Common use of Trust Indenture Act Requirements Clause in Contracts

Trust Indenture Act Requirements. (a) The release of any Collateral from the Second Priority Lien of any of the Collateral Documents or the release of, in whole or in part, the Second Priority Liens created by any of the Collateral Documents, shall not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or Second Priority Liens are released in accordance with the terms hereof or of the Intercreditor Agreement. Each of the Holders of the Notes acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Documents, the Intercreditor Agreement and this Indenture will not be deemed for any purpose to be an impairment of the Collateral Documents or otherwise contrary to the terms of this Indenture. To the extent applicable, the Issuers and the Guarantors shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Issuers or the relevant Guarantor except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. In the event the Collateral which is cash, accounts receivable or inventory (“Working Capital Collateral”) are disposed of in the ordinary course of business by the Issuers or any Guarantor pursuant to and in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents and the associated Lien on such Working Capital Collateral is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c) that were required to be furnished to the Trustee at or prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1), and the Issuers and the Guarantors need not deliver an Officer’s Certificate (other than as required by Section 12.06(d)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital Collateral. (b) The Issuers may from time to time file with the Commission a request for an exemption (an “Exemption”) from the requirements of TIA § 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a). The Issuers shall provide the Trustee with a copy of any such Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents to the extent required by the Collateral Documents and this Indenture, the Trustee will reasonably determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination, will so advise the Collateral Agent with respect to such determination. (d) As required by TIA § 314(d), in the event that any Working Capital Collateral has been released from the Lien and security interest of the Collateral Documents, 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 May 15 and November 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers and the Trustee) an Officers’ Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, during the immediately preceding six month period were made by the Issuers and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documents.

Trust Indenture Act Requirements. (a) The release of any Collateral from the Second Priority Lien of any of the Collateral Documents or the release of, in whole or in part, the Second Priority Liens created by any of the Collateral Documents, shall not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or Second Priority Liens are released in accordance with the terms hereof or of the Intercreditor Agreement. Each of the Holders of the Notes Securities acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Documents, the Intercreditor Agreement and this Indenture will not be deemed for any purpose to be an impairment of the Collateral Documents or otherwise contrary to the terms of this Indenture. To the extent applicable, the Issuers Company and the Guarantors shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Issuers Company or the relevant Guarantor except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. In the event the Collateral which is cash, accounts receivable or inventory (“Working Capital Collateral”) are disposed of in the ordinary course of business by the Issuers Company or any Guarantor pursuant to and in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents and the associated Lien on such Working Capital Collateral is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers Company and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c13.06(c) that were required to be furnished to the Trustee at or prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1), and the Issuers Company and the Guarantors need not deliver an Officer’s Certificate (other than as required by Section 12.06(d13.06(c)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital Collateral. (b) The Issuers Company may from time to time file with the Commission a request for an exemption (an “Exemption”) from the requirements of TIA § Section 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a13.06(a). The Issuers Company shall provide the Trustee with a copy of any such Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents to the extent required by the Collateral Documents and this Indenture, the Trustee will reasonably determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination, will so advise the Collateral Agent with respect to such determination. (d) As required by TIA § 314(d), in the event that any Working Capital Collateral has been released from the Lien and security interest of the Collateral Documents, the Issuers The Company and the Guarantors shall deliver to the Trustee, within 15 days after the end of each of the six month periods ended on May 15 and November 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers Company and the Trustee) ), an Officers’ Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, 13.06(a) during the immediately preceding six month period were made by the Issuers Company and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers Company and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documents.

Trust Indenture Act Requirements. (a) The release of any Primary Collateral from the First Priority Lien and any Other Collateral from the Second Priority Lien of any of the Collateral Documents Security Documents, or the release of, in whole or in part, the First Priority Liens, in respect of the Primary Collateral, and the Second Priority Liens Liens, in respect of the Other Collateral, created by any of the Collateral Security Documents, shall not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or First Priority Liens or Second Priority Liens Liens, as the case may be, are released in accordance with the terms hereof or the terms of the Intercreditor Agreement. Agreement or the applicable Security Documents. (b) Each of the Holders of the Notes acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Security Documents, the Intercreditor Agreement and this Indenture will not be deemed for any purpose to be an impairment of the Collateral Security Documents or otherwise contrary to the terms of this Indenture. To the extent applicable, the Issuers Company and the Guarantors shall cause TIA § Section 313(b), relating to reports, and TIA § Section 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Security Documents, to be complied with. Any certificate or opinion required by TIA § Section 314(d) may be made by an Officer of the Issuers Company or the relevant Guarantor except in cases where TIA § Section 314(d) requires that such certificate or 112 opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. In the event the Collateral which is cash, accounts receivable or inventory (“Working Capital Collateral”) are disposed of in the ordinary course of business by the Issuers or any Guarantor pursuant to and in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents and the associated Lien on such Working Capital Collateral is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c) that were required to be furnished to the Trustee at or prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1), and the Issuers and the Guarantors need not deliver an Officer’s Certificate (other than as required by Section 12.06(d)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital Collateral. (b) The Issuers may from time to time file with the Commission a request for an exemption (an “Exemption”) from the requirements of TIA § 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a). The Issuers shall provide the Trustee with a copy of any such Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents The Company shall furnish to the extent required by Trustee on the Collateral Documents anniversary of the Issue Date in each year, beginning with 2005, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Trustee will reasonably determine whether it has received Security Documents and all documentation required supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents under applicable law in those items of Collateral that can be perfected by TIA § 314(d) in connection with such release andthe filing, based on such determinationrecordings, will so advise the Collateral Agent registrations or delivery and reciting with respect to such determination. Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (dy) As stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Trustee hereunder and under the Security Documents with respect to the Collateral; provided that if there is a required by TIA § 314(d)filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the event that any Working Capital Collateral has been released from the Lien and opinion of such counsel, no such action is necessary to maintain such Liens or security interest of the Collateral Documents, 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 May 15 and November 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers and the Trustee) an Officers’ Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, during the immediately preceding six month period were made by the Issuers and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documentsinterests.

Trust Indenture Act Requirements. (a) The release of any Collateral from the Second First Priority Lien of any of the Collateral Documents or the release of, in whole or in part, the Second First Priority Liens created by any of the Collateral Documents, shall not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or Second First Priority Liens are released in accordance with the terms hereof or of the Intercreditor Agreement. Each of the Holders of the Notes Securities acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Documents, the Intercreditor Agreement and this Indenture will not be deemed for any purpose to be an impairment of the Collateral Documents or otherwise contrary to the terms of this Indenture. To the extent applicable, the Issuers Company and the Guarantors shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Issuers Company or the relevant Guarantor except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. In the event the Collateral which is cash, accounts receivable or inventory (“Working Capital Collateral”) are disposed of in the ordinary course of business by the Issuers Company or any Guarantor pursuant to and in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents and the associated Lien on such Working Capital Collateral is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers Company and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c13.06(c) that were required to be furnished to the Trustee at or prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1), and the Issuers Company and the Guarantors need not deliver an Officer’s Certificate (other than as required by Section 12.06(d13.06(c)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital Collateral. (b) The Issuers Company may from time to time file with the Commission a request for an exemption (an “Exemption”) from the requirements of TIA § Section 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a13.06(a). The Issuers Company shall provide the Trustee with a copy of any such Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents to the extent required by the Collateral Documents and this Indenture, the Trustee will reasonably determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination, will so advise the Collateral Agent with respect to such determination. (d) As required by TIA § 314(d), in the event that any Working Capital Collateral has been released from the Lien and security interest of the Collateral Documents, the Issuers The Company and the Guarantors shall deliver to the Trustee, within 15 days after the end of each of the six month periods ended on May 15 and November 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers Company and the Trustee) ), an Officers’ Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, 13.06(a) during the immediately preceding six month period were made by the Issuers Company and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers Company and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documents.

Trust Indenture Act Requirements. (a) The release of any Collateral from the Second Priority Lien of any of the Collateral Security Documents or the release of, in whole or in part, the Second Priority Liens created by any of the Collateral Documents, shall Security Documents will not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or Second Priority Liens are released in accordance with pursuant to the applicable Security Documents and pursuant to the terms hereof or of the Intercreditor Agreementhereof. Each The Trustee and each of the Holders of the Notes acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Documents, the Intercreditor Agreement and this Indenture the Collateral Trust Agreement and the terms hereof will not be deemed for any purpose to be an impairment of the Collateral Documents or otherwise contrary to Security Interests in contravention of the terms of this Indenture. To the extent applicable, the Issuers Issuer will comply with the provisions of Trust Indenture Act §314(b) and the Guarantors shall cause TIA § 313(b), relating to reports, and TIA § Trust Indenture Act §314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § Trust Indenture Act §314(d) may be made by an Officer of the Issuers or the relevant Guarantor Issuer except in cases where TIA § Trust Indenture Act §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this Indenture or approved by the Trustee in the exercise of reasonable care. In the event Intercreditor Agreement or the Collateral which is cashTrust Agreement, accounts receivable or inventory (“Working Capital Collateral”) are disposed of in the ordinary course of business by Issuer and the Issuers Subsidiary Guarantors will not be required to comply with all or any Guarantor pursuant portion of Trust Indenture Act §314(d) if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and in accordance with this Indentureits staff, including “no action” letters or exemptive orders, all or any portion of Trust Indenture Act §314(d) is inapplicable to the Intercreditor Agreement and released Collateral. To the Collateral Documents and extent the associated Lien on such Working Capital Collateral Issuer is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c) that were required to be furnished furnish to the Trustee at or an Opinion of Counsel pursuant to Trust Indenture Act §314(b)(2), the Issuer will furnish such opinion prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest each anniversary of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1), and the Issuers and the Guarantors need not deliver an Officer’s Certificate (other than as required by Section 12.06(d)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital CollateralIssue Date. (b) The Issuers may from time to time file with the Commission a request for an exemption (an “Exemption”) from the requirements of TIA § 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a). The Issuers shall provide the Trustee with a copy of any such Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents to the extent required by the Collateral Documents and this Indenture, the Trustee will reasonably determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination, will so advise the Collateral Agent with respect to such determination. (d) As required by TIA § 314(d), in the event that any Working Capital Collateral has been released from the Lien and security interest of the Collateral Documents, 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 May 15 and November 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers and the Trustee) an Officers’ Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, during the immediately preceding six month period were made by the Issuers and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documents.

Trust Indenture Act Requirements. (a) The release of any Collateral from the Second Priority Lien of any of the Collateral Documents or the release of, in whole or in part, the Second Priority Liens created by any of the Collateral Documents, shall not be deemed to impair the security interests in contravention of the provisions hereof if and to the extent the Collateral or Second Priority Liens are released in accordance with the terms hereof or of the Intercreditor Agreement. Each of the Holders of the Notes Securities acknowledge that a release of Collateral or Liens strictly in accordance with the terms of the Collateral Documents, the Intercreditor Agreement and this Indenture will not be deemed for any purpose to be an impairment of the Collateral Documents or otherwise contrary to the terms of this Indenture. To the extent applicable, the Issuers Company and the Guarantors shall cause TIA § Section 313(b), relating to reports, and TIA § Section 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA § Section 314(d) may be made by an Officer of the Issuers Company or the relevant Guarantor except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. In the event the Collateral which is cash, accounts receivable or inventory (“"Working Capital Collateral”") are disposed of in the ordinary course of business by the Issuers Company or any Guarantor pursuant to and in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents and the associated Lien on such Working Capital Collateral is released in accordance with this Indenture, the Intercreditor Agreement and the Collateral Documents then, so long as the Issuers Company and the Guarantors have furnished the Trustee all certificates described in Section 12.06(c13.06(c) that were required to be furnished to the Trustee at or prior to such time, the fair value of such Working Capital Collateral released from the Lien and security interest of the Collateral Documents shall not be considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest of the Collateral Documents in any calendar year exceeds the 10% threshold specified in TIA § Section 314(d)(1), and the Issuers Company and the Guarantors need not deliver an Officer’s 's Certificate (other than as required by Section 12.06(d13.06(c)) in connection with any such releases of Liens and security interest of the Collateral Documents on such Working Capital Collateral. (b) The Issuers Company may from time to time file with the Commission a request for an exemption (an “"Exemption”") from the requirements of TIA § Section 314(d) for purposes of the releases of Working Capital Collateral described in the last sentence of Section 12.06(a13.06(a). The Issuers Company shall provide the Trustee with a copy of any such 128 Exemption granted to the Issuers by the SEC and promptly inform the Trustee of any rescission or termination of, or amendment to, such Exemption. (c) In the event that the Issuers wish to release Collateral in accordance with this Indenture and the Collateral Documents and the Issuers have delivered the certificates and documents to the extent required by the Collateral Documents and this Indenture, the Trustee will reasonably determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination, will so advise the Collateral Agent with respect to such determination. (d) As required by TIA § 314(d), in the event that any Working Capital Collateral has been released from the Lien and security interest of the Collateral Documents, the Issuers The Company and the Guarantors shall deliver to the Trustee, within 15 days after the end of each of the six month periods ended on May March 15 and November September 15 of each year (or such dates ending on such other six month periods as shall be agreed upon by the Issuers Company and the Trustee) ), an Officers’ ' Certificate to the effect that all disposals of Working Capital Collateral described in the last sentence of Section 12.06(a), if any, 13.06(a) during the immediately preceding six month period were made by the Issuers Company and the Guarantors in the ordinary course of business and that all proceeds therefrom were used by the Issuers Company and the Guarantors in connection with the ordinary course of their respective businesses or to make payments on the Securities or as otherwise permitted under this Indenture, the Intercreditor Agreement and the Collateral Documents.