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.