Common use of Disposition of Collateral Without Release Clause in Contracts

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.4, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments which has become worn out or obsolete and which either has an aggregate Fair Market Value of $100,000 per year or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments as after-acquired property; abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Instruments; surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments which it may own or under which it may be operating; altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be otherwise impaired; granting a nonexclusive license of any intellectual property; and abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.4, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments which has become worn out or obsolete and which either has an aggregate Fair Market Value of $100,000 per year or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments as after-acquired property; abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Instruments; surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments which it may own or under which it may be operating; altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, INDENTURE (16% Junior Subordinated) tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be otherwise impaired; granting a nonexclusive license of any intellectual property; and abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated).

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.410.05 and subject to Sections 10.07 and 13.01 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer the Company and the Subsidiary Guarantors may, without any prior release or consent by the Trustee, conduct ordinary course activities in respect of the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of $100,000 per year or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments Collateral Documents on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments Collateral Documents on such property, (2) does not comply with the terms of this Indenture and the Security Instruments Collateral Documents or (3) otherwise impairs the Lien of the Security InstrumentsCollateral Documents; (E) demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value fair market value in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede the Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the SecuritiesNotes, will not thereby be otherwise impaired; (F) granting a nonexclusive license of any intellectual property; and (G) abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)business of the Company or its Subsidiaries.

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.411.05 and subject to Section 11.07 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer the Company and the Guarantors may, without any prior release or consent by Trusteethe Collateral Agent, conduct ordinary course activities in respect of the Collateral not constituting Asset Dispositions which do not individually or in the aggregate adversely affect the value of the CollateralCollateral taken as a whole, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of [$100,000 per year 100,000] or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes results in such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered becoming unperfected or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security InstrumentsCollateral Documents; (E) demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a resolution of the Board Resolution of Directors delivered to the Trustee Collateral Agent if it involves Collateral having a Fair Market Value fair market value in excess of [$100,000]) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trusteethe Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the SecuritiesNotes, will not thereby be otherwise impaired; (F) granting a nonexclusive license of any intellectual property; and (G) abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)business of the Company or its Subsidiaries.

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.411.05 and subject to Section 11.07 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer the Company and the Guarantors may, without any prior release or consent by Trusteethe Collateral Agent, conduct ordinary course activities in respect of the Collateral not constituting Asset Dispositions which do not individually or in the aggregate adversely affect the value of the CollateralCollateral taken as a whole, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of $100,000 per year 1.0 million or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancellingcanceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes results in such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered becoming unperfected or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security InstrumentsCollateral Documents; (E) demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a resolution of the Board Resolution of Directors delivered to the Trustee Collateral Agent if it involves Collateral having a Fair Market Value fair market value in excess of $100,0001.0 million) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trusteethe Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the SecuritiesNotes, will not thereby be otherwise impaired; (F) granting a nonexclusive license of any intellectual property; and (G) abandoning intellectual property which has become obsolete and not used in the businessbusiness of the Company or its Subsidiaries. INDENTURE (15% Senior Subordinated)84

Disposition of Collateral Without Release. Notwithstanding Subject to and in accordance with the provisions of Section 8.4, this Indenture and the Security Documents and so long as no Default or Event of Default shall have has occurred and be is continuing or would result therefromresult, Issuer the Corporation, each Restricted Subsidiary and each Unrestricted Subsidiary, may, without any prior release or consent by the Trustee, (a) conduct ordinary course activities in respect of the Collateral which that do not individually or in the aggregate adversely affect the value of the Collateral, including including: selling or otherwise disposing ofof Cash Equivalents; selling or otherwise disposing of inventory in the ordinary course of business; collecting, selling or otherwise disposing of accounts receivable in any single transaction the ordinary course of business; selling or series otherwise disposing of related transactions, any property subject to the Lien of this the Indenture or and the Security Instruments Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value is no longer used or useful in the operation of $100,000 per year the Corporation’s or less the Restricted Subsidiaries business or which is replaced through the replacement by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments as after-acquired propertyvalue; abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsDocuments; surrendering or modifying any franchise, license licence or permit subject to the Lien of this Indenture or any of the Security Instruments Documents which it may own or under which it may be operating; altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, fixtures and appurtenances, provided, however that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, tearing down or scrapping any Collateral fixed asset or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be otherwise impairedthereof; granting a nonexclusive license of any intellectual property; and abandoning intellectual property which that has become obsolete and not used in the business. INDENTURE ; and (15% Senior Subordinated)b) sell or otherwise dispose of any Collateral provided such sale or disposition is in accordance with the terms of this Indenture and of the Security Documents.

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.410.07 and subject to Sections 10.09 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Issuer and the Guarantors may, without any prior release or consent by the Trustee, conduct ordinary course activities in respect of the Collateral which do not individually or in the aggregate adversely affect the Lien on, security interest in or on, or the value of the Collateral, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of $100,000 per year 1,000,000 or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments Collateral Documents on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments Collateral Documents on such property, (2) does not comply with the terms of this Indenture and the Security Instruments Collateral Documents or (3) otherwise impairs the Lien of the Security InstrumentsCollateral Documents; (E) demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company Issuer (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having having, a Fair Market Value fair market value in excess of $100,0001,000,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyIssuer, will not interfere with or impede the Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the SecuritiesNotes, will not thereby be otherwise impaired; (F) granting a nonexclusive license of any intellectual property; and (G) abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)business of the Issuer or its Subsidiaries.

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.410.05 and subject to Sections 10.07 and 13.01 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer the Company and the Subsidiary Guarantors may, without any prior release or consent by the Trustee, conduct ordinary course activities in respect of the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of $100,000 per year or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancelling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments Collateral Documents on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be otherwise impaired; granting a nonexclusive license of any intellectual property; and abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)been

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.411.05 and subject to Section 11.07 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Issuer the Company and the Guarantors may, without any prior release or consent by Trusteethe Collateral Agent, conduct ordinary course activities in respect of the Collateral not constituting Asset Dispositions which do not individually or in the aggregate adversely affect the value of the CollateralCollateral taken as a whole, including (A) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien of this Indenture or the Security Instruments Collateral Documents which has become worn out or obsolete and which either has an aggregate Fair Market Value fair market value of $100,000 per year 1.0 million or less or which is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents as afterAfter-acquired propertyAcquired Property; (B) abandoning, terminating, cancellingcanceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents; (C) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Instruments Collateral Documents which it may own or under which it may be operating; (D) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however however, that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments Collateral Documents shall be made which (1) removes results in such property into a jurisdiction in which any instrument required by law to preserve the Lien of any of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered becoming unperfected or filed in the manner required by law to preserve the Lien of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms of this Indenture and the Security Instruments or (3) otherwise impairs the Lien of the Security InstrumentsCollateral Documents; (E) demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of the Company (as evidenced by a resolution of the Board Resolution of Directors delivered to the Trustee Collateral Agent if it involves Collateral having a Fair Market Value fair market value in excess of $100,0001.0 million) such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company, will not interfere with or impede Trusteethe Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the SecuritiesNotes, will not thereby be otherwise impaired; (F) granting a nonexclusive license of any intellectual property; and (G) abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)business of the Company or its Subsidiaries.