RESPECTIVE PAST, PRESENT AND FUTURE LIABILITIES
AND/OR OBLIGATIONS (BOTH ACTUAL AND CONTINGENT) AS BORROWERS OR GUARANTORS OF
THE WHOLE OR ANY PART OF ANY LIABILITIES (INCLUDING ANY LIABILITY TO ANY OTHER
MEMBER OF THE GROUP BY WAY OF GUARANTEE) AND RELEASE ANY SECURITY GRANTED BY
THAT MEMBER OF THE GROUP AND ANY OF ITS SUBSIDIARIES OVER ANY OF THEIR
RESPECTIVE ASSETS (BUT NOT THE PROCEEDS FROM THE SALE THEREOF).
The net cash proceeds of any such sale or disposal shall be applied in or
towards payment of the Liabilities in accordance with Clause 9.2 (General Order
of Application).
10.4.3
NO SUCH RELEASE UNDER CLAUSE 10.4.2 ABOVE WILL AFFECT THE
OBLIGATIONS AND/OR LIABILITIES OF:
(A)
ANY OTHER MEMBER OF THE GROUP TO ANY OF THE CREDITORS; OR
(B)
ANY INTERGROUP CREDITOR TO ANY OF THE BENEFICIARIES.
10.5
RELEASES FOLLOWING ENFORCEMENT OR DISPOSAL
(A)
IF, PURSUANT TO OR FOR THE PURPOSES OF ANY ACTION TAKEN OR TO BE
TAKEN BY THE SECURITY TRUSTEE PURSUANT HERETO, THE SECURITY TRUSTEE REQUIRES THE
RELEASE OF ANY GUARANTEES GIVEN BY ANY CHARGOR OR ANY ASSETS THE SUBJECT OF ANY
SECURITY, EACH RELEVANT PARTY TO THIS DEED SHALL PROMPTLY UPON REQUEST, ENTER
INTO ANY RELEASE AND/OR OTHER DOCUMENT AND TAKE SUCH OTHER ACTION AS THE
SECURITY TRUSTEE MAY REASONABLY REQUIRE, PROVIDED THAT SUCH ACTION BY THE
SECURITY TRUSTEE IS TAKEN IN ACCORDANCE WITH THE TERMS OF THE SENIOR DOCUMENTS
PRIOR TO THE LAST TO OCCUR OF THE SENIOR DISCHARGE DATE, THE HEDGE DISCHARGE
DATE AND THE LESSOR PARI PASSU DISCHARGE DATE OR THE SECOND LIEN DOCUMENTS AT
ANY TIME THEREAFTER.
(B)
EACH OF THE FINANCE PARTIES, THE LESSORS, THE HEDGE COUNTERPARTIES
AND THE CHARGORS HEREBY:
(I)
AGREES THAT IT SHALL NOT AT ANY TIME CHALLENGE THE VALIDITY,
ENFORCEABILITY, PRIORITY OR PERFECTION OF ANY SECURITY GRANTED IN FAVOUR OF ANY
OF THE PARTIES HERETO;
44
(II)
AGREES THAT IT SHALL NOT AT ANY TIME CHALLENGE OR TAKE ANY STEPS
WHICH MAY PREJUDICE ANY ENFORCEMENT ACTION TAKEN BY THE SECURITY TRUSTEE; AND
(III)
AUTHORISES THE SECURITY TRUSTEE TO TAKE ALL NECESSARY ACTION FOR
THE PURPOSES GIVING EFFECT TO THE RELEASES OF GUARANTEES AND/OR SECURITY
REQUIRED UNDER PARAGRAPHS (A) AND (B) OF THIS CLAUSE 10.5.
10.6
DISPOSALS
Any disposal of any shares or assets which are subject to the Security or any
release thereof from the Security which is or is to be effected at any time,
other than with respect to any enforcement action by the Security Trustee, shall
be effected in accordance with and subject to the provisions of the Senior
Finance Documents and the Second Lien Finance Documents.
11.
LEASE SECURITY
11.1
EACH LESSOR HEREBY ACKNOWLEDGES THE ENCUMBRANCES CONTAINED IN THE
SECURITY DOCUMENTS BY WHICH EACH OF THE CHARGORS HAS GRANTED SECURITY TO THE
SECURITY TRUSTEE OVER ALL ITS RIGHT, TITLE AND INTEREST IN AND TO ALL RIGHTS AND
CLAIMS TO WHICH IT IS OR MAY BECOME ENTITLED UNDER AND IN RELATION TO EACH OF
THE LEASE DOCUMENTS TO WHICH IT IS A PARTY.
11.2
NOTWITHSTANDING