PARTIAL RELEASE STATEMENTS AND SUCH OTHER THINGS AS ARE
NECESSARY TO RELEASE LIENS TO BE RELEASED PURSUANT TO THIS SECTION 12.15
PROMPTLY UPON THE EFFECTIVENESS OF ANY SUCH RELEASE OR ENTER INTO INTERCREDITOR
AGREEMENTS CONTEMPLATED OR PERMITTED HEREIN.
(C)
NO OBLIGATION.
NEITHER THE ADMINISTRATIVE AGENT NOR THE
COLLATERAL AGENT NOR THE UK SECURITY TRUSTEE SHALL HAVE ANY OBLIGATION
WHATSOEVER TO ANY LENDER OR TO ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL
EXISTS OR IS OWNED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OR IS CARED FOR,
PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE LIENS GRANTED TO THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE UK SECURITY TRUSTEE HEREIN OR
PURSUANT TO THE LOAN DOCUMENTS HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY
CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY PARTICULAR
PRIORITY, OR TO EXERCISE AT ALL OR IN ANY PARTICULAR MANNER OR UNDER ANY DUTY OF
CARE, DISCLOSURE OR FIDELITY, OR TO CONTINUE EXERCISING, ANY OF THE RIGHTS,
AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT OR THE UK SECURITY TRUSTEE IN ANY OF THE LOAN DOCUMENTS, IT
BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, OR ANY ACT,
OMISSION OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT THE COLLATERAL AGENT
OR THE UK SECURITY TRUSTEE MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS
SOLE DISCRETION, GIVEN THE ADMINISTRATIVE AGENT'S, THE COLLATERAL AGENT'S AND
THE UK SECURITY TRUSTEE'S OWN INTERESTS IN THE COLLATERAL AS ONE OF THE LENDERS
AND THAT NEITHER THE ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT NOR THE UK
SECURITY TRUSTEE SHALL HAVE ANY DUTY OR LIABILITY WHATSOEVER TO ANY LENDER,
PROVIDED, THAT, NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND THE UK SECURITY TRUSTEE SHALL BE RESPONSIBLE FOR THEIR
RESPECTIVE GROSSLY NEGLIGENT ACTIONS OR ACTIONS CONSTITUTING INTENTIONAL
MISCONDUCT.
(D)
SENIOR SECURED NOTE LIENS.
EACH LENDER HEREBY INSTRUCTS
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO ENTER INTO THE COLLATERAL
SECURITY AGREEMENT AND THE INTERCREDITOR AGREEMENT AND THE UK SECURITY TRUSTEE
TO ENTER INTO THE UK SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENT AND SUCH
AMENDMENTS OR MODIFICATIONS THERETO AND TO THE OTHER
153
SECURITY DOCUMENTS CONSISTENT HEREWITH AND AS ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT OR THE UK SECURITY TRUSTEE REASONABLY DETERMINES TO BE
NECESSARY TO CAUSE THE LIENS ON THE COLLATERAL SECURING THE OBLIGATIONS (OTHER
THAN THE CAPITAL STOCK COLLATERAL) TO BE PARI PASSU WITH THE LIENS ON THE SENIOR
SECURED NOTE OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT).
EACH
LENDER AGREES THAT IT SHALL NOT CHALLENGE OR QUESTION IN ANY PROCEEDING THE
VALIDITY OR ENFORCEABILITY OF THIS SECTION 12.15(D) OR ANY CORRESPONDING
PROVISIONS WITH RESPECT THERETO IN THE COLLATERAL SECURITY AGREEMENT OR THE
INTERCREDITOR AGREEMENT.
12.16
Effectiveness
This Agreement shall become effective on the date (the "Closing Date") on which
the Borrower and each of the Lenders shall have signed a counterpart of this
Agreement (whether the same or different counterparts) and shall have delivered
the same to