Common use of Determination of Amounts of Obligations Clause in Contracts

Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Event of Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Secured Party (with respect to the Obligations owed to such Secured Party); provided, however, that if, notwithstanding the request of the Collateral Agent, any Secured Party shall fail or refuse within ten Business Days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Event of Default, 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 Company; provided further, that, promptly following determination of any such amount, the Collateral Agent shall notify such Secured Party of such determination and thereafter shall correct any error that such Secured Party 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 the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any of the Credit Parties or its Subsidiaries, 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.

Determination of Amounts of Obligations. Whenever the Collateral Agent Secured Party is required to determine the existence or amount of any of the Obligations or any portion thereof or the existence of any Event of Actionable Default for any purposes of this Intercreditor Agreement, it shall be entitled, absent manifest error, to make such determination on the basis of one or more certificates of any Secured Party Creditor (with respect to the Obligations owed to such Secured PartyCreditor); provided, however, that if, notwithstanding the request of the Collateral AgentSecured Party, any Secured Party Creditor shall fail or refuse within ten Business Days business days of such request to certify as to the existence or amount of any Obligations or any portion thereof owed to it or the existence of any Event of Actionable Default, the Collateral Agent Secured Party shall be entitled to determine such existence or amount by such method as the Collateral Agent Secured Party may, in its reasonable sole discretion, determine, including by reliance upon a certificate of the Company; provided provided, further, that, promptly following determination of any such amount, the Collateral Agent Secured Party shall notify such Secured Party Creditor of such determination and thereafter shall correct any error that such Secured Party Creditor brings to the attention of the Collateral AgentSecured Party. The Collateral Agent Secured Party 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 of the Credit Parties or its Subsidiariesany Subsidiary, any Secured Party Creditor or any other Person person as a result of any action taken by the Collateral Agent Secured Party based upon such determination prior to receipt of notice of any error in such determination.