Common use of Disposition of Collateral Without Release Clause in Contracts

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 and subject to Section 10.11, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business; (iv) sell or dispose of obsolete or worn out fixtures and equipment which are Collateral in the ordinary course of the Company's or the Guarantors' business; and (v) grant easements and rights of way on Mortgaged Property (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantors. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] and [July 1] (a "SIX-MONTH PERIOD") shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral Agent, within 30 days following the end of such Six-Month Period, an Officers' Certificate to the effect that all sales of inventory, all collections and other dispositions of Accounts (as defined in the Security Agreement) and any other disposition contemplated by Section 11.05(a) by the Company and the Guarantors during such Six-Month Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 and subject to Section 10.11, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use transfer inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) accounts receivable in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business; (iv) sell or dispose of obsolete or worn out fixtures and equipment which are Collateral in the ordinary course of business free from the Company's Liens of the Security Documents, any machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which the Company determines, in its reasonable opinion, may have become obsolete or unfit for use in the conduct of its businesses or the Guarantors' businessoperation of the Collateral so long as (a) such Subject Property is replaced with or exchanged for property of equal value, and (b) upon replacing the same with, or exchanging for the same, new property, such new property shall without further action become Collateral subject to the Liens of the Security Documents; and (v) grant easements and rights make cash payments from the deposit accounts of way on Mortgaged Property (as defined in the Security Agreement) Company or the Guarantors in the ordinary course of the Company's or the Guarantors' business that do are not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantorsotherwise prohibited by this Indenture. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] and [July 1] (a "SIX-MONTH PERIOD") Measurement Period shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral Agent, within 30 days following the end of such Six-Month Measurement Period, an Officers' Certificate to the effect that all sales of inventory, all collections and liquidations or other dispositions of Accounts (as defined in the Security Agreement) accounts receivable and any other disposition contemplated by Section 11.05(a) by the Company and the Guarantors during such Six-Month Measurement Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 and subject to Section 10.11, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use transfer inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) accounts receivable in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business;; and (iv) sell or dispose of obsolete or worn out fixtures and equipment which are Collateral in the ordinary course of business free from the Company's Liens of the Security Documents, any machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which the Company determines, in its reasonable opinion, may have become obsolete or unfit for use in the conduct of its businesses or the Guarantors' businessoperation of the Collateral so long as (a) such Subject Property is replaced with or exchanged for property of equal value, and (b) upon replacing the same with, or exchanging for the same, new property, such new property shall without further action become Collateral subject to the Liens of the Security Documents; and (v) grant easements and rights make cash payments from the deposit accounts of way on Mortgaged Property (as defined in the Security Agreement) Company or the Guarantors in the ordinary course of the Company's or the Guarantors' business that do are not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantorsotherwise prohibited by this Indenture. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] and [July 1] (a "SIX-MONTH PERIOD") Measurement Period shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral Agent, within 30 days following the end of such Six-Month Measurement Period, an Officers' Certificate to the effect that all sales of inventory, all collections and liquidations or other dispositions of Accounts (as defined in the Security Agreement) accounts receivable and any other disposition contemplated by Section 11.05(a) by the Company and the Guarantors during such Six-Month Measurement Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 and subject to Section 10.11, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use transfer inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business;; and (iv) sell or dispose of obsolete or worn out fixtures and equipment which are Collateral in the ordinary course of business free from the Company's Liens of the Security Documents, any machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which the Company determines, in its reasonable opinion, may have become obsolete or unfit for use in the conduct of its businesses or the Guarantors' businessoperation of the Collateral so long as (a) such Subject Property is replaced with or exchanged for property of equal value, and (b) upon replacing the same with, or exchanging for the same, new property, such new property shall without further action become Collateral subject to the Liens of the Security Documents; and (v) grant easements and rights make cash payments from the deposit accounts of way on Mortgaged Property (as defined in the Security Agreement) Company in the ordinary course of the Company's or the Guarantors' business that do are not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantorsotherwise prohibited by this Indenture. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] and [July 1] (a "SIX-MONTH PERIOD") Measurement Period shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral Agent, within 30 days following the end of such Six-Month Measurement Period, an Officers' Certificate to the effect that all sales of inventory, all collections and other dispositions of Accounts (as defined in the Security Agreement) and any other disposition contemplated by Section 11.05(a) by the Company and the Guarantors during such Six-Month Measurement Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 and subject to Section 10.11, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use transfer inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business; (iv) sell or dispose of obsolete or worn out fixtures and equipment which are Collateral in the ordinary course of business free from the Company's Liens of the Security Documents, any machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property ("Subject Property") which the Company determines, in its reasonable opinion, may have become obsolete or unfit for use in the conduct of its businesses or the Guarantors' businessoperation of the Collateral so long as (a) such Subject Property is replaced with or exchanged for property of equal value, and (b) upon replacing the same with, or exchanging for the same, new property, such new property shall without further action become Collateral subject to the Liens of the Security Documents; and (v) grant easements and rights make cash payments from the deposit accounts of way on Mortgaged Property (as defined in the Security Agreement) Company in the ordinary course of the Company's or the Guarantors' business that do are not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantorsotherwise prohibited by this Indenture. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] and [July 1] (a "SIX-MONTH PERIOD") Measurement Period shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral Agent, within 30 days following the end of such Six-Month Measurement Period, an Officers' Certificate to the effect that all sales of inventory, all collections and other dispositions of Accounts (as defined in the Security Agreement) and any other disposition contemplated by Section 11.05(a) by the Company and the Guarantors during such Six-Month Measurement Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 10.3 and subject to Section 10.114.10, at any time and from time to time, the Company and any Guarantors may without any release or consent of the Trustee or the Majority Noteholders: (i) sell, dispose of or otherwise use inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Accounts (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and terminate leasehold interests in Collateral in the ordinary course of the Company's or the Guarantors' business;; and (iv) sell or dispose of obsolete or worn out fixtures and or equipment or other tangible personal property which are Collateral in the ordinary course of the Company's or the Guarantors' business; and (v) grant easements and rights of way on Mortgaged Property (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of the business of the Company and the Guarantors. (b) The Company's and the Guarantors' right to rely upon subsection (a) of this Section for each six-month period beginning on [January 1] October 1 and [July 1] April 1 (a "SIXSix-MONTH PERIODMonth Period") shall be conditioned upon the Company and the Guarantors delivering to the Trustee and the Collateral AgentTrustee, within 30 days following the end of such Six-Month Period, an Officers' Certificate to the effect that all sales of inventory, all collections and other dispositions of Accounts (as defined in the Security Agreement) and any other disposition contemplated by Section 11.05(a10.4(a) by the Company and the Guarantors during such Six-Month Period were in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.

Disposition of Collateral Without Release. (a) In addition to and without limiting the provisions of Section 11.04 11.4 and subject to Section 10.119.16, at any time and from time to time, the Company provided that no Event of Default has occurred and is continuing, Parent or any Guarantors of its Subsidiaries may without any release or consent of the Trustee or the Majority NoteholdersTrustee: (i) sell, dispose of or otherwise use transfer inventory in the ordinary course of the Company's or the Guarantors' business; (ii) collect, liquidate or otherwise dispose of Conditionally Assigned Accounts (as defined in the Security Agreement) and Receivables in the ordinary course of the Company's or the Guarantors' business; (iii) renegotiate and or terminate leasehold interests in forming part of the Collateral in the ordinary course of the Company's or the Guarantors' business; (iv) sell or dispose of obsolete or worn out fixtures and equipment which are that form part of the Collateral in the ordinary course of the Company's or the Guarantors' business; and (v) grant easements and rights of way on Mortgaged Property (as defined in the Security Agreement) in the ordinary course of the Company's or the Guarantors' business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of any of its business; and (vi) sell, transfer or convey the business capital stock of a Subsidiary to another Subsidiary or to Parent and/or to cancel any capital stock of a Subsidiary for the sole purpose of effecting the internal rationalisation and/or corporate reorganisation of its subsidiaries with the consent of the Company and Supervisory Board; provided, however, that within 90 days after the Guarantorscompletion of any such transaction in connection with the internal rationalisation and/or corporate reorganisation of its subsidiaries, Parent shall procure that the shares of any company that is created, if any, or any additional shares resulting therefrom, shall be perfected as Pledged Shares. (b) The Company's rights of Parent and the Guarantors' right any of its Subsidiaries to rely upon subsection sub-section (a) of this Section 11.5 for each six-six month period beginning on [January 1] 23 December and [July 1] 23 June (a "SIX-SIX MONTH PERIOD") which shall be conditioned upon the Company and the Guarantors Parent delivering to the Trustee and the Collateral AgentTrustee, within 30 days following the end of such Six-the previous Six Month Period, Period an Officers' Officer's Certificate to the effect that all sales of inventory, all or collections and other dispositions of Conditionally Assigned Accounts (as defined in the Security Agreement) and Receivables and any other disposition contemplated by Section 11.05(a11.5(a) by the Company and the Guarantors Parent or any of its Subsidiaries during such Six-Six Month Period were occurred in the ordinary course of the Company's and the Guarantors' business and that all proceeds therefrom were used by the Company and the Guarantors in the ordinary course of their business or to make other cash payments permitted by this Indenture.