Sales by Security Agent. If:
(a) on an enforcement of any of the Combined Security Documents, the Security Agent (or any receiver) sells or otherwise disposes of any asset; or
(b) an Obligor sells or otherwise disposes of an asset at the request of an Enforcement Instructing Group after an Event of Default has occurred which is continuing, in each case in accordance with the terms of this Deed, the Security Agent may execute on behalf of each Secured Party and each Obligor without the need for any further referral to or authority from such Secured Party or Obligor,
(i) any release of the security created by the Combined Security Documents over that asset; and
(ii) if such asset comprises shares in the capital of any Obligor (or any Holding Company of it), a release of such Obligor from all present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Obligor under the Senior Finance Documents or the Hedging Documents by way of contribution or indemnity) in its capacity as an Obligor under the Senior Finance Documents or the Hedging Documents and a release of any Security Interest granted by such Obligor over any of its assets under the Combined Security Documents, PROVIDED THAT the net cash proceeds of sale or disposal are applied in payment of Debt in the order set out in Clause 11 (Proceeds of Enforcement). Each Secured Party will execute such releases as the Security Agent may reasonably require to give effect to this Clause 12.3. No such release will affect the obligations and liabilities of any other Obligor under the Finance Documents.
Sales by Security Agent. If:
(a) on an enforcement of any of the Combined Security Documents, the Security Agent or a Hedging Bank (or any receiver) sells or otherwise disposes of any asset; or
(b) an Obligor sells or otherwise disposes of an asset at the request of an Instructing Bank Group after an Event of Default has occurred which is continuing, the Security Agent may execute on behalf of each Secured Creditor and each Obligor without the need for any further referral to or authority from such Secured Creditor or Obligor:
(i) any release of the security created by the Combined Security Documents over that asset; and
(ii) if such asset comprises shares in the capital of any Obligor (or any Holding Company of it), a release of such Obligor from all present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Obligor under the Senior Finance Documents or the Hedging Documents by way of contribution or indemnity) in its capacity as an Obligor under the Senior Finance Documents or the Hedging Documents and a release of any Security Interest granted by such Obligor over any of its assets under the Combined Security Documents, PROVIDED THAT the net cash proceeds of sale or disposal are applied in payment of Debt in the order set out in Clause 11 (Proceeds of Enforcement). Each Secured Creditor party to this Agreement will execute such releases as the Security Agent may reasonably require to give effect to this Clause 12.5. No such release will affect the obligations and liabilities of any other Obligor under the Finance Documents.
Sales by Security Agent. If:-
(a) pursuant to an enforcement of any of the Security Documents, the Security Agent on the instructions or with the consent of the Majority Senior Creditors sells or otherwise disposes of any asset; or
(b) the Obligor concerned sells or otherwise disposes of such asset at the request of the Security Agent on the instructions or with the consent of the Majority Senior Creditors after an Event of Default under the Senior Facilities Agreement, the Security Agent is hereby authorised:
(i) by each of the Senior Creditors to execute on behalf of itself and each such Senior Creditor any release of the security created by the Security Documents over that asset; and
(ii) if such asset comprises all of the shares in the capital of any Obligor, by each of the Senior Creditors and the High Yield Creditors, to execute on behalf of each Senior Creditor and each High Yield Creditor a release of such Obligor from all past, present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Obligor under the Finance Documents by way of contribution or indemnity) in its capacity as a guarantor and to release any Security Interests granted by such Obligor over any of its assets pursuant to any of the Security Documents, provided that:
Sales by Security Agent. Notes Creditors The Security Agent is irrevocably authorised to execute on behalf of each Notes Creditor any release of any Notes Guarantee and any Notes Security if:
(a) such release is permitted by, is in accordance with, or has been approved under the Notes Finance Documents; or
(b) (w) any of the limited partnership interests in Regco, (x) the shares in the general partner of Regco or (y) any of the partnership interests in Kabel Deutschland Vertrieb und Service Beteiligungs GmbH & Co, KG or any other New Limited Partnership and/or the shares in the general partner of Kabel Deutschland Vertrieb und Service Beteiligungs GmbH & Co, KG or any other New Limited Partnership or (z) any combination of the foregoing are sold, in each case, pursuant to enforcement action taken by the Security Agent on behalf of the Bank Creditors, and:
(i) the proceeds of such sale received by the Security Agent are, unless otherwise agreed by the Notes Trustee, in the form of cash;
(ii) the claims and security interests of the Senior Finance Parties and the Bridge Creditors against Regco are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any affiliate of such purchaser of Regco concurrently with such sale unless such claims and security interests no longer have recourse to any member of the Group); and
(iii) either (A) the sale is made pursuant to a public auction or (B) in connection with the sale an internationally recognised investment bank selected by the Security Agent has delivered to the Notes Trustee an opinion that the consideration for the sale is fair from a financial point of view after taking into account all relevant circumstances.
Sales by Security Agent. If a disposal to a person or persons outside the Group of any asset owned by an Obligor over which Security has been created is:
(a) permitted by subclause 10.6(1) (Disposals) of the Senior Facilities Agreement and subclause 10.6(1) (Disposals) of the Senior Subordinated Facility Agreement;
(b) being effected at the request of an Instructing Group or, if required under paragraph (b) of Subclause 10.2 (Competing instructions to the Security Agent), the Majority Senior Subordinated Banks, in circumstances where the Security has become enforceable; or
(c) being effected by enforcement of the Security, the Security Agent is irrevocably authorised to execute on behalf of each Secured Creditor and each Obligor (and at the cost of the relevant Obligor),
(i) any release of the Security over that asset; and
(ii) if that asset comprises all of the shares in the capital of any Obligor (or any Holding Company of an Obligor) held by members of the Group, a release of that Obligor and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other Obligor under the Senior Finance Documents or the Senior Subordinated Finance Documents by way of contribution or indemnity) in its capacity as a guarantor under the Senior Finance Documents or the Senior Subordinated Finance Documents and a release of any Security granted by that Obligor and its Subsidiaries over any of their respective assets, PROVIDED THAT:
(A) in the case of paragraph (a) above the Net Proceeds of the disposal are to be applied as provided for in the Senior Facilities Agreement and the Senior Subordinated Facility Agreement; and
(B) otherwise the net cash proceeds of the sale or disposal are applied in payment of Secured Debt in the order set out in Clause 9 (Application of Proceeds of Enforcement). Each Secured Creditor will execute such releases as the Security Agent may reasonably require to give effect to this Subclause. No such release will affect the obligations and liabilities of any other Obligor under the Secured Debt Finance Documents.
