this Collateral Agency Agreement) may be deemed to be conclusively provided or established by an Officer’s Certificate of the Borrower delivered to the Deal Agent (a copy of which Officer’s Certificate the Borrower shall deliver to each Warehouse Facility Secured Party), and such Officer’s Certificate may be conclusively relied upon by the Deal Agent and shall constitute a full warranty to the Deal Agent for any action taken, suffered or omitted in reliance thereon unless (i) the Deal Agent shall have actual knowledge of an inaccuracy therein or (ii) any Warehouse Facility Secured Party shall provide contrary information in writing to the Deal Agent with respect to such matter, in which case, unless such Warehouse Facility 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 Deal Agent shall appoint an independent arbitrator (who shall be acceptable to the Borrower and such Warehouse Facility Secured Parties, and whose fees and/or expenses shall be paid by Borrower) to resolve the dispute; provided, however, that, the Deal Agent shall have no responsibility to take any action until such matter is resolved. (b) The Deal 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 Deal Agent hereunder in accordance therewith unless the Deal Agent shall have actual knowledge of a reason to question the validity of such opinion. The Deal Agent shall have the right at any time to seek instructions from any court of competent jurisdiction concerning the exercise of any rights that the Deal Agent may be deemed to have with respect to the administration of the Collateral. (c) The Deal 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 Deal 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 Deal Agent.