Common use of Disposition of Certain Collateral Without Requesting Release Clause in Contracts

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding the provisions of Sections 12.3 and 12.4 hereof, the Partnership may, pursuant to and in accordance with the Senior Note Mortgage Documents and this Indenture, without requesting the release or consent of the Trustee: (i) sell or dispose of, free from the Lien of the Senior Note Mortgage Documents, any Tangible Personal Property which, in its reasonable opinion, may have become obsolete or unfit for use or which is no longer necessary in the conduct of its businesses or the operation of the Collateral or the disposal of cash free from the Lien of the Senior Note Mortgage Documents in the ordinary course of business; (ii) alter, repair, replace, change the location or position of and add to any Tangible Personal Property; (iii) renew, extend, surrender, terminate, modify or amend any leases of Tangible Personal Property, when, in its reasonable opinion, it is prudent to do so; and (iv) enter into all non-material title encumbrances described within the definition of "Permitted Encumbrances" under the Senior Note Mortgage, and including without limitation those transactions described in Section 5.3 of the Senior Note Mortgage. (b) Notwithstanding the provisions of Subsection (a) above, (x) the Partnership shall not dispose of or transfer (by lease, assignment, sale or otherwise), or pledge, mortgage or otherwise encumber (other than Permitted Liens), Collateral pursuant to the provisions of Section 12.5(a) with a fair value to the obligor equal to 10% or more of the aggregate fair value of all Collateral then existing (as determined in the good faith judgment of the Issuer or the Partnership and, if required by the Trust Indenture Act, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4; and (y) the right of the Partnership to rely upon the provisions of Section 12.5(a) from the date of this Indenture to June 30, 1998 and for each semiannual period thereafter shall be conditioned upon the Partnership delivering to the Trustee, on or before August 31, 1998 and thereafter within 60 days following each February 28 and August 31, an Officers' Certificate to the effect that all of such dispositions by the Partnership during such semiannual period (other than those such dispositions, collections or payments wherein the Partnership has complied with Sections 12.3 and 12.4) were in the ordinary course of the Partnership's business and that the proceeds therefrom were used by the Partnership in connection with its business. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 shall be deemed not to impair the Liens of the Senior Note Mortgage Documents in contravention of the provisions of this Indenture. (d) Upon receipt of an Issuer Request, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Request, any instrument deemed by the Partnership to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 if the provisions of this Section 12.5 have been complied with.

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding the provisions of Sections 12.3 11.4, 11.5, 11.6 and 12.4 hereof11.7, the Partnership Company (or with respect to the Security Documents, the grantor of the security interest thereunder) may, pursuant to and in accordance with the Senior Note Mortgage Documents and this Indenture, without requesting or receiving the release or consent of the Trustee:Trustee (and any lender, trustee or collateral agent under any of the Security Documents): (i) sell sell, assign, transfer, license or otherwise dispose of, free from the Lien Security Interests, any personal property constituting Collateral that has become worn out, obsolete, or unserviceable, upon replacing the same with machinery or equipment constituting Collateral not necessarily of the Senior Note Mortgage Documentssame character but, any Tangible Personal at the time of such sale, assignment, transfer, license or other disposition, being of at least equal value and utility as the Property whichso disposed of, in its reasonable opinionwhich Property shall without further action become Collateral subject to the Security interests; (A) sell, may have become obsolete assign, transfer, license or unfit for use or which is no longer necessary in the conduct of its businesses or the operation of the Collateral or the disposal of cash otherwise dispose of, free from the Lien of the Senior Note Mortgage Documents Security Interests, inventory in the ordinary course of business; business and consistent with past practices, (iiB) altercollect, repairliquidate, replacesell, change factor or otherwise dispose of, free from the location Security Interests, notes receivable in the ordinary course of business and consistent with past practices or position (C) make cash payments (including repayments of and add Debt permitted to any Tangible Personal Propertybe Incurred hereby) that are not otherwise prohibited by this Indenture; (iii) renewsell, extendassign, surrenderlease, terminatelicense, modify transfer, abandon or amend any leases otherwise dispose of Tangible Personal Property(a) damaged, when, worn out or other obsolete Property in the ordinary course of business or (b) other Property certified by the Independent Engineer to be no longer necessary for the proper conduct of its reasonable opinion, it is prudent to do sobusiness; and (iv) enter into all non-material title encumbrances described within the definition of "Permitted Encumbrances" under the Senior Note Mortgage, and including without limitation those transactions described in Section 5.3 of the Senior Note Mortgage. (b) Notwithstanding the provisions of Subsection subsection (a) above, : (x) the Partnership Company (or with respect to the Security Documents, the grantor of the security interest thereunder) shall not dispose of or transfer (by lease, assignment, sale or otherwise), or pledge, mortgage or otherwise encumber (other than Permitted Liens), ) Collateral pursuant to the provisions of Section 12.5(a11.3(a)(ii) or (iii), having, in the good faith judgment of the Company (or with respect to the Security Documents, the grantor of the security interest thereunder) and, if required by the TIA, an Appraiser, a fair value to the obligor equal to 10of 5% or more of the aggregate fair value of all Collateral then existing (as determined in the good faith judgment of the Issuer or the Partnership and, if required by the Trust Indenture Act, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4Section 11.4; and (y) the right of the Partnership Company (or with respect to the Security Documents, the grantor of the security interest thereunder) to rely upon the provisions of Section 12.5(a11.3(a)(ii) and (iii) from the date of this Indenture to June 30December 31, 1998 and for each semiannual twelve-month period thereafter beginning on January 1 (a "TWELVE-MONTH PERIOD") shall be conditioned upon the Partnership Company (or with respect to the Security Documents, the grantor of the security interest thereunder) delivering to the Trustee, on or before August 31January 30, 1998 1999 and thereafter within 60 30 days following each February 28 and August 31the end of such Twelve-Month Period, an Officers' Certificate to the effect that the proceeds of all of such dispositions by the Partnership dispositions, collections and cash payments which involve Collateral during such semiannual period Twelve-Month Period (other than those such dispositions, collections or payments wherein the Partnership Company (or with respect to the Security Documents, the grantor of the security interests thereunder) has complied with Sections 12.3 and 12.4Section 11.4) were in the ordinary course of the Partnership's business and that the proceeds therefrom were used by the Partnership Company (or with respect to the Security Documents, the grantor of the security interest thereunder) in connection with its businesstheir businesses. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 11.3 shall be deemed not to impair the Liens of the Senior Note Mortgage Documents Security Interests in contravention of the provisions of this Indenture. (d) Upon receipt of an Issuer Request, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Request, any instrument deemed by the Partnership to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 if the provisions of this Section 12.5 have been complied with.

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding the provisions of Sections 12.3 and 12.4 Section 12.10 hereof, so long as the Partnership Issuer complies with the provisions of Section 12.10, either Grantor may, pursuant to and in accordance with this Indenture and the Senior Note Mortgage Documents and this Indentureother Security Documents, without requesting the release or consent of the Trustee: (i) sell or dispose ofof in the ordinary course of business, free from the Lien Liens of the Senior Note Mortgage Security Documents, any Tangible Personal Property machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which, in its reasonable opinion, may have become obsolete or unfit for use or which is no longer necessary in the conduct of its businesses or the operation of the Collateral upon replacing the same with or substituting for the disposal same, within 12 months before or after the sale or disposition, new property constituting Collateral not necessarily of cash free from the same character but being of at least reasonably equivalent value as the Subject Property so disposed of, so long as such new property becomes subject to the Lien of the Senior Note Mortgage Documents Security Documents, which new property shall without further action become Collateral subject to the Lien of the Security Documents; (ii) abandon, sell, assign, transfer, license or otherwise dispose of in the ordinary course of business any personal property the use of which is no longer necessary or desirable in the proper conduct of the business of the Grantor and the maintenance of its earnings and is not material to the conduct of the business of the Grantors and their Subsidiaries taken as a whole; (iii) grant in the ordinary course of business, rights-of-way and easements over or in respect of any of the Collateral if such grants would not, in the opinion of the Issuer's management, impair the usefulness of such property in the conduct of the Issuer's business and will not be prejudicial to the interests of the Securityholders; (iv) sell, transfer or otherwise dispose of Inventory in the ordinary course of business; or (v) sell, collect, liquidate, securitize, factor or otherwise dispose of Accounts and Accounts Receivable in the ordinary course of business; (iivi) alter, repair, replace, change make cash payments (including for the location scheduled repayment of indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business or position of otherwise in connection with the Issuer's business if such payments are not otherwise prohibited by this Indenture and add to any Tangible Personal Property;the Security Documents; or (iiivii) renewsell or transfer any Collateral if the sale, extend, surrender, terminate, modify transfer or amend any leases of Tangible Personal Property, when, in its reasonable opinion, it disposal is prudent to do so; and (iv) enter into all non-material title encumbrances described within approved by the definition of "Permitted Encumbrances" under Priority Securityholders having a lien on such Collateral and the Senior Note Mortgage, and including without limitation those transactions described in Section 5.3 proceeds of the sale or transfer is used to repay Senior Note MortgageDebt after deduction of all expenses related to the sale or transfer. (b) Notwithstanding the provisions of Subsection (a) above, (x) the Partnership a Grantor shall not dispose of or transfer (by lease, assignment, sale or otherwise), or pledge, mortgage or otherwise encumber (other than Permitted Liensliens permitted by Section 3.9 of this Indenture), Collateral (other than cash) pursuant to the provisions of Section 12.5(aSubsection (a) above with a fair value to the obligor Issuer equal to 10% or more of the aggregate fair value principal amount of all Collateral the Securities then existing outstanding (as determined in the good faith judgment of the Issuer or the Partnership Grantor and, if required by the Trust Indenture Act, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4Section 12.10 hereof; and (y) the right of the Partnership either Grantor to rely upon the provisions of Section 12.5(aSubsection (a) above from the date of this Indenture to June 30December 31, 1998 2000 and for each semiannual period thereafter shall be conditioned upon the Partnership Issuer and the Subsidiary Guarantor delivering to the Trustee, on or before August 31February 28, 1998 2001 and thereafter within 60 days following each February 28 June 30 and August December 31, an Officers' Officer's Certificate to the effect that all of such dispositions by the Partnership either Grantor of Collateral other than cash during such preceding semiannual period ending on such dates (other than those such dispositions, collections or payments wherein the Partnership has Issuer and the Subsidiary Guarantor have complied with Sections 12.3 and 12.4Section 12.10 hereof) were in the ordinary course of the Partnership's business accordance with Section 12.11(a) and that the proceeds therefrom were used by the Partnership Grantor in connection with its business. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 12.11 shall be deemed not to impair the Liens of the Senior Note Mortgage Security Documents in contravention of the provisions of this Indenture. (d) Upon receipt of an any Issuer Requestrequest and subject to Section 314(c) of the Trust Indenture Act, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Requestrequest, any instrument deemed by the Partnership Issuer to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 12.11 if the provisions of this Section 12.5 12.11 have been complied with.

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding the provisions of Sections 12.3 and 12.4 hereof, the Partnership may, pursuant to and in accordance with the Senior TCHI Note Mortgage Documents and this Indenture, without requesting the release or consent of the Trustee: (i) sell or dispose of, free from the Lien of the Senior TCHI Note Mortgage Documents, any Tangible Personal Property which, in its reasonable opinion, may have become obsolete or unfit for use or which is no longer necessary in the conduct of its businesses or the operation of the Collateral or the disposal of cash free from the Lien of the Senior TCHI Note Mortgage Documents in the ordinary course of business; (ii) alter, repair, replace, change the location or position of and add to any Tangible Personal Property; (iii) renew, extend, surrender, terminate, modify or amend any leases of Tangible Personal Property, when, in its reasonable opinion, it is prudent to do so; and (iv) enter into all non-material title encumbrances described within the definition of "Permitted Encumbrances" under the Senior Partnership Upstream Note Mortgage, and including without limitation those transactions described in Section 5.3 of the Senior Partnership Upstream Note Mortgage. (b) Notwithstanding the provisions of Subsection (a) above, (x) the Partnership shall not dispose of or transfer (by lease, assignment, sale or otherwise), or pledge, mortgage or otherwise encumber (other than Permitted Liens), Collateral pursuant to the provisions of Section 12.5(a) with a fair value to the obligor equal to 10% or more of the aggregate fair value of all Collateral then existing (as determined in the good faith judgment of the Issuer or the Partnership and, if required by the Trust Indenture Act, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4; and (y) the right of the Partnership to rely upon the provisions of Section 12.5(a) from the date of this Indenture to June 30, 1998 and for each semiannual period thereafter shall be conditioned upon the Partnership delivering to the Trustee, on or before August 31, 1998 and thereafter within 60 days following each February 28 and August 31, an Officers' Certificate to the effect that all of such dispositions by the Partnership during such semiannual period (other than those such dispositions, collections or payments wherein the Partnership has complied with Sections 12.3 and 12.4) were in the ordinary course of the Partnership's business and that the proceeds therefrom were used by the Partnership in connection with its business. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 shall be deemed not to impair the Liens of the Senior TCHI Note Mortgage Documents in contravention of the provisions of this Indenture. (d) Upon receipt of an Issuer Request, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Request, any instrument deemed by the Partnership to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 if the provisions of this Section 12.5 have been complied with.

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding In the case of transactions permitted by Section 12.04(c) hereof, the Issuers and the Guarantors shall deliver to the Trustee, within 15 days after the end of each of the six-month periods ended on June 30 and December 31 in each year, an Officers’ Certificate to the effect that all transactions effected pursuant to Section 12.04(c) hereof during the preceding six-month period were made in the ordinary course of business and that all proceeds therefrom were used by the Issuers and the Guarantors as permitted herein. The Issuers shall provide the Trustee with a copy of any exemption granted by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to such exemption. (b) The fair value of Collateral released from the Liens granted under the Collateral Agreements pursuant to Section 12.04(c) hereof shall not be considered in determining whether the aggregate fair value of Collateral released from the Liens granted under the Collateral Agreements in any calendar year exceeds the 10% threshold specified in Section 314(d)(1) of the TIA; provided that the Issuers’ and the Guarantors’ right to rely on this sentence at any time is conditioned upon the Issuers and the Guarantors having furnished to the Trustee all certificates described in Section 12.04(a) hereof that were required to be furnished to the Trustee at or prior to such time. (c) As long as the Issuers and the Guarantors are in compliance with the provisions of Sections 12.3 and 12.4 Section 12.04(a) hereof, the Partnership Issuers and the Guarantors may, pursuant to and in accordance with this Indenture and the Senior Note Mortgage Documents and this IndentureCollateral Agreements, without requesting the release or consent of the Trustee: (i) sell or dispose of, of in the ordinary course of business free from the Lien of Liens granted under the Senior Note Mortgage DocumentsCollateral Agreements, any Tangible Personal Property machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property (“Subject Property”) which, in its reasonable opinion, may have become obsolete obsolete, worn-out, surplus or unfit for use or which is no longer necessary used in the conduct of its businesses or the operation granted under the Collateral Agreement upon replacing the same with, or substituting for the same, new Subject Property constituting Collateral not necessarily of the same character but being of at least equal value and utility as the Subject Property so disposed of as long as such new Subject Property becomes subject to the Liens granted under the Collateral Agreements, which new subject Property shall without further action become Collateral subject to the Liens granted under the Collateral Agreements; (ii) abandon, sell, assign, transfer, license or otherwise dispose of in the ordinary course of business any personal property the use of which is no longer necessary or desirable in the proper conduct of the business of the Parent and/or the Issuers and the maintenance of its earnings and is not material to the conduct of the business of the Issuers and their Subsidiaries taken as a whole or the disposal Parent and its Subsidiaries taken as a whole, as the case may be; (iii) [intentionally omitted] (iv) sell, transfer or otherwise dispose of cash free from the Lien of the Senior Note Mortgage Documents inventory in the ordinary course of business; (iiv) altersell, repaircollect, replaceliquidate, change factor or otherwise dispose of Accounts (as defined in the location or position Security Agreement) and accounts receivable in the ordinary course of and add to any Tangible Personal Property; (iii) renew, extend, surrender, terminate, modify or amend any leases of Tangible Personal Property, when, in its reasonable opinion, it is prudent to do sobusiness; and (ivvi) enter into all non-material title encumbrances described within make cash payments (including for the definition scheduled repayment of "Permitted Encumbrances" Indebtedness) from cash that is at any time part granted under the Senior Note Mortgage, and including without limitation those transactions described Collateral in Section 5.3 the ordinary course of the Senior Note Mortgagebusiness that are not otherwise prohibited by this Indenture or any Collateral Agreement. (bd) Notwithstanding To the provisions of Subsection (aextent the Issuers have not complied with Section 12.04(a) abovehereof, (x) the Partnership Issuers shall not dispose of or transfer (by lease, assignment, sale or otherwise), in any transaction or pledge, mortgage or otherwise encumber (other than Permitted Liens)any series of related transactions, Collateral pursuant to the provisions of Section 12.5(a12.04(c) hereof with a fair value to the obligor equal to 10% or more of the aggregate fair value outstanding principal amount of all Collateral then existing the Notes (as determined in the good faith judgment of the Issuer or the Partnership Issuers and, if required by the Trust Indenture ActTIA, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4; and (y) the right of the Partnership to rely upon the provisions of Section 12.5(a) from the date of this Indenture to June 30, 1998 and for each semiannual period thereafter shall be conditioned upon the Partnership delivering to the Trustee, on or before August 31, 1998 and thereafter within 60 days following each February 28 and August 31, an Officers' Certificate to the effect that all of such dispositions by the Partnership during such semiannual period (other than those such dispositions, collections or payments wherein the Partnership has complied with Sections 12.3 and 12.4) were in the ordinary course of the Partnership's business and that the proceeds therefrom were used by the Partnership in connection with its business. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 shall be deemed not to impair the Liens of the Senior Note Mortgage Documents in contravention of the provisions of this Indenture. (d) Upon receipt of an Issuer Request, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Request, any instrument deemed by the Partnership to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 if the provisions of this Section 12.5 have been complied with.

Disposition of Certain Collateral Without Requesting Release. (a) Notwithstanding In the case of transactions permitted by Section 12.04(c) hereof, the Issuers shall deliver to the Trustee, within 15 days after the end of each of the six-month periods ended on June 30 and December 31 in each year, an Officers' Certificate to the effect that all transactions effected pursuant to Section 12.04(c) hereof during the preceding six-month period were made in the ordinary course of business and that all proceeds therefrom were used by the Issuers as permitted herein. The Issuers shall provide the Trustee with a copy of any exemption granted by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to such exemption. (b) The fair value of Collateral released from the Liens granted under the Collateral Agreements pursuant to Section 12.04(c) hereof shall not be considered in determining whether the aggregate fair value of Collateral released from the Liens granted under the Collateral Agreements in any calendar year exceeds the 10% threshold specified in Section 314(d)(1) of the TIA; provided that the Issuers' right to rely on this sentence at any time is conditioned upon the Issuers having furnished to the Trustee all certificates described in Section 12.04(a) hereof that were required to be furnished to the Trustee at or prior to such time. (c) As long as the Issuers are in compliance with the provisions of Sections 12.3 and 12.4 Section 12.04(a) hereof, the Partnership Issuers may, pursuant to and in accordance with this Indenture and the Senior Note Mortgage Documents and this IndentureCollateral Agreements, without requesting the release or consent of the Trustee: (i) sell or dispose of, of in the ordinary course of business free from the Lien of Liens granted under the Senior Note Mortgage DocumentsCollateral Agreements, any Tangible Personal Property machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which, in its reasonable opinion, may have become obsolete obsolete, worn-out, surplus or unfit for use or which is no longer necessary used in the conduct of its businesses or the operation granted under the Collateral upon replacing the same with, or substituting for the same, new Subject Property constituting Collateral not necessarily of the same character but being of at least equal value and utility as the Subject Property so disposed of as long as such new Subject Property becomes subject to the Liens granted under the Collateral Agreements, which new subject Property shall without further action become Collateral subject to the Liens granted under the Collateral Agreements; (ii) abandon, sell, assign, transfer, license or otherwise dispose of in the disposal ordinary course of cash free from business any personal property the Lien use of which is no longer necessary or desirable in the proper conduct of the Senior Note Mortgage Documents business of the Issuers and the maintenance of its earnings and is not material to the conduct of the business of the Issuers and their Subsidiaries taken as a whole; (iii) grant in the ordinary course of business, rights-of-way and easements over or in respect of any of the Issuers' real property, provided that such grant will not, in the reasonable opinion of the Issuers' Boards of Directors, impair the usefulness of such property in the conduct of the Issuers' business, and will not be prejudicial to the interests of the Holders; (iv) sell, transfer or otherwise dispose of inventory in the ordinary course of business; (iiv) altersell, repaircollect, replaceliquidate, change factor or otherwise dispose of Accounts (as defined in the location or position Security Agreement) and accounts receivable in the ordinary course of and add to any Tangible Personal Property; (iii) renew, extend, surrender, terminate, modify or amend any leases of Tangible Personal Property, when, in its reasonable opinion, it is prudent to do sobusiness; and (ivvi) enter into all non-material title encumbrances described within make cash payments (including for the definition scheduled repayment of "Permitted Encumbrances" Indebtedness) from cash that is at any time part granted under the Senior Note Mortgage, and including without limitation those transactions described Collateral in Section 5.3 the ordinary course of the Senior Note Mortgagebusiness that are not otherwise prohibited by this Indenture or any Collateral Agreement. (bd) Notwithstanding To the provisions of Subsection (aextent the Issuers have not complied with Section 12.04(a) abovehereof, (x) the Partnership Issuers shall not dispose of or transfer (by lease, assignment, sale or otherwise), in any transaction or pledge, mortgage or otherwise encumber (other than Permitted Liens)any series of related transactions, Collateral pursuant to the provisions of Section 12.5(a12.04(c) hereof with a fair value to the obligor equal to 10% or more of the aggregate fair value outstanding principal amount of all Collateral then existing the Notes (as determined in the good faith judgment of the Issuer or the Partnership Issuers and, if required by the Trust Indenture ActTIA, an independent appraiser), in any transaction or any series of related transactions without complying with Sections 12.3 and 12.4; and (y) the right of the Partnership to rely upon the provisions of Section 12.5(a) from the date of this Indenture to June 30, 1998 and for each semiannual period thereafter shall be conditioned upon the Partnership delivering to the Trustee, on or before August 31, 1998 and thereafter within 60 days following each February 28 and August 31, an Officers' Certificate to the effect that all of such dispositions by the Partnership during such semiannual period (other than those such dispositions, collections or payments wherein the Partnership has complied with Sections 12.3 and 12.4) were in the ordinary course of the Partnership's business and that the proceeds therefrom were used by the Partnership in connection with its business. (c) Any disposition of Collateral made in compliance with the provisions of this Section 12.5 shall be deemed not to impair the Liens of the Senior Note Mortgage Documents in contravention of the provisions of this Indenture. (d) Upon receipt of an Issuer Request, the Trustee shall execute and deliver, within five business days from the receipt of the Issuer Request, any instrument deemed by the Partnership to be necessary or appropriate to dispose of portions of the Collateral pursuant to this Section 12.5 if the provisions of this Section 12.5 have been complied with.