Common use of Determination of Amounts of Obligations Clause in Contracts

Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for the recordation of the principal amount of Obligations owing to such Lender from time to time. Upon any request by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated the date of delivery thereof, signed by such Lender, as to (a) the identity of such Lender, (b) the principal amount of Obligations then outstanding held by such Lender, (c) in the case of any such certificate being delivered in contemplation of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any other Lender, the Borrower shall verify any information provided any Lender pursuant to the immediately preceding sentence. For the purposes of determining the amount of Obligations held by any Lender, absent knowledge to the contrary, each Lender shall be entitled to rely on certifications received by it from the other Lenders for such purpose in accordance with the foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence of a Lender’s receipt of any certification requested by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required to be made in connection with such action.

Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for the recordation of the principal amount of Obligations owing to such Lender from time to time. Upon any request by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated the date of delivery thereof, signed by such Lender, as to (a) Whenever the identity Collateral Agent is required to determine the existence or amount of any of the Secured Obligations, the Commitments or any portion thereof for any purposes of this Agreement, it shall make such determination on the basis of one or more certificates of any applicable Secured Party or its Representative, which shall be conclusive in the absence of manifest error. If, notwithstanding the request of the Collateral Agent, any applicable Secured Party shall fail or refuse promptly to certify as to the existence or amount of any Secured Obligations, Principal Obligations, any Commitments or any portion thereof, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its reasonable discretion, determine, including by reliance upon a certificate of the Borrower; provided that, promptly following determination of any such amount, the Collateral Agent shall notify such Secured Party of such Lenderdetermination and thereafter shall correct any error that the Borrower or such Secured Party or its Representative brings to the attention of the Collateral Agent. The 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 this Section 3.2 (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any NOVA Party, any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination. (b) From time to time upon the principal amount request of Obligations then outstanding held the Collateral Agent (which request shall be made by such Lenderthe Collateral Agent, (c) in without limitation, at the case reasonable direction of any such certificate being delivered in contemplation of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any other LenderSecured Party), the Borrower shall verify any information provided any Lender pursuant promptly deliver to the immediately preceding sentence. For the purposes Collateral Agent a list setting forth, as of determining the amount of Obligations held by any Lender, absent knowledge a specified date not more than 10 days prior to the contrarydate of delivery, the aggregate Secured Obligations then outstanding and Commitments and the name and address of each Lender Secured Party and the respective amounts of Secured Obligations then outstanding and Commitments attributable to each. The Collateral Agent shall be entitled provide a copy of the most recent list delivered to rely on certifications received by it from the other Lenders for such purpose in accordance with the foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence of a Lender’s receipt of under this Section 3.2 to any certification requested by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required to be made in connection with such actionSecured Party upon request.

Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for (a) Whenever the recordation Collateral Agent is required to determine the existence or amount of any of the principal Outstanding Obligations or Voting Obligations or any portion thereof or the existence of any Event of Default for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of the Indenture Trustee (with respect to the Obligations owed to the Senior Note Creditors) or the Administrative Agent (with respect to the Obligations owed to the Credit Agreement Parties); provided, however, that if, notwithstanding the request of the Collateral Agent, the Indenture Trustee or the Administrative Agent, as applicable, shall fail or refuse within five Business Days of such request to certify as to the existence or amount of any Outstanding Obligations owing or Voting Obligations or any portion thereof owed to the Senior Note Creditors or the Credit Agreement Parties, respectively, or the existence of any Event of Default, the Collateral Agent shall be entitled to determine such Lender from time existence or amount by such reasonable method as the Collateral Agent may, in its sole discretion, determine; provided, further, that, promptly following determination of any such existence or amount, the Collateral Agent shall notify the Indenture Trustee or the Administrative Agent, as applicable, of such determination and thereafter shall correct any error that the Indenture Trustee or the Administrative Agent, as applicable, brings to timethe attention of the Collateral Agent. Upon any request of the Collateral Agent, the Company shall, and by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated countersigning this Agreement the date of delivery thereof, signed by such LenderCompany agrees to, as promptly as practicable furnish a certificate to (a) the identity of such Lender, (b) Collateral Agent as to the principal existence or amount of Obligations then outstanding held by such Lender, (c) in any Outstanding Obligation or Voting Obligation or as to the case existence of any such certificate being delivered in contemplation Event of the application Default. For all purposes of amounts pursuant to Section 3.2 hereofthis Agreement, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any other Lender, the Borrower shall verify any information provided any Lender pursuant to the immediately preceding sentence. For the extent any Outstanding Obligation has been taken into account for purposes of determining the amount to which any Secured Party is entitled in any distribution hereunder, any guarantee of Obligations held by any Lendersuch Outstanding Obligation that is itself an Outstanding Obligation shall not be taken into account for such purpose. (b) Notwithstanding the foregoing provisions, absent knowledge each of the Administrative Agent and the Indenture Trustee agrees to provide to the contraryCollateral Agent such information, each Lender shall be entitled reasonably available to rely on certifications received by it from the other Lenders Administrative Agent or the Indenture Trustee, as the case may be, as the Collateral Agent may reasonably request for such purpose in accordance with the foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence purposes of a Lender’s receipt of any certification requested by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required determinations to be made under this Agreement, including information with respect to Outstanding Obligations, Voting Obligations and matters provided for in connection with such actionArticle IV.

Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for Whenever the recordation Collateral Agent is required to determine the existence or amount of any of the principal Outstanding Obligations or Voting Obligations or any portion thereof or the existence of any Actionable Default for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any Participating Creditor (with respect to the Obligations owed to such Participating Creditor) or the Agent (with respect to the Obligations owed to the Credit Agreement Creditors, or any of them); PROVIDED, HOWEVER, that if, notwithstanding the request of the Collateral Agent, any Participating Creditor shall fail or refuse within five business days of such request to certify as to the existence or amount of any Outstanding Obligations owing or Voting Obligations or any portion thereof owed to it or the existence of any Actionable Default, the Collateral Agent shall be entitled to determine such Lender from time existence or amount by such method as the Collateral Agent may, in its sole discretion, determine, including by reliance upon a certificate of the Company, TA, National or TAFSI; PROVIDED FURTHER, HOWEVER, that, promptly following determination of any such amount, the Collateral Agent shall notify such Participating Creditor of such determination and thereafter shall correct any error that such Participating Creditor brings to timethe attention of the Collateral Agent. In addition, the Collateral Agent may rely on any certificate of the Company with respect to the amount of Notes considered not outstanding for purposes of the definition of the terms "Voting Tranche A Exchange Note Purchase Agreement Obligations" and "Voting Obligations" as a result of such notes being owned by the Company, any Subsidiary or any Affiliate of the Company. The 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, TA, National or TAFSI, any Participating Creditor or any other person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination. Upon any request of the Collateral Agent, the Company will, and by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated countersigning this Agreement the date of delivery thereof, signed by such LenderCompany agrees to, as promptly as practicable furnish a certificate to (a) the identity of such Lender, (b) Collateral Agent as to the principal existence or amount of Obligations then outstanding held by such Lender, (c) in any Outstanding Obligation or Voting Obligation or as to the case existence of any such certificate being delivered in contemplation Actionable Default. For all purposes of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payable, the principal amount then owing to such Lender. If requested by any other Lender, the Borrower shall verify any information provided any Lender pursuant this Agreement to the immediately preceding sentence. For the extent any Outstanding Obligation has been taken into account for purposes of determining the amount to which any Participating Creditor is entitled in any distribution hereunder, any guarantee of Obligations held by any Lender, absent knowledge to the contrary, each Lender such Outstanding Obligation that is itself an Outstanding Obligation shall not be entitled to rely on certifications received by it from the other Lenders taken into account for such purpose in accordance with the foregoing (in each case, which certificates shall be given substantially contemporaneously with the action being taken); provided, that in the absence of a Lender’s receipt of any certification requested by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required to be made in connection with such actionpurpose.

Determination of Amounts of Obligations. Each Lender will maintain at its principal business office a register for Whenever the recordation of Collateral Agent is required to determine the principal existence or amount of Obligations owing to such Lender from time to time. Upon any request by any other Lender therefor, each Lender shall deliver to each other Lender a certificate, dated the date of delivery thereof, signed by such Lender, as to (a) the identity of such Lender, (b) the principal amount of Obligations then outstanding held by such Lender, (c) in the case of any such certificate being delivered in contemplation of the application of amounts pursuant to Section 3.2 hereof, the amount of interest owing to such Lender and any other amounts in respect of Obligations owing to such Lender (in the case of any such other amounts, accompanied by appropriate evidence thereof) and (d) in the event any of the Obligations shall have become or been declared to be due and payableany portion thereof or the occurrence of any Acceleration for any purposes of this Agreement, the principal amount then owing to such Lender. If requested by any other Lender, the Borrower shall verify any information provided any Lender pursuant to the immediately preceding sentence. For the purposes of determining the amount of Obligations held by any Lender, absent knowledge to the contrary, each Lender Collateral Agent shall be entitled to make such determination on the basis of one or more certificates of the Administrative Agent (with respect to the Obligations owed to the Administrative Agent and the US Lenders under the Loan Documents), the Canadian Administrative Agent (with respect to the Obligations owed to the Canadian Administrative Agent and the Canadian Lenders under the Loan Documents), the Multicurrency Administrative Agent (with respect to the Obligations owed to the Multicurrency Administrative Agent and the Non-US/Canadian Lenders under the Loan Documents), or any Lender (with respect to the Obligations owed to such Lender under any Interest Rate Agreement); provided, however, that if, notwithstanding the request of the Collateral Agent, any Agent or Lender, as the case may be, shall fail or refuse within five Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it, the Collateral Agent shall be entitled to determine such existence or amount by such method as the Collateral Agent may, in its sole discretion, determine, including by reliance upon a certificate of Holdings or the specified Borrower; provided further, however, that, promptly following determination of any such amount, the Collateral Agent shall notify such Agent or Lender, as the case may be, of such determination and thereafter shall correct any error that such Agent or Lender, as the case may be, brings to the attention of the Collateral Agent. Upon request by the Collateral Agent, each Secured Party agrees to provide the Collateral Agent with a general description of the Obligations held by it, including the amount thereof and any other information reasonably required by the Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully protected in so relying, on certifications received any determination made by it from the other Lenders for such purpose in accordance with the foregoing provisions of the second preceding sentence (in each case, which certificates or as otherwise directed by a court of competent jurisdiction) and shall be given substantially contemporaneously with the action being taken); provided, that in the absence of have no liability to any Secured Party or any other Person as a Lender’s receipt result of any certification requested action taken by it pursuant to this sentence, such Lender shall be entitled to take such action if such Lender shall have sufficient knowledge to make any determination required to be made in connection with such action.the Collateral Agent based upon such