Existence and Amounts of Liens and Obligations. 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 Senior Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate 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 or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 5 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Flotek Industries Inc/Cn/)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 5 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Ahny-Iv LLC), Lien Subordination and Intercreditor Agreement (Ply Gem Holdings Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiariesSubsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 4 contracts
Samples: Consent and Exchange Agreement (EP Energy LLC), Senior Lien Intercreditor Agreement (EP Energy LLC), Senior Lien Intercreditor Agreement (MBOW Four Star, L.L.C.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may may, acting reasonably, request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that ifthat, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyParent. Each Collateral Agent Representative 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 Parent or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 4 contracts
Samples: Lc Credit Agreement and u.s. Security Agreement (Weatherford International PLC), Intercreditor Agreement (Weatherford International PLC), Intercreditor Agreement (Weatherford International PLC)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 Holdings or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 3 contracts
Samples: Senior Lien Intercreditor Agreement (Verso Quinnesec REP Holding Inc.), Senior Lien Intercreditor Agreement (Global Brass & Copper Holdings, Inc.), Indenture (Verso Paper Corp.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such customary method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyHoldings. Each Collateral Agent may Representative may, absent manifest error, 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 Holdings or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Houghton Mifflin Harcourt Co), Term Loan Credit Agreement (Houghton Mifflin Harcourt Co), Term Loan / Revolving Facility Lien Subordination and Intercreditor Agreement (HMH Holdings (Delaware), Inc.)
Existence and Amounts of Liens and Obligations. 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 Senior First Lien Obligations or Junior Second Lien Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations the First Lien Secured Parties or Junior Obligations Second Lien Secured Parties and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate 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 or any of its subsidiaries, any Secured Party or any other person affiliate thereof as a result of such determination.
Appears in 3 contracts
Samples: Lenders Lien Subordination and Intercreditor Agreement, Lenders Lien Subordination and Intercreditor Agreement (Goodyear Tire & Rubber Co /Oh/), Lenders Lien Subordination and Intercreditor Agreement (Goodyear Tire & Rubber Co /Oh/)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent Representative 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 Senior First Lien Secured Obligations or Junior Second Lien Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations First Lien Representatives or Junior Obligations the Second Lien Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral AgentRepresentative, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent Representative shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyParent Borrower. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person affiliate thereof as a result of such determination.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Option Care Health, Inc.), Indenture (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such commercially reasonable method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 Holdings, the Company or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement (Neiman Marcus, Inc.), Lien Subordination and Intercreditor Agreement (Neiman Marcus Group Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that ifthat, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 2 contracts
Samples: Abl Intercreditor Agreement (Momentive Performance Materials Inc.), Abl Intercreditor Agreement (Momentive Performance Materials Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such commercially reasonable method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Five Below, Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent Representative 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 Senior First Lien Secured Obligations or Junior Second Lien Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations First Lien Representatives or Junior Obligations the Second Lien Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral AgentRepresentative, such other Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent first Representative shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyBorrower. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person affiliate thereof as a result of such determination.
Appears in 2 contracts
Samples: Intercreditor and Subordination Agreement (Global Eagle Entertainment Inc.), Securities Purchase Agreement (Global Eagle Entertainment Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent the Applicable First Lien Representative 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 Senior First Lien Obligations or Junior Second Lien Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such LienLien securing the First Lien Obligations or Second Lien Obligations of any Series, it may request that such information be furnished to it in writing by the each other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, provided that if, notwithstanding the request of such Collateral Agent, such if any Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the Applicable First Lien Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyHoldings. Each Collateral Agent The Applicable First Lien Representative 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 or any of its subsidiariesGrantor, any Secured Party or any other person Person as a result of such determination.
Appears in 2 contracts
Samples: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 Holdings, the Company or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 2 contracts
Samples: Abl Credit Agreement (Affinia Group Holdings Inc.), Lien Subordination and Intercreditor Agreement (Affinia Group Intermediate Holdings Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior First-Priority Lien Obligations or Junior Obligations, (or the existence of any commitment to extend credit that would constitute First-Priority Lien securing any such obligationsObligations) or Second-Priority Lien Obligations, or the Collateral subject to any such Lien, it may request in writing that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiariesSubsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 2 contracts
Samples: Senior Priority Lien Intercreditor Agreement (EP Energy Corp), Additional Priority Lien Intercreditor Agreement (EP Energy Corp)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement (Nortek Inc), Lien Subordination and Intercreditor Agreement (Nortek Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that ifthat, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyU.S. Borrower. Each Collateral Agent Representative 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 U.S. Borrower or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 2 contracts
Samples: Abl Intercreditor Agreement (Hexion Inc.), Abl Intercreditor Agreement (Momentive Specialty Chemicals Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent Controlling Representative 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 Senior Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such LienLien securing the Obligations, it may request that such information be furnished to it in writing by the each other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Controlling Representative shall be entitled to determine make any such existence determination or amount not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Controlling Representative 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 or any of its subsidiariesGrantor, any Secured Party Claimholder or any other person as a result of such determination.
Appears in 2 contracts
Samples: First Lien Pari Passu Intercreditor Agreement (Radiant Logistics, Inc), First Lien Pari Passu Intercreditor Agreement (Radiant Logistics, Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 Grantors or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 2 contracts
Samples: Credit Agreement (Nexeo Solutions Finance Corp), Abl Intercreditor Agreement (Nexeo Solutions Finance Corp)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Debt Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Debt Obligations) or Junior Secured Obligations (or the existence of any commitment to extend credit that would constitute Junior Secured Obligations), or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyBorrower. Each Collateral Agent Representative 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 Grantors or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Abl Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyPGI. Each Collateral Agent Representative 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 Grantors or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Dominion Textile (Usa), L.L.C.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyATD. Each Collateral Agent Representative 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 Grantors or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Am-Pac Tire Dist. Inc.)
Existence and Amounts of Liens and Obligations. SECTION 3.01 Determinations with Respect to Amounts of Liens and Obligations. 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 Senior First-Lien Obligations or Junior Obligationsof any Series, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such LienLien securing the First-Lien Obligations of any Series, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations each other Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such if a Collateral Agent, such Representative Agent shall fail or refuse reasonably promptly to provide the requested information, such the requesting Collateral Agent shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate 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 or any of its subsidiariesGrantor, any First-Lien Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyGrantors. Each Collateral Agent Representative 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 Grantors or any of its their subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate Officer’s Certificate of the CompanyStream. Each Collateral Agent Representative 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 Stream, any other Grantor or any of its their subsidiaries, any Secured Party or any other person as a result of such determinationdetermination (other than liabilities resulting solely from gross negligence or willful misconduct of such Representative).
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Stream Global Services, Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such customary method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent may Representative may, absent manifest error, 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 or any of its subsidiariestheir Subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Senior Secured Term Facility Credit Agreement (Chemtura CORP)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Credit Facility Obligations (or Junior the existence of any commitment to extent credit that would constitute Credit Facility Obligations) or Noteholder Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 Parent, Company or any of its their respective subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Obligations) or Junior Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 1 contract
Samples: Abl Intercreditor Agreement (DS Services of America, Inc.)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior First-Priority Lien Obligations or Junior Obligations, (or the existence of any commitment to extend credit that would constitute First-Priority Lien securing any such obligationsObligations) or Second-Priority Lien Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiariesSubsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 1 contract
Samples: Priority Lien Intercreditor Agreement (EP Energy LLC)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyIssuers. Each Collateral Agent Representative 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 Issuers or any of its their subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Solo Cup CO)
Existence and Amounts of Liens and Obligations. Whenever any Representative or 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 Senior First Lien Obligations or Junior Second Lien Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations First Lien Representatives or Junior Obligations the Second Lien Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral AgentRepresentative, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent Representative shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyIssuer or the Parent. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person Affiliate thereof as a result of such determination.
Appears in 1 contract
Samples: Intercreditor Agreement
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent Representative 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 Senior First Lien Secured Obligations or Junior Second Lien Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations First Lien Representatives or Junior Obligations the Second Lien Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral AgentRepresentative, such other Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent first Representative shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of Holdings or of the CompanyBorrower. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person affiliate thereof as a result of such determination.
Appears in 1 contract
Samples: Intercreditor Agreement (Global Eagle Entertainment Inc.)
Existence and Amounts of Liens and Obligations. 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 Senior Obligations, European Facilities Obligations or Junior Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations, European Facilities Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent shall be entitled to determine such existence or amount by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate 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 or any of its subsidiaries, any Secured Party or any other person affiliate thereof as a result of such determination.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Goodyear Tire & Rubber Co /Oh/)
Existence and Amounts of Liens and Obligations. Section 3.01 Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent Authorized Representative 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 Senior Pari Passu Obligations or Junior Obligationsof any Series, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such LienLien securing the Pari Passu Obligations of any Series, it may request that such information be furnished to it in writing by the each other Authorized Representative of such Senior Obligations or Junior Obligations and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Authorized Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Authorized Representative 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 or any of its subsidiariesGrantor, any Pari Passu Secured Party or any other person as a result of such determination.
Appears in 1 contract
Samples: Indenture (Merge Healthcare Inc)
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Obligations) or Junior Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyBorrower. Each Collateral Agent Representative 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 Grantor or any of its subsidiariesaffiliates, any Secured Party or any other person Person as a result of such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Secured Obligations or Junior Obligations, (or the existence of any Lien securing commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, (or the existence of any such obligationscommitment to extend credit that would constitute Junior Secured Obligations), or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Collateral Agent Representative 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 or any of its subsidiaries, any Secured Party or any other person as a result of such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever any Collateral Agent a Representative 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 Senior Obligations or Junior Obligations, (or the existence of any Lien securing any such obligationscommitment to extend credit that would constitute Senior Obligations) or Junior Obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the Representative of such Senior Obligations or Junior Obligations other Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that ifthat, notwithstanding the request of such Collateral Agent, such if a Representative shall fail or refuse reasonably promptly to provide the requested information, such Collateral Agent the requesting Representative shall be entitled to determine make any such existence or amount determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the CompanyBorrower. Each Collateral Agent Representative 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 Borrower or any of its subsidiaries, any Secured Party or any other person Person as a result of such determination.
Appears in 1 contract