OF
SECTION 8.8(B).
(B)
THE COLLATERAL AGENT MAY RELY ON THE CERTIFICATIONS SUPPLIED BY
ANY REPRESENTATIVE PURSUANT TO SECTION 8.8(A), AND THE COLLATERAL AGENT SHALL
HAVE NO LIABILITY TO ANY SECURED PARTY FOR ACTIONS TAKEN IN RELIANCE ON SUCH
INFORMATION.
ALL DISTRIBUTIONS MADE BY THE COLLATERAL AGENT PURSUANT TO
SECTION 8.1 AND THE OTHER PROVISIONS OF THIS AGREEMENT SHALL (SUBJECT TO ANY
DECREE OF ANY COURT OF COMPETENT JURISDICTION) BE FINAL AS BETWEEN THE
COLLATERAL AGENT AND SUCH REPRESENTATIVE, AND THE COLLATERAL AGENT SHALL HAVE NO
DUTY TO INQUIRE AS TO THE APPLICATION BY ANY REPRESENTATIVE OR SECURED PARTY OF
ANY AMOUNTS DISTRIBUTED TO IT.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
TO THE CONTRARY, UPON A DETERMINATION BY A COURT OF COMPETENT JURISDICTION
(INCLUDING ANY COURT HAVING JURISDICTION IN ANY PROCEEDING AGAINST ANY ASSIGNOR
UNDER THE BANKRUPTCY CODE) AS TO ANY DISTRIBUTIONS PAYABLE TO ANY REPRESENTATIVE
OR SECURED PARTY, ANY AND ALL SUBSEQUENT DISTRIBUTIONS WITH RESPECT TO SUCH
SECURED PARTY SHALL BE MADE IN ACCORDANCE THEREWITH.
IF, AT ANY TIME, THE
COLLATERAL AGENT REASONABLY DETERMINES IN ITS SOLE DISCRETION THAT AN ALLOCATION
OR DISTRIBUTION PREVIOUSLY MADE PURSUANT TO SECTION 8.1 OR ANY OTHER PROVISIONS
OF THIS AGREEMENT WAS BASED ON A MISTAKE OF FACT, THE COLLATERAL AGENT MAY IN
ITS DISCRETION, BUT SHALL NOT BE OBLIGATED TO, ADJUST SUBSEQUENT ALLOCATIONS AND
DISTRIBUTIONS THEREUNDER SO THAT, ON A CUMULATIVE BASIS, THE REPRESENTATIVE OR
SECURED PARTIES RECEIVE THE DISTRIBUTIONS TO WHICH THEY WOULD HAVE BEEN ENTITLED
IF SUCH MISTAKE OF FACT HAD NOT BEEN MADE.
(C)
ANY AMOUNTS HELD BY THE COLLATERAL AGENT FROM TIME TO TIME
HEREUNDER SHALL BE INVESTED IN CASH OR CASH EQUIVALENTS.
8.9
ADJUSTMENTS.
SOLELY FOR THE PURPOSE OF DETERMINING ANY ALLOCATION
BEING MADE PURSUANT TO SECTION 8.1, ANY PROCEEDS PREVIOUSLY ALLOCATED BUT NOT
DISTRIBUTED UNTIL THE DISTRIBUTION THAT IS THE SUBJECT OF THE ALLOCATION HAS
BEEN EFFECTED SHALL BE DEDUCTED FROM THE AMOUNT OF THE UNPAID SECURED
OBLIGATIONS IN RESPECT OF WHICH SUCH PROCEEDS PREVIOUSLY ALLOCATED BUT NOT
DISTRIBUTED ARE ALLOCATED.
IN THE EVENT THE COLLATERAL AGENT IS UNABLE TO
DISTRIBUTE ANY PROCEEDS, SUCH PROCEEDS NOT DISTRIBUTED SHALL BE HELD IN TRUST
FOR THE BENEFIT OF THE PERSON ENTITLED TO DISTRIBUTION THEREOF UNTIL THE
TERMINATION OF THIS AGREEMENT UNDER SECTION 12.2, AT WHICH TIME THE COLLATERAL
AGENT SHALL GIVE NOTICE TO SUCH PERSON THAT PROCEEDS ALLOCATED TO SUCH PERSON
REMAIN IN THE CUSTODY OF THE COLLATERAL AGENT, AND IF SUCH PERSON THEREAFTER
FAILS TO REQUEST A DISTRIBUTION OF SUCH PROCEEDS WITHIN ONE HUNDRED TWENTY (120)
DAYS AFTER RECEIPT BY SUCH PERSON OF SUCH NOTICE, THE COLLATERAL AGENT SHALL
DISTRIBUTE ALL SUCH PROCEEDS TO THE APPLICABLE ASSIGNOR.
8.10
SHARING ARRANGEMENTS.
(A)
THE SECURED PARTIES AGREE THAT THE PROVISIONS OF THIS AGREEMENT
WITH RESPECT TO ALLOCATIONS AND DISTRIBUTIONS OF PROCEEDS TO THE SECURED PARTIES
SHALL PREVAIL NOTWITHSTANDING ANY EVENT OR CIRCUMSTANCE, INCLUDING, WITHOUT
LIMITATION, IN THE EVENT THAT, THROUGH THE OPERATION OF ANY BANKRUPTCY,
REORGANIZATION, INSOLVENCY OR OTHER LAWS OR OTHERWISE, THE COLLATERAL AGENT'S
SECURITY INTEREST IN THE ASSETS