AGENT TO NOTIFY THE CHARGOR
OF THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED.
28.
THE COLLATERAL AGENT; LIMITATION ON DUTY OF
COLLATERAL AGENT IN RESPECT OF CHARGED ASSETS.
28.1
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE
OBLIGATIONS OF THE COLLATERAL AGENT AS HOLDER OF THE CHARGED ASSETS AND
INTERESTS THEREIN AND WITH RESPECT TO THE DISPOSITION THEREOF, AND OTHERWISE
UNDER THIS DEED, ARE ONLY THOSE EXPRESSLY SET FORTH IN THIS DEED AND IN THE
INDENTURE.
THE COLLATERAL AGENT SHALL ACT HEREUNDER ON THE TERMS AND CONDITIONS
SET FORTH HEREIN AND IN ARTICLES 7 AND 11 OF THE INDENTURE.
THE COLLATERAL
AGENT WILL BE SUBJECT TO SUCH DIRECTIONS AS MAY BE GIVEN TO IT BY THE
NOTEHOLDERS OR THE TRUSTEE FROM TIME TO TIME (AS REQUIRED OR PERMITTED BY THE
INDENTURE).
EXCEPT AS DIRECTED BY THE NOTEHOLDERS OR THE TRUSTEE AS REQUIRED OR
PERMITTED BY THE INDENTURE OR AS REQUIRED OR PERMITTED BY THE SECURITY
DOCUMENTS, THE COLLATERAL AGENT WILL NOT BE OBLIGATED (I) TO ACT UPON DIRECTIONS
PURPORTED TO BE DELIVERED TO IT BY ANY OTHER PERSON, (II) TO FORECLOSE UPON OR
OTHERWISE ENFORCE ANY CHARGE, OR (III) TO GIVE ANY CONSENTS, MAKE ANY
DETERMINATION, EXERCISE ITS DISCRETION OR TAKE ANY OTHER ACTION WHATSOEVER WITH
REGARD TO ANY OR ALL OF THE CHARGES, THE SECURITY DOCUMENTS, OR THE CHARGED
ASSETS.
NO PROVISION OF THIS DEED WILL REQUIRE THE COLLATERAL AGENT TO EXPEND
OR RISK ITS OWN FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ITS RIGHTS OR POWERS,
UNLESS IT RECEIVES FROM THE NOTEHOLDERS INDEMNITY SATISFACTORY TO IT AGAINST ANY
LOSS, LIABILITY OR EXPENSE.
28.2
IN ACTING AS COLLATERAL AGENT, THE COLLATERAL AGENT
MAY RELY UPON AND ENFORCE FOR ITS OWN BENEFIT EACH AND ALL OF THE RIGHTS,
POWERS, IMMUNITIES, INDEMNITIES AND BENEFITS OF THE TRUSTEE UNDER ARTICLES 7 AND
11 OF THE INDENTURE, EACH OF WHICH SHALL ALSO BE DEEMED TO BE FOR THE BENEFIT OF
THE COLLATERAL AGENT.
29.
INTERCREDITOR AGREEMENT
THE SECURITY INTERESTS CREATED BY THIS DEED ON THE CHARGED ASSETS ARE JUNIOR AND
SUBORDINATE TO THE SECURITY INTERESTS ON SUCH CHARGED ASSETS CREATED BY ANY
SIMILAR INSTRUMENT NOW OR HEREAFTER GRANTED TO ANY FIRST PRIORITY
REPRESENTATIVE, IN SUCH PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EXERCISE
OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER IS SUBJECT TO THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE TERMS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN.
25
This Deed has been entered into on the date stated at the beginning of this
Deed.
26
SCHEDULE 1
RIGHTS OF RECEIVERS
Subject to the terms, conditions and provisions of the Intercreditor Agreement,
any Receiver appointed pursuant to Clause 8 (Appointment and Rights of
Receivers) shall have the right, either in its own name or in the name of the
Chargor or