Determination of Amounts of Obligations. (a) Whenever the 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 determination 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.
Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof, or the existence of any Enforcement Event for any purposes of this Agreement, it shall be entitled to make such determination on the basis of the Certificates Regarding Obligations, Notices of Enforcement Event, notices rescinding Notices of Enforcement Event, and other notices and certificates delivered to it by the Secured Creditors. 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, the other Credit Parties, any Secured 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.
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 Borrower; 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 Loan 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. 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. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or the existence of any Event of Default for any purposes of this Agreement, it shall request written certification of such existence or amount from the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, and shall be entitled to make such determination on the basis of such certification; provided, however, that if, notwithstanding the request of the Collateral Agent, the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, shall fail or refuse reasonably promptly to certify as to the existence or amount of any Obligation 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 the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. 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 Borrower, any holder of any Obligation or any other person as a result of such determination or any action taken pursuant thereto.
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 occurrence of any Acceleration for any purposes of this Agreement, the 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 any determination made by it in accordance with the provisions of the second preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Secured Party or any other Person as a result of any action taken by the Collateral Agent based upon such
Determination of Amounts of Obligations. Each of the Administrative Agent and the Indenture Trustee agrees to provide to any Secured Party such information, reasonably available to the Administrative Agent or the Indenture Trustee, as the case may be, as such Secured Party may reasonably request for purposes of determinations to be made under this Agreement, including information with respect to Outstanding Obligations, Voting Obligations and matters provided for in Article IV, including, without limitation, periodic accountings as to amounts in each of the Collateral Accounts.
Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the 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 Bank Creditors, or any of them); provided, however, that if, notwithstanding the request of the Collateral Agent, any Participating Creditor or the Agent shall fail or refuse within five Business Days of such request to certify as to the existence or amount of
Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof, or the existence of any Enforcement Event for any purposes of this Agreement, it shall be entitled to make such determination on the basis of the Certificates Regarding Obligations, Notices of Enforcement Event, notices rescinding Notices of Enforcement Event, and other notices and certificates delivered to it by the Secured Creditors. The Collateral Agent
Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Obligations or Secured Instrument Commitments or any portion thereof for any purposes of this Agreement, it shall be entitled to make such determination on the basis of one or more certificates of any applicable Representative or Holder; provided that if, notwithstanding the request of the Collateral Agent, any applicable Representative or Holder shall fail or refuse promptly to certify as to the existence or amount of any Obligations or Secured Instrument Commitments or any portion thereof, the Collateral Agent shall be entitled to determine
