OF THE WHOLE OF THIS SECTION 11.10;
(II) ALL THE POWERS OF AN ABSOLUTE OWNER OF THE SECURITY CONSTITUTED BY THE UK
SECURITY DOCUMENTS AND (III) ALL THE RIGHTS, REMEDIES AND POWERS GRANTED
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TO IT AND BE SUBJECT TO ALL THE OBLIGATIONS AND DUTIES OWED BY IT UNDER THE UK
SECURITY DOCUMENTS AND/OR ANY OF THE LOAN DOCUMENTS.
B.
EACH LENDER, THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT HEREBY APPOINT THE UK SECURITY TRUSTEE TO ACT AS ITS
TRUSTEE UNDER AND IN RELATION TO THE UK SECURITY DOCUMENTS AND TO HOLD THE
ASSETS SUBJECT TO THE SECURITY THEREBY CREATED AS TRUSTEE FOR ITSELF AND OTHER
SECURED PARTIES ON THE TRUSTS AND OTHER TERMS CONTAINED IN THE UK SECURITY
DOCUMENTS AND THE ADMINISTRATIVE AGENT AND EACH SECURED PARTY HEREBY IRREVOCABLY
AUTHORIZE THE UK SECURITY TRUSTEE TO EXERCISE SUCH RIGHTS, REMEDIES, POWERS AND
DISCRETIONS AS ARE SPECIFICALLY DELEGATED TO THE UK SECURITY TRUSTEE BY THE
TERMS OF THE UK SECURITY DOCUMENTS TOGETHER WITH ALL SUCH RIGHTS, REMEDIES,
POWERS AND DISCRETIONS AS ARE REASONABLY INCIDENTAL THERETO.
C.
ANY REFERENCE IN THIS AGREEMENT TO LIENS
STATED TO BE IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT SHALL
BE CONSTRUED SO AS TO INCLUDE A REFERENCE TO LIENS GRANTED IN FAVOR OF THE UK
SECURITY TRUSTEE.
D.
THE LENDERS AGREE THAT AT ANY TIME THAT
THE UK SECURITY TRUSTEE SHALL BE A PERSON OTHER THAN THE ADMINISTRATIVE AGENT OR
THE COLLATERAL AGENT, SUCH OTHER PERSON SHALL HAVE THE RIGHTS, REMEDIES,
BENEFITS AND POWERS GRANTED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT
IN ITS CAPACITY AS THE UK SECURITY TRUSTEE IN THIS AGREEMENT.
E.
NOTHING IN THIS SECTION 11.10 SHALL
REQUIRE THE UK SECURITY TRUSTEE TO ACT AS A TRUSTEE AT COMMON LAW OR TO BE
HOLDING ANY PROPERTY ON TRUST, IN ANY JURISDICTION OUTSIDE THE UNITED STATES OR
THE UNITED KINGDOM WHICH MAY NOT OPERATE UNDER PRINCIPLES OF TRUST OR WHERE SUCH
TRUST WOULD NOT BE RECOGNIZED OR ITS EFFECTS WOULD NOT BE ENFORCEABLE.
19.11.
THE JOINT LEAD ARRANGERS, JOINT BOOK RUNNERS, CO-SYNDICATION
AGENTS, CO-DOCUMENTATION AGENTS AND SENIOR MANAGING AGENTS.
Notwithstanding any other provision of this Agreement or any provision of any
other Loan Document, each of the Joint Lead Arrangers, Joint Book Runners,
Co-Syndication Agents, Co-Documentation Agents and Senior Managing Agents are
named as such for recognition purposes only, and in their respective capacities
as such shall have no powers, duties, responsibilities or liabilities with
respect to this Agreement or the other Loan Documents or the transactions
contemplated hereby and thereby; it being understood and agreed that the Joint
Lead Arrangers, Joint Book Runners, Co-Syndication Agents, Co-Documentation
Agents and Senior Managing Agents shall be entitled to all indemnification and
reimbursement rights in favor of "Agents" as provided for under Section 11.5.
Without limitation of the foregoing, none of Joint Lead Arrangers, Joint Book
Runners, Co-Syndication Agents, Co-Documentation Agents and Senior Managing
Agents shall, solely by reason of this Agreement or any other Loan Documents,
have any fiduciary relationship in