Common use of Reliance by Subordinated Guarantee Agent Clause in Contracts

Reliance by Subordinated Guarantee Agent. (a) Whenever in the administration of this Agreement the Subordinated Guarantee Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Subordinated Guarantee Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer of the Ultimate Parent and/or one or more Administrative Agents, as applicable, delivered to the Subordinated Guarantee Agent, and such certificate shall be full warrant to the Subordinated Guarantee Agent for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 8.5.