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 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.
20.16.
INTENTIONALLY OMITTED
20.17.
REGISTRY
The Borrower hereby designates the Administrative Agent to serve as the
Borrower's agent, solely for purposes of this Section 12.17 to maintain a
register (the "Register") on which it will record the Commitments from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect the Borrower's obligations in respect of such Loans.
With respect to any
Lender,