THE SECURITY TRUSTEE AND THE OTHER LESSORS WILL, ON REQUEST FROM
THAT LESSOR, RELEASE ITS SECURITY OVER THAT CREDIT BALANCE.
10.2
NO ENFORCEMENT
Except as provided in Clause 8 (Enforcement) the Security Trustee may, in
accordance with the instructions of the Instructing Party, refrain from
enforcing the security conferred by the Security as long as it sees fit.
10.3
MANNER OF ENFORCEMENT
If the Security Trustee does enforce the Security it may do so in such manner as
it sees fit and solely having regard to the interest of the Beneficiaries.
The
Security Trustee shall not be responsible to any Beneficiary for any failure to
enforce or to maximise the proceeds of any enforcement, and may cease any such
enforcement at any time.
10.4
AUTHORISATION TO SECURITY TRUSTEE IN RELATION TO ENFORCEMENT ACTION
10.4.1
SUBJECT TO THE TERMS OF THE SENIOR DOCUMENTS, AT ANY TIME AFTER A
SENIOR DEFAULT HAS OCCURRED AND WHILST IT IS CONTINUING, THE SECURITY TRUSTEE
MAY TAKE SUCH STEPS AS IT DEEMS NECESSARY OR ADVISABLE:
(A)
TO PERFECT OR ENFORCE ANY OF THE SECURITY GRANTED IN ITS FAVOUR;
(B)
TO EFFECT ANY DISPOSAL OF ANY ASSET UNDER ANY SECURITY DOCUMENT OR
ANY REALISATION OR ENFORCEMENT OF ANY OF THE SENIOR INDEBTEDNESS (INCLUDING BY
ANY ACCELERATION THEREOF);
(C)
TO COLLECT AND RECEIVE ANY AND ALL PAYMENTS OR DISTRIBUTIONS WHICH
MAY BE PAYABLE OR DELIVERABLE IN RELATION TO ANY OF THE SENIOR INDEBTEDNESS; OR
(D)
OTHERWISE TO GIVE EFFECT TO THE INTENT OF THIS DEED,
(each, an "Enforcement Action") provided always that:
(I)
THE SECURITY TRUSTEE MAY REFRAIN FROM ENFORCING THE SECURITY
UNLESS AND UNTIL INSTRUCTED TO DO SO BY THE INSTRUCTING PARTY; AND
(II)
IF THE INSTRUCTING PARTY INSTRUCTS THE SECURITY TRUSTEE TO
ENFORCE THE SECURITY, IT MAY DO SO IN SUCH MANNER AS IT DEEMS FIT, HAVING REGARD
SOLELY TO THE INTERESTS OF THE BENEFICIARIES.
NEITHER THE SECURITY TRUSTEE, THE
SENIOR AGENTS NOR ANY OTHER FINANCE PARTY OR HEDGE COUNTERPARTY SHALL BE
RESPONSIBLE TO ANY OTHER CREDITOR FOR ANY FAILURE TO ENFORCE OR TO MAXIMISE THE
PROCEEDS OF ANY ENFORCEMENT, AND MAY CEASE ANY SUCH ENFORCEMENT AT ANY TIME.
10.4.2
IF IN CONNECTION WITH ANY ENFORCEMENT ACTION ABOVE:
(A)
EITHER THE SECURITY TRUSTEE (OR ANY RECEIVER OR ANY ADMINISTRATOR)
SELLS OR OTHERWISE DISPOSES OF (OR PROPOSES TO SELL OR OTHERWISE DISPOSE OF) ANY
ASSET UNDER ANY SECURITY DOCUMENT; OR
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(B)
A MEMBER OF THE GROUP SELLS OR OTHERWISE DISPOSES OF (OR PROPOSES
TO SELL OR OTHERWISE DISPOSE OF) ANY ASSET AT THE REQUEST OF THE SECURITY
TRUSTEE (ACTING ON THE INSTRUCTIONS OF THE INSTRUCTING PARTY),
the Security Trustee may and is hereby irrevocably authorised on behalf of each
party to this Deed to:
(I)
RELEASE THE SECURITY OVER THE RELEVANT ASSET (BUT NOT THE
PROCEEDS FROM THE SALE THEREOF); AND
(II)
IF THE RELEVANT ASSET COMPRISES ALL OF THE SHARES IN THE CAPITAL
OF A MEMBER OF THE GROUP, RELEASE THAT MEMBER OF THE GROUP AND ANY OF ITS
SUBSIDIARIES FROM ALL OF THEIR