assignment or grant of a participation by any of the Lenders 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,
148
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.
(I)
THE ADMINISTRATIVE AGENT