Existence and Amounts of Liens and Obligations. Whenever the Directing Agent or any 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 First Lien Obligations of any Class, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Class, it may request that such information be furnished to it in writing by any other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing Agent or requesting Authorized Representative 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 the Borrower. The Directing Agent and each 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 any Grantor, any Secured Party or any other person as a result of any such determination.
Appears in 2 contracts
Samples: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Assignment and Assumption (Freescale Semiconductor Inc)
Existence and Amounts of Liens and Obligations. Whenever the Directing Collateral Agent or any 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 First Lien Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Collateral Agent or requesting Authorized Representative 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 the Borrower. The Directing Collateral Agent and each 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 any GrantorPledgor, any Secured Party or any other person as a result of any such determination.
Appears in 2 contracts
Samples: Intercreditor Agreement, First Lien Intercreditor Agreement (Community Health Systems Inc)
Existence and Amounts of Liens and Obligations. Whenever the Directing Collateral Agent or any 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 First Lien Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Collateral Agent or requesting Authorized Representative 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 the BorrowerCompany. The Directing Collateral Agent and each 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 any Grantor, any First Lien Secured Party or any other person as a result of any such determination.
Appears in 2 contracts
Samples: Intercreditor Agreement (CDW Corp), First Lien Intercreditor Agreement (Hca Inc/Tn)
Existence and Amounts of Liens and Obligations. Whenever the Directing Agent or any Authorized 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 First Lien Obligations of any Classor Second Lien Obligations, or the Shared Collateral subject to any Lien securing the First Lien Obligations or Second Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, provided that if an Authorized any Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing Agent or requesting Authorized Applicable First Lien Representative 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 the BorrowerHoldings. The Directing Agent and each Authorized 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 any Grantor, any Secured Party or any other person Person as a result of any such determination.
Appears in 2 contracts
Samples: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Existence and Amounts of Liens and Obligations. Whenever the Directing Agent or any Authorized 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 First Lien Senior Obligations (or the existence of any Classcommitment to extend credit that would constitute Senior Obligations) or Junior Obligations, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Classsuch Lien, it may request that such information be furnished to it in writing by any the other Authorized Representative Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that that, if an Authorized a Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing Agent or requesting Authorized Representative 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 the Borrower. The Directing Agent and each Authorized Each 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 Borrower or any Grantorof its subsidiaries, any Secured Party or any other person Person as a result of any such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever the Directing Collateral Agent or any 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 First Lien Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an any Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Collateral Agent or requesting Authorized Representative 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 the BorrowerCompany. The Directing Collateral Agent and each 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 any Grantor, any Secured Party or any other person as a result of any such determination.
Appears in 1 contract
Samples: Intercreditor Agreement (Alion Science & Technology Corp)
Existence and Amounts of Liens and Obligations. Whenever the Directing Senior Collateral Agent or any 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 First Lien Senior Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Senior Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Senior Collateral Agent or requesting Authorized Representative 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 the BorrowerRite Aid. The Directing Senior Collateral Agent and each 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 any GrantorSubsidiary Guarantor, any Senior Secured Party or any other person as a result of any such determination.
Appears in 1 contract
Samples: Senior Lien Intercreditor Agreement (Rite Aid Corp)
Existence and Amounts of Liens and Obligations. Whenever the Directing Collateral Agent or any 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 First Lien Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Collateral Agent or requesting Authorized Representative 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 the BorrowerCompany. The Directing Collateral Agent and each 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 any GrantorPledgor, any Junior-Priority Secured Party or any other person as a result of any such determination.
Appears in 1 contract
Samples: Community Health Systems Inc
Existence and Amounts of Liens and Obligations. Whenever the Directing Agent or any Authorized 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 First Lien Senior Obligations (or the existence of any Classcommitment to extend credit that would constitute Senior Obligations) or Junior Obligations, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Classsuch Lien, it may request that such information be furnished to it in writing by any the other Authorized Representative Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if an Authorized a Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing Agent or requesting Authorized Representative 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 the Borrower. The Directing Agent and each Authorized Each 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 any GrantorGrantor or any of its affiliates, any Secured Party or any other person Person as a result of any such determination.
Appears in 1 contract
Samples: Joinder Agreement (Verso Corp)
Existence and Amounts of Liens and Obligations. Whenever the Directing Agent or any Authorized Applicable 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 First Lien Senior Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Senior Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative 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 an Authorized a Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing Agent or requesting Authorized Applicable Representative shall be entitled to make any such determination or 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 BorrowerBorrowers. The Directing Agent and each Authorized Applicable 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 any Grantor, any Secured Party Senior Claimholder or any other person as a result of any such determination.
Appears in 1 contract
Existence and Amounts of Liens and Obligations. Whenever the Directing Collateral Agent or any 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 First Lien Obligations of any ClassSeries, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any ClassSeries, it may request that such information be furnished to it in writing by any each other Authorized Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that that, if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Directing requesting Collateral Agent or requesting Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, may determine, including by reliance upon a certificate of the BorrowerIssuer. The Directing Collateral Agent and each 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 any Grantor, any First Lien Secured Party or any other person as a result of any such determination.
Appears in 1 contract