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 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.
(A)
THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY DIRECT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE UK SECURITY
TRUSTEE, AS THE CASE MAY BE, TO RELEASE, IN ACCORDANCE WITH THE TERMS HEREOF,
ANY LIEN HELD BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE UK
SECURITY TRUSTEE, AS THE CASE MAY BE, FOR THE BENEFIT OF THE SECURED PARTIES
(AND IN THE CASE OF A SALE OF ALL OF THE ASSETS OR CAPITAL STOCK OF A SUBSIDIARY
UNDER CLAUSE (B) BELOW, TO RELEASE THE AFFECTED SUBSIDIARY FROM ITS GUARANTY):
(I)
AGAINST ALL OF THE COLLATERAL, UPON
FINAL AND INDEFEASIBLE PAYMENT IN FULL OF THE LOANS AND OBLIGATIONS AND
TERMINATION HEREOF;
(II)
AGAINST ANY PART OF THE COLLATERAL SOLD,
TRANSFERRED OR DISPOSED OF BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE
EXTENT