SUCH SALE, TRANSFER OR
164
DISPOSITION IS PERMITTED HEREBY (OR PERMITTED PURSUANT TO A WAIVER OR CONSENT OF
A TRANSACTION OTHERWISE PROHIBITED HEREBY);
(III)
AGAINST ANY COLLATERAL ACQUIRED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES AFTER THE CLOSING DATE AND AT LEAST 70% OF
THE PURCHASE PRICE THEREFOR IS WITHIN 120 DAYS OF THE ACQUISITION THEREOF
FINANCED WITH INDEBTEDNESS SECURED BY A LIEN PERMITTED BY SECTION 8.1(C);
(IV)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT
UPON THE REQUEST OF THE BORROWER, AGAINST ANY PART OF THE COLLATERAL WITH A FAIR
MARKET VALUE OF LESS THAN $10,000,000 IN THE AGGREGATE DURING THE TERM OF THIS
AGREEMENT AS SUCH FAIR MARKET VALUE MAY BE CERTIFIED TO THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT AND THE UK SECURITY TRUSTEE BY THE BORROWER IN AN
OFFICER'S CERTIFICATE ACCEPTABLE IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT AND THE UK SECURITY TRUSTEE;
(V)
AGAINST A PART OF THE COLLATERAL WHICH
RELEASE DOES NOT REQUIRE THE CONSENT OF ALL OF THE LENDERS AS SET FORTH IN
SECTION 12.1(A)(II), IF SUCH RELEASE IS CONSENTED TO BY THE REQUIRED LENDERS;
(VI)
AGAINST THE COLLATERAL CONSISTING OF
RECEIVABLES FACILITY ASSETS UPON THE ENTRY BY THE BORROWER AND/OR ITS
SUBSIDIARIES INTO A PERMITTED ACCOUNT RECEIVABLE SECURITIZATION; PROVIDED,
HOWEVER, THAT (Y) NEITHER THE ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT NOR
THE UK SECURITY TRUSTEE SHALL BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT ON TERMS
WHICH, IN ITS OPINION, WOULD EXPOSE IT TO LIABILITY OR CREATE ANY OBLIGATION OR
ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LIENS WITHOUT RECOURSE OR
WARRANTY, AND (Z) SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR
IMPAIR THE OBLIGATIONS OR ANY LIENS UPON (OR OBLIGATIONS OF THE BORROWER OR ANY
OF ITS SUBSIDIARIES IN RESPECT OF) ALL INTERESTS RETAINED BY THE BORROWER AND/OR
ANY OF ITS SUBSIDIARIES, INCLUDING (WITHOUT LIMITATION) THE PROCEEDS OF ANY
SALE, ALL OF WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE COLLATERAL; AND
(VII)
AGAINST ANY CASH COLLATERAL SECURING LC
OBLIGATIONS AS CONTEMPLATED BY SECTION 5.4 AND ARTICLE IX, UPON THE WRITTEN
REQUEST OF THE BORROWER TO THE ADMINISTRATIVE AGENT OR THE APPLICABLE FACING
AGENT, AS THE CASE MAY BE, IF AT THE TIME OF THE RELEASE OF THE LIEN THE SENIOR
SECURED LEVERAGE RATIO, ON A PRO FORMA BASIS, FOR THE TEST PERIOD FOR THE MOST
RECENTLY ENDED FISCAL QUARTER WAS NOT IN EXCESS OF 3.75 TO 1.00.
(B)
EACH OF THE LENDERS HEREBY DIRECTS THE
ADMINISTRATIVE AGENT TO (OR TO CAUSE THE ADMINISTRATIVE AGENT TO) EXECUTE AND
DELIVER OR FILE SUCH TERMINATION AND PARTIAL RELEASE STATEMENTS AND SUCH OTHER
THINGS AS ARE NECESSARY TO RELEASE LIENS TO BE RELEASED PURSUANT TO THIS
SECTION 12.15 PROMPTLY UPON THE EFFECTIVENESS OF ANY SUCH RELEASE OR ENTER INTO
INTERCREDITOR AGREEMENTS CONTEMPLATED OR PERMITTED HEREIN.
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C.
NO OBLIGATION.
NEITHER THE
ADMINISTRATIVE AGENT NOR THE COLLATERAL AGENT NOR THE UK SECURITY