Common use of Determinations with Respect to Amounts of Obligations and Liens Clause in Contracts

Determinations with Respect to Amounts of Obligations and Liens. Whenever any Collateral Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Obligations, or the Common Collateral subject to any Lien securing the Obligations (and whether such Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the other Collateral Agent and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the request of any Collateral Agent, the other Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of an officer of the Company. Each 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 Company, any Collateral Agent or any other Person as a result of such determination or any action taken or not taken pursuant thereto.

Determinations with Respect to Amounts of Obligations and Liens. Whenever any the Second Lien Collateral Agent of any Class shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any ObligationsSecond Lien Obligations of any other Class, or the Common Shared Collateral subject to any Lien securing the Second Lien Obligations of any other Class (and whether such Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the other Second Lien Collateral Agent or Second Lien Representative of such other Class and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the request of any the Second Lien Collateral AgentAgent of such Class, the other Second Lien Collateral Agent or Second Lien Representative of such other Class shall fail or refuse reasonably promptly to provide the requested information, such the Second Lien Collateral Agent of such Class shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of an officer Authorized Officer of the Company. Each Second Lien 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 Companyany Grantor, any Collateral Agent Second Lien Claimholder or any other Person as a result of such determination or any action taken or not taken pursuant thereto.

Determinations with Respect to Amounts of Obligations and Liens. Whenever an Agent (any Collateral Agent such Agent, the “Exercising Agent”) shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any ObligationsFirst Lien Obligations of any other Class, or the Common Shared Collateral subject to any Lien securing the First Lien Obligations of any other Class (and whether such Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the the other Collateral Agent Agents and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the such request of any Collateral Agent, the other Collateral Agent Agents shall fail or refuse reasonably promptly to provide the requested information, such Collateral the Exercising Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance conclusively rely upon a certificate of an officer Authorized Officer of the CompanyBorrower in respect of such existence or amount. Each 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 CompanyBorrower or any of the Pulitzer Entities, any Collateral Agent other Secured Party or any other Person as a result of such determination or any action taken or not taken pursuant thereto.

Determinations with Respect to Amounts of Obligations and Liens. Whenever an Agent (any Collateral Agent such Agent, the “Exercising Agent”) shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any ObligationsFirst Lien Obligations of any other Class, or the Common Shared Collateral subject to any Lien securing the First Lien Obligations of any other Class (and whether such Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the the other Collateral Agent Agents and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the such request of any Collateral Agent, the other Collateral Agent Agents shall fail or refuse reasonably promptly to provide the requested information, such Collateral the Exercising Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance conclusively rely upon a certificate of an officer Authorized Officer of the CompanyBorrower in respect of such existence or amount. Each 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 CompanyBorrower or any other Grantor, any Collateral Agent other Secured Party or any other Person as a result of such determination or any action taken or not taken pursuant thereto.

Determinations with Respect to Amounts of Obligations and Liens. Whenever an Agent (any Collateral Agent such Agent, the “Exercising Agent”) shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any ObligationsPari Passu Lien Obligations of any other Class, or the Common Shared Collateral subject to any Lien securing the Pari Passu Lien Obligations of any other Class (and whether such Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the other Collateral Agent Agents and shall be entitled to make such determination on the basis of the information so furnished; provided that if, notwithstanding the such request of any Collateral Agent, the other Collateral Agent Agents shall fail or refuse reasonably promptly to provide the requested information, such Collateral the Exercising Agent shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance conclusively rely upon a certificate of an officer Authorized Officer of the CompanyBorrower in respect of such existence or amount. Each 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 CompanyBorrower or any of the Loan Parties, any Collateral Agent other Secured Party or any other Person as a result of such determination or any action taken or not taken pursuant thereto.