Common use of Determination of Amounts of Secured Obligations Clause in Contracts

Determination of Amounts of Secured Obligations. Upon the written request of the Collateral Agent or the Borrower, the Intercreditor Agent (acting in accordance with the terms of the Intercreditor Agreement and this Agreement) shall promptly deliver to the Collateral Agent (with a copy to each other Secured Party that is a party hereto and the Borrower) a certificate, dated the date of delivery thereof and signed by the Intercreditor Agent, as to (a) the identity and address of each Secured Creditor (or representative thereof), (b) the principal amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan), (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article VI hereof, the amount of interest on the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured Creditor, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured Creditor, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor shall have not less than five (5) Business Days from receipt of a copy of any such certificate to review such certificate and provide any objections to information contained therein related to such Secured Creditor to the Collateral Agent. Absent receipt of notice of such objections from a Secured Creditor, the Collateral Agent shall be entitled to rely on certifications received by it from the Intercreditor Agent in accordance with the above for the purposes of determining the amount of the Secured Obligations then outstanding held by such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan); provided, that in the absence of the Collateral Agent’s receipt of any certification requested by it pursuant to this sentence, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge (acting reasonably) to make any determination required to be made in connection with such action.

Determination of Amounts of Secured Obligations. Upon the written request of Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or the Borrowerexistence of any Actionable Default for any purposes of this Agreement, it shall provide notice to each of the Intercreditor Agent (acting Secured Party Representatives in accordance with §12.4 specifying the terms length of time for response thereto by the Intercreditor Agreement and this Agreement) Secured Parties. Each Secured Party Representative shall promptly deliver then provide a certificate to the Collateral Agent (with a copy certifying as to each other the existence of any Actionable Default under its respective Credit Documents or the existence or amount of its respective Secured Party that is a party hereto Obligations and the Borrower) a certificate, dated the date of delivery thereof and signed shall include supporting information as reasonably requested by the Intercreditor Agent, Collateral Agent with respect to the existence or amount of any Secured Obligations. The Collateral Agent shall make a determination as to (a) the identity and address existence of each Secured Creditor (an Actionable Default or representative thereof), (b) as to the principal existence or amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided that, with respect to on the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount basis of such Other Permitted Senior Secured Indebtedness, certificates and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount supporting information of the then outstanding TIFIA Loan)Secured Parties or the Requisite Party, (c) in as applicable; provided, however, that if, notwithstanding the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect request of the Collateral pursuant Agent, a Secured Party Representative shall fail or refuse promptly (within at least 10 Business Days after such notice) to Article VI hereof, certify as to the existence or amount of interest on any Secured Obligation or the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured Creditor, as the case may be (in the case existence of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured Creditor, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor shall have not less than five (5) Business Days from receipt of a copy of any such certificate to review such certificate and provide any objections to information contained therein related to such Secured Creditor to the Collateral Agent. Absent receipt of notice of such objections from a Secured CreditorActionable 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, determine, including by reliance upon a certificate of the Borrowers or any of their Subsidiaries. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on certifications received any determination made by it from the Intercreditor Agent in accordance with the above provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrowers, any of their Subsidiaries, any holder of any Secured Obligation or any other person as a result of such determination. For all purposes of this Agreement, (a) the amount of any Secured Obligation constituting a guaranty of another obligation shall be deemed to equal the amount of the underlying obligation subject to any applicable limit in the guaranty and (b) to the extent any Secured Obligation has been taken into account for the purposes of determining the amount to which any Secured Party is entitled in any distribution hereunder, any guaranty of the Secured Obligations then outstanding held by such Secured Creditor (provided that, with respect to the Trustee, Obligation which is itself a Secured Obligation shall not be taken into account for such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan); provided, that in the absence of the Collateral Agent’s receipt of any certification requested by it pursuant to this sentence, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge (acting reasonably) to make any determination required to be made in connection with such actionpurpose.

Determination of Amounts of Secured Obligations. Upon the written request of the Collateral Agent or the Borrower, the Intercreditor Agent (acting in accordance with the terms of the Intercreditor Agreement and this Agreement) shall promptly deliver to the Collateral Agent (with a copy to each other Secured Party that is a party hereto and the Borrower) a certificate, dated the date of delivery thereof and signed by the Intercreditor Agent, as to (a) the identity and address of each Secured Creditor (or representative thereof), (b) the principal amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan), (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article VI hereof, the amount of interest on the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured Creditor, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured Creditor, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor shall have not less than five (5) Business Days from receipt of a copy of any such certificate to review such certificate and provide any objections to information contained therein related to such Secured Creditor to the Collateral Collateral‌ Agent. Absent receipt of notice of such objections from a Secured Creditor, the Collateral Agent shall be entitled to rely on certifications received by it from the Intercreditor Agent in accordance with the above for the purposes of determining the amount of the Secured Obligations then outstanding held by such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan); provided, that in the absence of the Collateral Agent’s receipt of any certification requested by it pursuant to this sentence, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge (acting reasonably) to make any determination required to be made in connection with such action.

Determination of Amounts of Secured Obligations. Upon the written request of the Collateral Agent or the Borrower, the Intercreditor Agent (acting in accordance with the terms of the Intercreditor Agreement and this Agreement) Secured Creditors shall promptly deliver to the Collateral Agent (with a copy to each other Secured Party that is a party hereto and the Borrower) a certificate, dated the date of delivery thereof and signed by the Intercreditor Agenteach such Secured Creditor, as to (a) the identity and address of each any Secured Creditor (or representative thereof), (b) the principal amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided thatprovided, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then then-outstanding TIFIA Loan), (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article VI hereof, the amount of interest on the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured CreditorParty, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured CreditorParty, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor Party shall have not less than five fifteen (515) Business Days days from receipt of a such copy of any such certificate to review any such certificate and provide any objections to information contained therein related to such Secured Creditor with respect thereto to the Collateral Agent. Absent receipt of notice of such objections from a Secured CreditorParty, the Collateral Agent shall be entitled to rely on certifications received by it from the Intercreditor Agent in accordance with the above for the purposes of determining the amount of the Secured Obligations then outstanding held by such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan)Party; provided, that in the absence of the Collateral Agent’s 's receipt of any certification requested by it pursuant to this sentence, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge (acting reasonably) to make any determination required to be made in connection with such action.

Determination of Amounts of Secured Obligations. Upon the written request of the Collateral Agent or the Borrower, the Intercreditor Agent (acting in accordance with the terms of the Intercreditor Agreement and this Agreement) shall promptly deliver to the Collateral Agent (with a copy to each other Secured Party that is a party hereto and the Borrower) a certificate, dated the date of delivery thereof and signed by the Intercreditor Agent, as to (a) the identity and address of each Secured Creditor (or representative thereof), (b) the principal amount of the Secured Obligations then outstanding held by each such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds and Series 2021 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan), (c) in the case of any such certificate being delivered in contemplation of the application of amounts received by the Collateral Agent in respect of the Collateral pursuant to Article VI hereof, the amount of interest on the Secured Obligations owing and any other amounts in respect of the Secured Obligations owing to such Secured Creditor, as the case may be (in the case of any such other amounts, accompanied by appropriate evidence thereof), and/or (d) in the event that any of the Secured Obligations shall have become or been declared to be due and payable (whether at stated maturity, by required prepayment, redemption, declaration, acceleration, demand or otherwise), the principal amount of such Secured Obligations then due and payable to such Secured Creditor, as the case may be (to the extent that such information is different from that provided in clause (b) above); provided that each such Secured Creditor shall have not less than five (5) Business Days from receipt of a copy of any such certificate to review such certificate and provide any objections to information contained therein related to such Secured Creditor to the Collateral Agent. Absent receipt of notice of such objections from a Secured Creditor, the Collateral Agent shall be entitled to rely on certifications received by it from the Intercreditor Agent in accordance with the above for the purposes of determining the amount of the Secured Obligations then outstanding held by such Secured Creditor (provided that, with respect to the Trustee, such amount shall be the aggregate principal amount of all then outstanding Series 2017 Bonds and Series 2021 Bonds, with respect to any holder of Other Permitted Senior Secured Indebtedness (or representative thereof), such amount shall be the aggregate principal amount of such Other Permitted Senior Secured Indebtedness, and with respect to the TIFIA Lender, such amount shall be equal to the aggregate principal amount of the then outstanding TIFIA Loan); provided, that in the absence of the Collateral Agent’s receipt of any certification requested by it pursuant to this sentence, the Collateral Agent shall be entitled (but not obligated) to take such action if the Collateral Agent shall have sufficient knowledge (acting reasonably) to make any determination required to be made in connection with such action.