Common use of Determination of Amounts of Obligations Clause in Contracts

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative or Holder; provided that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faith, determine, including by reliance upon a certificate of the Borrower; provided further that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder of such determination and thereafter shall correct any error that such Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever Each Lender will maintain at its principal business office a register for the ---------------------------------------- Collateral Agent is required to determine recordation of the existence or principal amount of Obligations owing to such Lender from time to time. Upon any request by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated the date of delivery thereof, signed by such Lender, as to (a) the identity of such Lender, (b) the principal amount of Obligations then outstanding held by such Lender, (c) in the case of any such certificate being delivered in contemplation of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or Secured Instrument Commitments or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any portion thereof for other Lender, the Borrower shall verify any information provided any Lender pursuant to the immediately preceding sentence. For the purposes of this Agreementdetermining the amount of Obligations held by any Lender, it absent knowledge to the contrary, each Lender shall be entitled to make rely on certifications received by it from the other Lenders for such determination on purpose in accordance with the basis foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence of one or more certificates a Lender’s receipt of any applicable Representative or Holder; provided that ifcertification requested by it pursuant to this sentence, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent such Lender shall be entitled to determine take such existence or amount by action if such method as the Collateral Agent may, in its sole discretion exercised in good faith, determine, including by reliance upon a certificate of the Borrower; provided further that, promptly ---------------- following determination of any such amount, the Collateral Agent Lender shall notify such Representative or Holder of such determination and thereafter shall correct any error that such Representative or Holder brings have sufficient knowledge to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on make any determination required to be made by it in accordance connection with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determinationaction.

Determination of Amounts of Obligations. (a) Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Obligations, the Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative Secured Party or Holder; provided that ifits Representative, which shall be conclusive in the absence of manifest error. If, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Secured Party shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Obligations, Principal Obligations, any Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithreasonable discretion, determine, including by reliance upon a certificate of the Borrower; provided further that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Secured Party of such determination and thereafter shall correct any error that the Borrower or such Secured Party or its Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence this Section 3.2 (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any NOVA Party, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination. (b) From time to time upon the request of the Collateral Agent (which request shall be made by the Collateral Agent, without limitation, at the reasonable direction of any Secured Party), the Borrower shall promptly deliver to the Collateral Agent a list setting forth, as of a specified date not more than 10 days prior to the date of delivery, the aggregate Secured Obligations then outstanding and Commitments and the name and address of each Secured Party and the respective amounts of Secured Obligations then outstanding and Commitments attributable to each. The Collateral Agent shall provide a copy of the most recent list delivered to it under this Section 3.2 to any Secured Party upon request.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderCreditor (with respect to the Obligations owed to such Creditor); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Creditor shall fail or refuse promptly within ten business days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithcommercially reasonable discretion, determine, including by reliance upon a certificate of the BorrowerCompany but the Collateral Agent shall not prescribe different standards for different Creditors in order to favor one Creditor or group of Creditors over any others; provided further provided, further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Creditor of such determination and thereafter shall correct any error that such Representative or Holder Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower Company or any Secured Party Subsidiary, any Creditor or any other Person person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of the Lender Agent (with respect to the Lender Obligations), the Interim Lender Agent (with respect to the Interim Lender Obligations, or any applicable Representative or Holderof them) and the Dawsxx Xxxstee (with respect to Holder Obligations); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Creditor shall fail or refuse promptly within five Business Days of such request to certify as to the existence or amount of any outstanding Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or any Person on whose behalf it acts thereunder, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithdiscretion, determine, including by reliance upon a certificate of the Borrower; provided further provided, further, however, that, promptly ---------------- following determination of any such amountamount pursuant to the foregoing proviso, the Collateral Agent shall notify such the affected Representative or Holder Creditor of such determination and thereafter shall correct any error that such Representative or Holder Creditor brings to the attention of the Collateral AgentAgent as promptly as practical, but in any event, within three Business Days. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party other Grantor, any Representative Creditor or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative or Holder; provided that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faith, determine, including by reliance upon a certificate of the Borrower; provided further that, promptly ---------------- following determination of any such amount, the ---------------- Collateral Agent shall notify such Representative or Holder of such determination and thereafter shall correct any error that such Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderSecured Party (with respect to the Obligations owed to such Secured Party); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Secured Party shall fail or refuse promptly within ten Business Days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithreasonable discretion, determine, including by reliance upon a certificate of the BorrowerCompany; provided further further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Secured Party of such determination and thereafter shall correct any error that such Representative or Holder Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Borrower Credit Parties or its Subsidiaries, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderSecured Party (with respect to the Obligations owed to such Secured Party); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Secured Party shall fail or refuse promptly within ten Business Days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithreasonable discretion, determine, including by reliance upon a certificate of the BorrowerCompany; provided further further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Secured Party of such determination and thereafter shall correct any error that such Representative or Holder Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Borrower Credit Parties or its Subsidiaries, any Secured Party or any other Person as a result of any action taken by the Collateral Agent Agent, based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations Obligations, Loans or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of and shall be entitled to conclusively rely upon one or more certificates of any applicable Representative Administrative Agent or HolderLender; provided that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative Administrative Agent or Holder Lender shall fail or refuse promptly to certify as to the existence or amount of any Obligations Obligations, Loans or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithdiscretion, determine, including by reliance upon a certificate of the BorrowerBorrower or Vesper; provided further that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative Administrative Agent or Holder Lender of such determination and thereafter shall use commercially reasonable means to correct any error that such Representative Administrative Agent or Holder Lender brings to the attention of the Collateral AgentAgent in the form of a written notice identifying such error and providing necessary information to correct it. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower Borrower, Vesper or any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of specific written notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent a Creditor is required to determine the existence or amount of any of the Subject Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreementthereof, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or Holderother Creditor (with respect to the Subject Obligations owed to such other Creditor); provided provided, however, that if, notwithstanding the request of the Collateral Agenta Creditor (a “Requesting Creditor”), -------- any applicable Representative or Holder other Creditor (a “Responding Creditor”) shall fail or refuse promptly within ten business days of such request to certify as to the existence or amount of any Subject Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it, the Collateral Agent Requesting Creditor shall be entitled to determine such existence or amount by such method as the Collateral Agent Requesting Creditor may, in its sole discretion exercised in good faithdiscretion, determine, including by reliance upon a certificate of the BorrowerCompany; provided further provided, further, that, promptly ---------------- following determination of any such amount, the Collateral Agent Requesting Creditor shall notify such Representative or Holder Responding Creditor of such determination and thereafter shall correct any error that such Representative or Holder Responding Creditor brings to the attention of the Collateral Agentsuch Requesting Creditor. The Collateral Agent A Creditor may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Borrower Company or any Secured Party of its Subsidiary, any Creditor or any other Person person as a result of any action taken by the Collateral Agent such Creditor based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever ---------------------------------------- the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative or Holder; provided that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faith, determine, including by reliance upon a certificate of the Borrower; provided further that, promptly ---------------- -------- ------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder of such determination and thereafter shall correct any error that such Representative or Holder brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. l 2 . Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderCreditor (with respect to the Obligations owed to such Creditor); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Creditor shall fail or refuse promptly within ten (10) business days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithdiscretion, determine, including by reliance upon a certificate of the Borrower; provided further provided, further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Creditor of such determination and thereafter shall correct any error that such Representative or Holder Creditor brings to the attention of the Collateral AgentAgent (with such appropriate substantiating evidence as the Collateral Agent may request). The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any Secured Party Subsidiary, any Creditor or any other Person person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderCreditor (with respect to the Obligations owed to such Creditor); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Creditor shall fail or refuse promptly within twenty (20) business days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithdiscretion, determine, including by reliance upon a certificate of the BorrowerCompany; provided further provided, further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Creditor of such determination and thereafter shall correct any error that such Representative or Holder Creditor brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Borrower Credit Parties or any Secured Party Subsidiary, any Creditor or any other Person person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Determination of Amounts of Obligations. Whenever the ---------------------------------------- Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled entitled, absent manifest error, to make such determination on the basis of one or more certificates of any applicable Representative or HolderSecured Party (with respect to the Obligations owed to such Secured Party); provided provided, however, that if, notwithstanding the request of the Collateral Agent, -------- any applicable Representative or Holder Secured Party shall fail or refuse promptly within ten Business Days of such request to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereofthereof owed to it or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion exercised in good faithreasonable discretion, determine, including by reliance upon a certificate of the Borrower; provided further further, that, promptly ---------------- following determination of any such amount, the Collateral Agent shall notify such Representative or Holder Secured Party of such determination and thereafter shall correct any error that such Representative or Holder Secured Party brings to the attention of the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Borrower Loan Parties or its Subsidiaries, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.