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):
(A)
AGAINST ALL OF THE COLLATERAL, UPON FINAL AND INDEFEASIBLE PAYMENT
IN FULL OF THE LOANS AND OBLIGATIONS AND TERMINATION HEREOF;
(B)
AGAINST ANY PART OF THE COLLATERAL SOLD, TRANSFERRED OR DISPOSED
OF BY THE BORROWER OR ANY OF ITS SUBSIDIARIES TO THE EXTENT SUCH SALE, TRANSFER
OR DISPOSITION IS PERMITTED HEREBY (OR PERMITTED PURSUANT TO A WAIVER OR CONSENT
OF A TRANSACTION OTHERWISE PROHIBITED HEREBY);
(C)
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);
(D)
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;
152
(E)
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; AND
(F)
AGAINST THE COLLATERAL CONSISTING OF RECEIVABLES FACILITY ASSETS
UPON THE ENTRY BY THE BORROWER AND/OR ITS SUBSIDIARIES INTO A PERMITTED ACCOUNT
RECEIVABLE SECURITIZATION AND COMPLIANCE BY THE BORROWER WITH THE PROVISIONS OF
SECTION 4.4(F) HEREOF; 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.
(II)
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