of interests in this Agreement and/or any of the other Loan Documents to
such other entities (who will in turn be required to maintain confidentiality as
if they were Lenders parties to this Agreement).
In no event shall the
Administrative Agent or any Lender be obligated or required to return any such
information or other materials furnished by the Borrower.
12.15
Concerning the Collateral and the Loan Documents
(A)
AUTHORITY.
EACH LENDER AUTHORIZES AND DIRECTS DB TO ACT AS
COLLATERAL AGENT UNDER THE COLLATERAL SECURITY AGREEMENT AND OR UK SECURITY
TRUSTEE UNDER THE UK SECURITY DOCUMENTS AND TO ENTER INTO THE LOAN DOCUMENTS
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, THE COLLATERAL
SECURITY AGREEMENT) FOR THE BENEFIT OF THE LENDERS AND THE OTHER SECURED
PARTIES.
EACH LENDER AGREES THAT ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS (OR, WHERE REQUIRED BY THE EXPRESS TERMS HEREOF, A
DIFFERENT PROPORTION OF THE LENDERS) IN ACCORDANCE WITH THE PROVISIONS HEREOF OR
OF THE OTHER LOAN DOCUMENTS, AND THE EXERCISE BY THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE UK SECURITY TRUSTEE OR THE REQUIRED LENDERS (OR, WHERE SO
REQUIRED, SUCH DIFFERENT PROPORTION) OF THE POWERS SET FORTH HEREIN OR THEREIN,
TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO, SHALL BE
AUTHORIZED AND BINDING UPON ALL OF THE LENDERS. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AS THE CASE
MAY BE, SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO (I) ACT AS THE
DISBURSING AND COLLECTING AGENT FOR THE LENDERS WITH RESPECT TO ALL PAYMENTS AND
COLLECTIONS ARISING IN CONNECTION HEREWITH AND WITH THE LOAN
151
DOCUMENTS RELATING TO THE COLLATERAL; (II) EXECUTE AND DELIVER EACH LOAN
DOCUMENT RELATING TO THE COLLATERAL AND ACCEPT DELIVERY OF EACH SUCH AGREEMENT
DELIVERED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (III) ACT AS COLLATERAL
AGENT FOR THE LENDERS AND CERTAIN OTHER SECURED PARTIES FOR PURPOSES STATED IN
THE SECURITY DOCUMENTS TO THE EXTENT SUCH PERFECTION IS REQUIRED UNDER THE LOAN
DOCUMENTS, PROVIDED, HOWEVER, THE COLLATERAL AGENT HEREBY APPOINTS, AUTHORIZES
AND DIRECTS EACH LENDER TO ACT AS COLLATERAL SUB-AGENT FOR THE COLLATERAL AGENT
AND THE LENDERS FOR PURPOSES OF THE PERFECTION OF ALL SECURITY INTERESTS AND
LIENS WITH RESPECT TO THE BORROWER'S AND ITS SUBSIDIARIES' RESPECTIVE DEPOSIT
ACCOUNTS MAINTAINED WITH, AND CASH AND CASH EQUIVALENTS HELD BY, SUCH LENDER;
(IV) MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL; (V) TAKE SUCH
ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE PERFECTION AND PRIORITY OF
THE SECURITY INTERESTS AND LIENS CREATED OR PURPORTED TO BE CREATED BY THE LOAN
DOCUMENTS, AND (VI) EXCEPT AS MAY BE OTHERWISE SPECIFICALLY RESTRICTED BY THE
TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT, EXERCISE ALL REMEDIES GIVEN TO THE
ADMINISTRATIVE AGENT OR THE LENDERS WITH RESPECT TO THE COLLATERAL UNDER THE
LOAN DOCUMENTS RELATING THERETO, APPLICABLE LAW OR OTHERWISE.
(B)
RELEASE OF COLLATERAL.
(I)
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY DIRECT THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT