Common use of Trustee's Calculations Clause in Contracts

Trustee's Calculations. In making the determinations and allocations required by subsection 3.4, the Corporate Trustee may, unless a Responsible Trustee Officer has actual knowledge to the contrary, rely upon a certificate executed and supplied by the Holder Representatives or (in the case of Hedging Agreement Obligations or other Secured Obligations for which there is no Holder Representative) the Holders, as the case may be, as to the amounts payable with respect to Secured Obligations, all in accordance with subsection 7.2(b), and the Trustees shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided, however, that if any Secured Party receives on any Distribution Date an amount pursuant to subsection 3.4(a) in excess of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 3.4(a) as a result of any such certificate overstating the amount of the Secured Obligations held by such Secured Party (or the Secured Obligations held by all the Secured Parties under any Facility with respect to which such Secured Party is a Holder), then such Secured Party (by becoming a Holder of Secured Obligations and accepting the benefits of this Trust Agreement) shall pay such excess to the Corporate Trustee for application in accordance with subsection 3.4(a) as soon as practicable after the existence of such overstatement shall have been determined. All distributions made by the Corporate Trustee pursuant to subsection 3.4 shall be (subject to any decree of any court of competent jurisdiction and to the proviso in the preceding sentence) final, and the Trustees shall have no duty to inquire as to the application by any Holder or Holder Representative of any amounts distributed to them. By accepting the benefits of this Agreement, the Security Documents and the Guarantees, each Secured Party and Holder Representative agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.

Trustee's Calculations. In making the determinations and allocations required by subsection Section 3.4, the Corporate Trustee may, unless may conclusively rely upon (a) information supplied by a Responsible Trustee Officer has actual knowledge Surety Party as to the contraryamount of unpaid Surety Bond Obligations with respect to such Surety Party, rely upon a certificate executed and (b) information supplied by the Holder Representatives or Indenture Trustee as to the amount of the Indenture Obligations owing and (in c) information supplied by the case of Hedging Agreement Obligations or other Secured Obligations for which there is no Holder Representative) the Holders, as the case may be, Administrative Agent as to the amounts payable of unpaid principal and interest and other amounts outstanding with respect to Secured the Senior Loan Agreement Obligations, all in accordance with subsection 7.2(b), and the Trustees Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information; providedinformation (except for gross negligence and willful misconduct). Each Obligor, howeveron behalf of itself and all of its Subsidiaries, that if hereby irrevocably waives any Secured Party receives on right to challenge or dispute, in a proceeding at law or in equity, prior to any Distribution Date an amount actual distribution, the allocation or distribution of moneys by the Trustee pursuant to subsection 3.4(a) in excess of Section 3.4 so long as such allocation and distribution by the amount Trustee to which it was entitled to receive on such Distribution Date pursuant to such subsection 3.4(a) as a result of any such certificate overstating the amount of the Secured Obligations held by such Secured Party (or the Secured Obligations held by all the Secured Parties under any Facility with respect to which such is based on a good faith certification by a relevant Secured Party is of the amounts paid and/or of demands received supported by calculations attached thereto. Nothing in the preceding sentence shall limit the right of any Obligor to (i) challenge or dispute any such allocation or distribution after such distribution has been made by the Trustee, (ii) file a Holder)bankruptcy petition or (iii) contest any claim in a bankruptcy proceeding, then in the case of the foregoing clauses (ii) and (iii) whether before or after such Secured Party (by becoming a Holder of Secured Obligations and accepting the benefits of this Trust Agreement) shall pay such excess to the Corporate Trustee for application in accordance with subsection 3.4(a) as soon as practicable after the existence of such overstatement shall have been determineddistribution. All distributions made by the Corporate Trustee pursuant to subsection Section 3.4 shall be (subject to any decree of any court of competent jurisdiction and to the proviso in the preceding sentencejurisdiction) finalfinal (absent manifest error), and the Trustees Trustee shall have no duty to inquire as to the application by any Holder the Administrative Agent, the Indenture Trustee or Holder Representative a Surety Party of any amounts distributed to them. By accepting the benefits of this Agreement, the Security Documents and the Guarantees, each Secured Party and Holder Representative agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.

Trustee's Calculations. In making the determinations and allocations required by subsection 3.4, the Corporate Trustee may, unless a Responsible Trustee Officer has actual knowledge to the contrary, rely upon a certificate executed and supplied by the Holder Representatives Administrative Agent or (in the case of Hedging Agreement Obligations or other Secured Obligations for which there is no Holder RepresentativeObligations) the Holders, as the case may be, as to the amounts payable with respect to Secured Payment Obligations, all in accordance with subsection 7.2(b), and the Trustees shall have no liability to any of the Secured Parties for actions taken in reliance on such information; providedPROVIDED, howeverHOWEVER, that if any Secured Party receives on any Distribution Date an amount pursuant to subsection 3.4(a) in excess of the amount to which it was entitled to receive on such Distribution Date pursuant to such subsection 3.4(a) as a result of any such certificate overstating the amount of the Secured Payment Obligations held by such Secured Party (or or, with respect to the Secured Credit Facility, the Payment Obligations held by all the Secured Parties under any Facility with respect to which such Secured Party is a Holderthe Credit Facility), then such Secured Party (by becoming a Holder of Secured Obligations and accepting the benefits of this Trust Agreement) shall pay such excess to the Corporate Trustee for application in accordance with subsection 3.4(a) as soon as practicable after the existence of such overstatement shall have been determined. All distributions made by the Corporate Trustee pursuant to subsection 3.4 shall be (subject to any decree of any court of competent jurisdiction and to the proviso in the preceding sentence) final, and the Trustees shall have no duty to inquire as to the application by any Holder or Holder Representative the Administrative Agent of any amounts distributed to them. By accepting the benefits of this Agreement, the Security Documents and the Guarantees, each Secured Party and Holder Representative the Administrative Agent agrees to act in accordance with this Trust Agreement and not take any action inconsistent herewith.