made solely by the Grantors.
The Collateral Trustee makes no representations as
to the value or condition of the Trust Estate or any part thereof, or as to the
title of the Grantors thereto or as to the security afforded by this Collateral
Trust Agreement or any Trust Security Document, or as to the validity, execution
(except its execution),
27
enforceability, legality or sufficiency of this Collateral Trust Agreement, the
Trust Security Documents or the Secured Obligations, and the Collateral Trustee
shall incur no liability or responsibility in respect of any such matters.
(B)
THE COLLATERAL TRUSTEE SHALL NOT BE REQUIRED
TO ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE BY THE GRANTORS OF ANY OF THE
COVENANTS OR AGREEMENTS CONTAINED HEREIN OR IN ANY TRUST SECURITY DOCUMENT OR
SECURED INSTRUMENT.
WHENEVER IT IS NECESSARY, OR IN THE OPINION OF THE
COLLATERAL TRUSTEE ADVISABLE, FOR THE COLLATERAL TRUSTEE TO ASCERTAIN THE AMOUNT
OF SECURED OBLIGATIONS THEN HELD BY SECURED PARTIES, THE COLLATERAL TRUSTEE MAY
RELY ON (I) A CERTIFICATE OF THE FIRST PRIORITY AGENT, IN THE CASE OF FIRST
PRIORITY SECURED OBLIGATIONS, (II) A CERTIFICATE OF THE RELEVANT SECOND PRIORITY
AGENT, IN THE CASE OF ITS RESPECTIVE SECOND PRIORITY SECURED OBLIGATIONS AND
(III) A CERTIFICATE OF THE RELEVANT JUNIOR PRIORITY ADDITIONAL DEBT
REPRESENTATIVE, IN THE CASE OF ITS RESPECTIVE JUNIOR PRIORITY ADDITIONAL DEBT
OBLIGATIONS AND, IF THE FIRST PRIORITY AGENT, ANY SECOND PRIORITY AGENT, ANY
JUNIOR PRIORITY ADDITIONAL DEBT REPRESENTATIVE OR ANY RELEVANT SECURED PARTY
SHALL NOT GIVE SUCH INFORMATION TO THE COLLATERAL TRUSTEE, IT SHALL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS HEREUNDER (IN WHICH CASE DISTRIBUTIONS TO
THOSE PERSONS WHO HAVE SUPPLIED SUCH INFORMATION TO THE COLLATERAL TRUSTEE SHALL
BE CALCULATED BY THE COLLATERAL TRUSTEE USING, FOR THOSE PERSONS WHO HAVE NOT
SUPPLIED SUCH INFORMATION, THE MOST RECENT INFORMATION, IF ANY, RECEIVED BY THE
COLLATERAL TRUSTEE), AND THE AMOUNT SO CALCULATED TO BE DISTRIBUTED TO ANY
PERSON WHO FAILS TO GIVE SUCH INFORMATION SHALL BE HELD IN TRUST FOR SUCH PERSON
UNTIL THE NEXT DISTRIBUTION DATE FOLLOWING THE TIME SUCH PERSON DOES SUPPLY SUCH
INFORMATION TO THE COLLATERAL TRUSTEE, WHEREUPON ON SUCH DISTRIBUTION DATE THE
AMOUNT DISTRIBUTABLE TO SUCH PERSON SHALL BE RECALCULATED USING SUCH INFORMATION
AND DISTRIBUTED TO IT. THE COLLATERAL TRUSTEE SHALL HAVE NO LIABILITY TO ANY
SECURED PARTIES WITH RESPECT TO ANY CALCULATIONS MADE BY THE COLLATERAL TRUSTEE
HEREUNDER IN THE EVENT ANY HOLDER REPRESENTATIVE SHALL FAIL TO DELIVER ITS
CERTIFICATE AS REQUIRED HEREIN.
NOTHING IN THIS SUBSECTION 5.2(B) SHALL PREVENT
ANY GRANTOR FROM CONTESTING ANY AMOUNTS CLAIMED BY ANY SECURED PARTY IN ANY
CERTIFICATE SO SUPPLIED, BUT THE CERTIFICATES DELIVERED BY ANY HOLDER
REPRESENTATIVE SHALL BE CONCLUSIVE, FOR PURPOSES OF THE COLLATERAL TRUSTEE'S
CALCULATIONS, ABSENT MANIFEST ERROR.
SO LONG AS NO ENFORCEMENT EVENT IS IN
EFFECT, THE COLLATERAL TRUSTEE MAY RELY CONCLUSIVELY ON A CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE COMPANY WITH RESPECT TO THE MATTERS SET FORTH IN THE
SECOND SENTENCE OF THIS SUBSECTION 5.2(B), PROVIDED A COPY OF ANY SUCH
CERTIFICATE IS