Common use of Collateral Trustee’s Calculations Clause in Contracts

Collateral Trustee’s Calculations. In making the determinations and allocations required by subsection 4.4, the Collateral Trustee may, unless a Responsible Collateral Trustee Officer has actual knowledge to the contrary, conclusively rely upon a certificate executed and supplied by the Indenture Trustee as to the amounts payable with respect to First Priority Obligations, all in accordance with subsection 8.2(b), and the Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided, however, that if the Indenture Trustee receives on any Distribution Date an amount pursuant to subsection 4.4 in excess of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 4.4 as a result of any such certificate overstating the amount of the First Priority Obligations the Indenture Trustee shall pay such excess to the Collateral Trustee for application in accordance with subsection 4.4 as soon as practicable after the existence of such overstatement shall have been determined. All distributions made by the Collateral Trustee pursuant to subsection 4.4 shall be (subject to any decree of any court of competent jurisdiction and to the proviso in the preceding sentence) final, and the Collateral Trustee shall have no duty to inquire as to the application by any First Priority Holder or the Indenture Trustee of any amounts distributed to them. By accepting the benefits of this Trust Agreement, the First Priority Security Documents and the First Priority Guarantees, each Secured Party and the Indenture Trustee agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.

Collateral Trustee’s Calculations. In making the determinations and allocations required by subsection 4.4, the Collateral Trustee may, unless a Responsible Collateral Trustee Officer has actual knowledge to the contrary, conclusively rely upon a certificate executed and supplied by the Indenture Trustee as to the amounts payable with respect to First Second Priority Obligations, all in accordance with subsection 8.2(b), Obligations and the Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided, however, that if the Indenture Trustee receives on any Distribution Date an amount pursuant to subsection 4.4 in excess of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 4.4 as a result of any such certificate overstating the amount of the First Second Priority Obligations the Indenture Trustee shall pay such excess to the Collateral Trustee for application in accordance with subsection 4.4 as soon as practicable after the existence of such overstatement shall have been determined. All distributions made by the Collateral Trustee pursuant to subsection 4.4 shall be (subject to any decree of any court of competent jurisdiction and to the proviso in the preceding sentence) final, and the Collateral Trustee shall have no duty to inquire as to the application by any First Second Priority Holder or the Indenture Trustee of any amounts distributed to them. By accepting the benefits of this Trust Agreement, the First Second Priority Security Documents and the First Second Priority Guarantees, each Secured Party and the Indenture Trustee agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.

Collateral Trustee’s Calculations. In making the determinations and allocations required by subsection 4.4subsections 3.4 or 3.5, the Collateral Trustee may, unless a Responsible Collateral Trustee Officer has actual knowledge to the contrary, may conclusively rely upon a certificate executed and information supplied by the Indenture Trustee First Priority Agent through the applicable Holder Representative as to the amounts payable of unpaid principal and interest and other amounts outstanding with respect to the First Priority Secured Obligations, all information supplied by the Junior Priority Agent through the applicable Holder Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Junior Priority Secured Obligations, and information supplied by the applicable Secured Party in accordance with subsection 8.2(b)respect of the relevant Secured Non-Loan Exposure as to the unpaid amount of such Secured Obligations, and the Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided, however, provided that if nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. Upon the Indenture Trustee receives on any Distribution Date an amount pursuant to subsection 4.4 in excess reasonable request of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 4.4 as a result of any such certificate overstating the amount of Collateral Trustee or, if applicable, the First Priority Obligations Agent, the Indenture Trustee First Priority Agent, the Junior Priority Agent, the applicable Holder Representative or any other Secured Party, as the case may be, shall pay such excess deliver to the Collateral Trustee or First Priority Agent a certificate (which may, for application the avoidance of doubt, be the relevant report provided to it pursuant to the underlying First Priority Debt Documents or Junior Priority Debt Documents) setting forth the information specified in accordance with this subsection 4.4 as soon as practicable after the existence of such overstatement shall have been determined3.6. All distributions made by the Collateral Trustee pursuant to subsection 4.4 3.4 shall be (subject to subsection 3.7 and to any decree of any court of competent jurisdiction and to the proviso in the preceding sentencejurisdiction) finalfinal (absent manifest error), and the Collateral Trustee shall have no duty to inquire as to the application by any First Priority Holder or the Indenture Trustee Representative in respect of any amounts distributed to them. By accepting the benefits of this Trust Agreement, the First Priority Security Documents and the First Priority Guarantees, each Secured Party and the Indenture Trustee agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.

Collateral Trustee’s Calculations. In making the determinations and allocations required by subsection 4.43.4, the Collateral Trustee may, unless a Responsible Collateral Trustee Officer has actual knowledge to the contrary, may conclusively rely upon a certificate executed and information supplied by the Indenture Trustee First Priority Agent as to the amounts payable of unpaid principal and interest and other amounts outstanding with respect to the First Priority Secured Obligations, all in accordance information supplied by the relevant Second Priority Agent as to the amounts of unpaid principal and interest and other amounts outstanding with subsection 8.2(b)respect to its respective Second Priority Secured Obligations, information supplied by the relevant Junior Priority Additional Debt Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Junior Priority Additional Debt Obligations and the Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided, however, provided that if nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied but in the Indenture Trustee receives on any Distribution Date an amount pursuant to subsection 4.4 in excess of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 4.4 as a result event of any such certificate overstating contest, the amount information delivered by any Holder Representative shall be conclusive, for purposes of the Collateral Trustee’s reliance, absent manifest error. Upon the reasonable request of the Collateral Trustee, the First Priority Obligations Agent, the Indenture Trustee Second Priority Agents, any Junior Priority Additional Debt Representatives or any other Secured Party, as the case may be, shall pay such excess deliver to the Collateral Trustee for application a certificate setting forth the information specified in accordance with this subsection 4.4 as soon as practicable after the existence of such overstatement shall have been determined3.6. All distributions made by the Collateral Trustee pursuant to subsection 4.4 3.4 shall be (subject to subsection 3.7 and to any decree of any court of competent jurisdiction and to the proviso in the preceding sentencejurisdiction) finalfinal (absent manifest error), and the Collateral Trustee shall have no duty to inquire as to the application by any First Priority Holder or the Indenture Trustee Representative in respect of any amounts distributed to them. By accepting the benefits of this Trust Agreement, the First Priority Security Documents and the First Priority Guarantees, each Secured Party and the Indenture Trustee agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewithsuch Holder Representative.