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. (a) Notwithstanding the provisions of Section 8.411.04, so long as no Default or Event of Default shall have occurred and be continuing continuing, a Co-Issuer or would result therefrom, Issuer any Future Mortgaged Vessel Guarantor may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Trustee or the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling Trustee: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, tools, materials or series of related transactions, any supplies or other similar 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 afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Co-Issuers or making the relevant Future Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ business and will not be materially prejudicial to the interests of the Holders; (iii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Future Mortgaged Vessel Collateral (other than the Future Mortgaged Vessels), or abandoning abandon any thereof if(other than the Future Mortgaged Vessels), if in the good faith opinion of the Board of Directors of Co-Issuers or the Company (relevant Future Mortgaged Vessel Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyCo-Issuers or the relevant Future Mortgaged Vessel Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Future Mortgaged Vessel Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Future Mortgaged Vessel to which such insurance proceeds related. (b) In the event that the Co-Issuers or any Future Mortgaged Vessel Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Future Mortgaged Vessel Guarantor without any release or consent of the Trustee or the Collateral Trustee, and abandoning intellectual the Co-Issuers or such Future Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Collateral Trustee shall, at the cost and expense of the Co-Issuers and the Future Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Trustee and the Collateral Trustee of (i) an Officer’s Certificate by the Co-Issuers or such Future Mortgaged Vessel Guarantor, as the case may be, reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete by the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of or dealt with by the Co-Issuers or such Future Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Trustee or the Collateral Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Co-Issuers or such Future Mortgaged Vessel Guarantor, as the case may be, in conformity with a designated subsection of Section 11.03(a) and that the execution of such written disclaimer, release or quitclaim is appropriate under this Section 11.03. Any disposition of Collateral made in compliance with the provisions of this Section 11.03 shall be deemed not used to impair the Security Interests in contravention of the businessprovisions of this Indenture. INDENTURE (15% Senior Subordinated)Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Collateral Trustee.

Disposition of Collateral Without Release. (a) Notwithstanding anything to the provisions of Section 8.4contrary in this Article 10, so long as no Default or Event of Default shall have occurred the Company and be continuing or would result therefrom, Issuer the Guarantors may, without any prior release or consent by Trusteethe Trustee and the Collateral Agent, conduct ordinary course activities in with respect of to Collateral not otherwise prohibited under this Indenture and the Collateral which do not individually related Security Documents, including, without limitation, (i) selling or leasing products, services or accounts receivable in the aggregate adversely affect the value ordinary course of the Collateral, including business and selling or otherwise disposing ofof damaged, 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 worn-out or obsolete and which either has an aggregate Fair Market Value assets in the ordinary course 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 propertybusiness; 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; (ii) 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 ; (iii) granting in the location ordinary course of business a non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property; and (iv) selling or otherwise disposing of cash or Cash Equivalents. The Company shall deliver to the Collateral Agent, within 30 calendar days following the end of each six-month period beginning on February 15 and August 15 of any such Collateral subject year, an Officers’ Certificate to the Lien of any effect that all releases and withdrawals during the preceding six-month period pursuant to this Section 10.09(a) in which no release or consent of the Security Instruments shall be made which (1) removes such property into a jurisdiction Trustee or the Collateral Agent was obtained in which any instrument required by law to preserve the Lien of any ordinary course of the Security Instruments on such property, including all necessary financing statements Company’s and continuation statements, has the Guarantors’ business were not been recorded, registered or filed in the manner required prohibited by law to preserve the Lien this Indenture. (b) The fair value of and security interest in any of the Security Instruments on such property, (2) does not comply with the terms Collateral released from Liens of this Indenture and the Security Instruments or Documents pursuant to subsection (3a) otherwise impairs of this Section shall not be considered in determining whether the Lien aggregate fair value of Collateral released from Liens of this Indenture and the Security InstrumentsDocuments in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1); demolishing, dismantling, tearing down or scrapping provided that the Company’s right to rely on this sentence at any Collateral or abandoning any thereof if, in the good faith opinion of the Board of Directors of time is conditioned upon the Company (as evidenced by a Board Resolution delivered having furnished to the Trustee if it involves Collateral having a Fair Market Value Agent the certificates described in excess subsection (a) 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 this Section that were required 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 be furnished to 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)Agent at or prior to such time.”

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.411.04, so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, Issuer the Company and any Owner, as appropriate, 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 selling : (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, apparatus, tools or series of related transactionsimplements, any materials or supplies or other similar property subject to the Lien of this Indenture or and the Security Instruments Agreements, which has may have become worn out or obsolete and which either has an obsolete, not exceeding in aggregate Fair Market Value of value in any one calendar year $100,000 per year or less 1,000,000, or which is replaced by may constitute an Incidental Asset, upon substituting for the same other machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property not necessarily of substantially equivalent or greater the same character but of at least equal value to the Company as, and costing not less than the amount realized from, the Collateral disposed of, which becomes shall forthwith become, without further action, subject to the Lien of this Indenture and the Security Instruments as after-acquired property; abandoningAgreements; (ii) abandon, terminatingterminate, cancellingcancel, releasing release or making make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or and any of the Security InstrumentsAgreements; surrendering PROVIDED, HOWEVER, that any altered or modifying substituted contracts shall forthwith, without further action, be subject to the Lien of this Indenture and the Security Agreements to the same extent as those previously existing; (iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or and any of the Security Instruments Agreements which it may own or under which it may be operating; alteringPROVIDED, repairingHOWEVER, replacingthat, changing after the location surrender or position modification of any such franchise, license or permit, the Company or the applicable Owner shall still, in the reasonable opinion of the Board of Directors of the Company, be entitled, under some other or without any franchise, license or permit, to conduct its business as it was operating immediately prior to such surrender or modification; (iv) alter, repair, replace and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; PROVIDED, providedHOWEVER, however that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments alteration, repair or replacement 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 Agreements and will not, in the Lien reasonable opinion of the Security InstrumentsBoard of Directors, be prejudicial to the interests of the Holders; demolishingor (v) demolish, dismantlingdismantle, tearing tear down or scrapping scrap any portion of the Collateral or abandoning any thereof if(other than a Vessel), if in the good faith opinion of the Board of Directors of the Company (Directors, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) Resolution, such demolition, dismantlingdis mantling, tearing down, down or 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, Company and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be impaired. (b) In the event that the Company or an Owner has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of by the Company without any release or consent of the Trustee or the Collateral Agent, and abandoning intellectual the Company requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture and the Security Agreements, the Trustee shall execute such an instrument upon delivery to the Trustee of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete by the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of or dealt with by the Company without any release or consent of the Trustee and not used (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or the Owner in conformity with a designated subsection of Section 11.03(a) and that the business. INDENTURE (15% Senior Subordinated)execution of such written disclaimer, release or quitclaim is appropriate to confirm the propriety of such sale, disposition or other disposition under this Section 11.03.

Disposition of Collateral Without Release. Notwithstanding clause (b) of this Section 11.10 hereof relating to releases of Collateral or the provisions in the Collateral Trust Agreement relating to the release of Section 8.4the Collateral, so long as no Default or Event but subject to the other provisions of Default shall have occurred this Agreement, the Borrower and be continuing or would result therefromthe Guarantors may, Issuer mayamong other things, without any prior release or consent by Trusteeby, or the delivery of any document or other instrument to, the Collateral Trustee or the Administrative Agent, conduct ordinary course activities in with respect of to the Collateral Collateral, which do not individually or in the aggregate materially adversely affect the value of the Collateral, including including, without limitation: (i) selling or otherwise disposing of, in any single transaction or series of related transactions, any property subject to the Lien under any of this Indenture or the Security Instruments which Documents that (x) has become worn out out, defective or obsolete and which either has an aggregate Fair Market Value of $100,000 per year obsolete, (y) is not used in the business, or less or which (z) is replaced by property of substantially equivalent or greater value which becomes subject to not useful in the Lien of the Security Instruments as after-acquired property; business; (ii) abandoning, terminating, cancellingcanceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or under any of the Security Instruments; Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or under any of the Security Instruments which Documents that it may own or under which it may be operating; ; (iv) altering, repairing, replacing, substituting, changing the location or position of and adding to its structures, machinery, systems, apparatus, equipment, fixturestools or implements, materials, supplies, fixtures and appurtenances, provided, however that no change appurtenances or other similar property in the location ordinary course of any such Collateral subject to the Lien of any of the Security Instruments shall be made which business; (1v) 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 or sub-license of any intellectual property; ; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) selling, collecting, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the scheduled repayment of Indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Agreement and the Security Documents; (ix) abandoning any intellectual property which has become obsolete and is not or no longer used or useful in the Borrower’s business. INDENTURE ; (15% Senior Subordinated)x) selling, transferring or otherwise disposing of inventory, equipment or other property to Designated Entities or Joint Venture Entities in the ordinary course of business; and (xi) selling, transferring or otherwise disposing of Cash Equivalents; and in each such case the Collateral Trustee’s Liens upon the applicable Collateral will no longer secure the Obligations to the extent provided by Section 4.1(a)(2) of the Collateral Trust Agreement.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.410.22, so long as no Default or Event of Default shall have occurred and be continuing continuing, the Company or would result therefrom, Issuer any Mortgaged Vessel Guarantor 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 Administrative Agent: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, tools, materials or series of related transactions, any supplies or other similar 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 afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Company or making the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Company’s business and will not be materially prejudicial to the interests of the Secured Parties; (iii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Collateral (other than the Mortgaged Vessels), or abandoning abandon any thereof if(other than the Mortgaged Vessels), if in the good faith opinion of the Board of Directors of Company or the Company (relevant Mortgaged Vessel Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyCompany or the relevant Mortgaged Vessel Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Mortgaged Vessel to which such insurance proceeds related. (b) In the event that the Company or any Mortgaged Vessel Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 10.21 may be sold, exchanged or otherwise disposed of by the Company or such Mortgaged Vessel Guarantor without any release or consent of the Administrative Agent, and abandoning intellectual the Company or such Mortgaged Vessel Guarantor, as the case may be, requests the Administrative Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Administrative Agent shall, at the cost and expense of the Company and the Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Administrative Agent of (i) an Officers’ Certificate by the Company or such Mortgaged Vessel Guarantor, as the case may be, reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete and not used in by the businessprovisions of this Section 10.21 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Administrative Agent. INDENTURE (15% Senior Subordinated)Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Administrative Agent.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.4Sections 5.9(d) and 10.22, so long as no Default or Event of Default shall have occurred and be continuing continuing, the Company or would result therefrom, Issuer any Mortgaged Vessel Guarantor 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 Administrative Agent: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, tools, materials or series of related transactions, any supplies or other similar 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 afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Company or making the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Company’s business and will not be materially prejudicial to the interests of the Secured Parties; (iii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Collateral (other than the Mortgaged Vessels), or abandoning abandon any thereof if(other than the Mortgaged Vessels), if in the good faith opinion of the Board of Directors of Company or the Company (relevant Mortgaged Vessel Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyCompany or the relevant Mortgaged Vessel Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Mortgaged Vessel to which such insurance proceeds related. (b) In the event that the Company or any Mortgaged Vessel Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 10.21 may be sold, exchanged or otherwise disposed of by the Company or such Mortgaged Vessel Guarantor without any release or consent of the Administrative Agent, and abandoning intellectual the Company or such Mortgaged Vessel Guarantor, as the case may be, requests the Administrative Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Administrative Agent shall, at the cost and expense of the Company and the Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Administrative Agent of (i) an Officers’ Certificate by the Company or such Mortgaged Vessel Guarantor, as the case may be, reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete and not used in by the businessprovisions of this Section 10.21 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Administrative Agent. INDENTURE (15% Senior Subordinated)Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Administrative Agent.

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. (a) Notwithstanding the provisions of Section 8.410.4, so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, Issuer the Company (and any Restricted Subsidiaries, with respect to any Collateral pledged by Restricted Subsidiaries), may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Collateral which do not individually Agent or in the aggregate adversely affect the value of the Collateral, including selling Trustee: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, apparatus, tools or series of related transactionsimplements, any materials or supplies or other similar 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 afterDocuments, which may have become worn out or obsolete, not exceeding in value in any one calendar year the lesser of $25,000 or one percent of the principal amount of the Securities at the time outstanding; (ii) grant rights-acquired property; abandoning, terminating, cancelling, releasing of-way and easements over or making alterations in or substitutions respect of any leases or contracts subject to Real Property; provided, however, that such grant will not, in the Lien of this Indenture or any reasonable opinion of the Security Instruments; surrendering or modifying any franchise, license or permit subject to the Lien Board of this Indenture or any Directors of the Security Instruments which it may own or under which it may be operating; alteringCompany, repairingimpair the usefulness of such property in the conduct of the Company's business, replacingas applicable, changing and will not materially adversely affect the interests of the Holders; (iii) alter, repair, replace, change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, 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 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 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 Documents on such property, (2) does not comply with the terms of this Indenture and the Security Instruments Documents or (3) otherwise impairs the Lien of the Security Instruments; demolishingDocuments; (iv) demolish, dismantlingdismantle, tearing tear down or scrapping scrap any Collateral Collateral, or abandoning abandon any thereof ifother than land or interests in land (other than leases), 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 the lesser of $100,000) 100,000 or 1% of the aggregate principal amount of the outstanding Securities), 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 ; (v) grant a nonexclusive non-exclusive license of any intellectual propertyPatent, Trademark or Copyright (each as defined in the relevant Security Document); (vi) abandon any Patent, Trademark or Copyright where subsequent applications relating to such Patent, Trademark or Copyright have been filed with respect to similar subject matter or where the Company, in its reasonable business judgment, concludes that such abandonment is in the best interest of the Company; (vii) grant leases in respect of any Real Property in the event that the Company determines that such Real Property is no longer useful in the conduct of the Company's business; provided, however, that any such lease shall by its terms be subject and subordinate to the Lien of the Mortgage affecting such Real Property; (viii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases, contracts or rights-of-way subject to the Lien of the Security Documents; provided, however, that any altered or substituted leases, contracts or rights-of-way shall forthwith be made subject to the Lien of the Security Documents to the same extent as those previously existing; and abandoning intellectual provided, further, that if the Company shall receive any money or property in excess of its expenses in connection with such termination, cancellation, release, alteration or substitution, to the extent it exceeds $250,000 (in which has become obsolete case all of the money so received and not used just the portion in excess of $250,000 shall be subject to this clause), forthwith upon its receipt by the Company, shall be deposited with the Trustee (unless otherwise required by a Prior Lien permitted under the applicable Security Documents) as Trust Moneys subject to disposition as provided in Article Twelve hereof or otherwise subjected to the Lien of the Security Documents; or (ix) surrender or modify any franchise, license or permit subject to the Lien of any of the Security Documents which it may own or under which it may be operating; provided, however, that after the surrender or modification of any such franchise, license or permit, the Company shall still, in the business. INDENTURE reasonable opinion of the Board of Directors of the Company, be entitled, under some other or without any franchise, license or permit, to conduct its business in the territory in which it is then operating; and provided, further, that if the Company shall be entitled to receive any money or property in excess of its expenses in connection with such surrender or modification, to the extent it exceeds $250,000 (15% Senior Subordinatedin which case all of the money so received and not just the portion in excess of $250,000 shall be subject to this clause), forthwith upon its receipt by the Company, shall be deposited with the Trustee (unless otherwise required by a Prior Lien permitted under the applicable Security Documents) as Trust Moneys subject to disposition as provided in Article Twelve hereof or otherwise subjected to the Lien of the Security Documents. (b) In the event that the Company has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral which under the provisions of this Section 10.3 may be sold, exchanged or otherwise disposed of by the Company without any release or consent of the Trustee, and the Company requests the Trustee or the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Trustee and/or the Collateral Agent shall promptly execute such an instrument upon delivery to the Trustee of (i) an Officers, Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.4Sections 10.5 and 10.6 hereof and the Security Documents and subject to Sections 10.8 and 14.1 hereof, so long as no Default the Company or Event of Default shall have occurred and be continuing or would result therefrom, Issuer a Note Guarantor 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 selling : (1) sell or otherwise disposing of, dispose in any single transaction or series of related transactions, any property subject other than sales or dispositions to the Lien Company or any Restricted Subsidiary of this Indenture the Company, of any Collateral that may be defective or the Security Instruments which has may have become worn out out, defective 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; abandoningobsolete; (2) alter, terminatingrepair, cancellingreplace, 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 change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixturesfixtures and appurtenances constituting Collateral; (3) subject to the provisions of the Security Documents, and appurtenancesabandon, providedterminate, however that no change cancel, release or make alterations in the location or substitutions of any such Collateral leases, contracts or rights-of-way subject to the Lien of the Security Documents; or (4) sell, exchange or otherwise dispose of any asset constituting Collateral; provided that such sale, exchange or other disposition does not constitute an Asset Sale; provided further that if the Collateral being sold, exchanged or otherwise disposed of is Real Property and constitutes a portion (but not all) of the Security Instruments shall be made which (1) removes Real Property covered by a single mortgage, then the Company shall, deliver to the Trustee a title endorsement and an updated survey, in each case covering the portion of such property into a jurisdiction in which any instrument Real Property that is not so sold, exchanged or otherwise disposed of. Upon delivery by the Company of an Officers’ Certificate certifying compliance by the Company with one or more of the provisions set forth above, together with all documents required by law the TIA, the Trustee shall execute and deliver to preserve the Lien of any of Company at the Security Instruments on such propertyCompany’s expense releases, including all necessary financing statements and continuation statementsin recordable form, has not been recorded, registered or filed in from 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 Liens 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, Documents to the extent reasonably requested by the Company. Nothing in this Article X shall limit the good faith opinion right of the Board of Directors each of the Company (as evidenced by a Board Resolution delivered and the Note Guarantors to sell, lease or otherwise deal in or dispose of its property or assets that do not constitute Collateral, subject only to the Trustee if it involves Collateral having a Fair Market Value in excess provisions 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)Article III hereof.

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. (a) Notwithstanding the provisions of Section 8.411.04, so long as no Default or Event of Default shall have occurred and be continuing continuing, the Issuer or would result therefromany Mortgaged Guarantor may, Issuer mayin accordance with the provisions of this Indenture, 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 Trustee or the Security Instruments which has become worn out Agent: (i) sell or obsolete and which either has an aggregate Fair Market Value otherwise dispose of $100,000 per year any machinery, equipment, furniture, tools, materials or less supplies or which is replaced by other similar property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments as afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Issuer or making alterations the relevant Mortgaged Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Issuer’s business and will not be materially prejudicial to the interests of the Holders; (iii) abandon, terminate, cancel, release, extend, renew, replace, amend or substitutions of modify any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Collateral (other than the Mortgaged Vessels or abandoning Mortgaged Container Assets), or abandon any thereof if(other than the Mortgaged Vessels or Mortgaged Container Assets), if in the good faith opinion of the Board of Directors of Issuer or the Company (relevant Mortgaged Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyIssuer or the relevant Mortgaged Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Mortgaged Vessel or Mortgaged Container Asset to which such insurance proceeds related in accordance with the Security Documents. (b) In the event that the Issuer or any Mortgaged Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of by the Issuer or such Mortgaged Guarantor without any release or consent of the Trustee or the Security Agent, and abandoning intellectual the Issuer or such Mortgaged Guarantor, as the case may be, requests the Security Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Security Agent shall, at the cost and expense of the Issuer and the Mortgaged Guarantors, promptly execute such an instrument upon delivery to the Trustee and the Security Agent of (i) an Officer’s Certificate by the Issuer or such Mortgaged Guarantor, as the case may be, (A) reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete by the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of or dealt with by the Issuer or such Mortgaged Guarantor, as the case may be, without any release or consent of the Trustee or the Security Agent, and (B) that all conditions precedent provided in this Indenture, the Guarantees, the Notes and the Security Documents relating to the written disclaimer, release or quitclaim of any interest in such property have been complied with, and (ii) an Opinion of Counsel stating that (A) the sale, exchange or other disposition made or proposed to be made was duly taken by the Issuer or such Mortgaged Guarantor, as the case may be, in conformity with a designated subsection of Section 11.03(a) and that the execution of such written disclaimer, release or quitclaim is appropriate under this Section 11.03, and (B) that all conditions precedent provided in this Indenture, the Guarantees, the Notes and the Security Documents relating to the written disclaimer, release or quitclaim of any interest in any such property have been complied with. Any disposition of Collateral made in compliance with the provisions of this Section 11.03 shall be deemed not used to impair the Security Interests in contravention of the businessprovisions of this Indenture. INDENTURE (15% Senior Subordinated)Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Security Agent.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.411.04, so long as no Default or Event of Default shall have occurred and be continuing continuing, a Co-Issuer or would result therefrom, Issuer any Mortgaged Vessel Guarantor may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Trustee or the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling Trustee: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, tools, materials or series of related transactions, any supplies or other similar 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 afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Co-Issuers or making the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ business and will not be materially prejudicial to the interests of the Holders; (iii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Collateral (other than the Mortgaged Vessels), or abandoning abandon any thereof if(other than the Mortgaged Vessels), if in the good faith opinion of the Board of Directors of Co-Issuers or the Company (relevant Mortgaged Vessel Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyCo-Issuers or the relevant Mortgaged Vessel Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Mortgaged Vessel to which such insurance proceeds related. (b) In the event that the Co-Issuers or any Mortgaged Vessel Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Mortgaged Vessel Guarantor without any release or consent of the Trustee or the Collateral Trustee, and abandoning intellectual the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property which has become obsolete under any of the Security Documents, the Collateral Trustee shall, at the cost and not used in expense of the business. INDENTURE Co-Issuers and the Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Trustee and the Collateral Trustee of (15% Senior Subordinated)i) an Officer’s Certificate by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, reciting the sale, exchange or other disposition made or proposed to

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.4, so (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, Issuer the Company may, without any prior release or consent by the Collateral Agent or 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 selling sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, apparatus, tools or series of related transactions, any implements or other similar 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 at such time is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments as after-acquired property; abandoningCollateral Documents, terminatingwhich may have become worn out or obsolete, cancellingnot exceeding individually, releasing in Fair Market Value, $250,000, subject in all cases to the requirements of and restrictions contained in the TIA. (b) In the event that the Company has sold, exchanged, or making alterations in otherwise disposed of or substitutions proposes to sell, exchange or otherwise dispose of any leases or contracts subject to portion of the Lien Collateral which under the provisions of this Indenture Section 10.04 may be sold, exchanged or otherwise disposed of by the Company without any release or consent of the Collateral Agent or the Trustee, and the Company requests the Collateral Agent or the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Instruments; surrendering or modifying any franchiseCollateral Documents, license or permit subject the Collateral Agent shall promptly execute (or, if so requested by the Company, shall promptly instruct the Trustee 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 execute) 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 an 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 upon delivery to the Trustee if it involves Collateral having a Fair Market Value of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in 101 reasonable detail 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 Collateralproperty affected thereby, and stating and demonstrating that such property is property which by the Fair Market Value and utility provisions of this Section 10.04 may be sold, exchanged or otherwise disposed of or dealt with by the Company without any release or consent of the Collateral Agent or the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly made by the Company in conformity with Section 10.04(a) and that the execution of such written disclaimer, release or quitclaim is appropriate to confirm the propriety of such sale, exchange or other disposition under this Section 10.04. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent or the Trustee hereunder as an entirety, and the security sufficient for the Securities, will not thereby be otherwise impaired; granting a nonexclusive license purposes of any intellectual property; and abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)this Indenture.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.411.04, so long as no Default or Event of Default shall have occurred and be continuing continuing, a Co-Issuer or would result therefrom, Issuer any Mortgaged Vessel Guarantor may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Trustee or the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling Trustee: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, tools, materials or series of related transactions, any supplies or other similar 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 afterDocuments, which may have become worn out or obsolete; (ii) grant rights-acquired of-way and easements over or in respect of any real property; abandoningprovided, terminatinghowever, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors of the Co-Issuers or making the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ business and will not be materially prejudicial to the interests of the Holders; (iii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases leases, contracts or contracts rights-of-way subject to the Lien of this Indenture or any of the Security Instruments; surrendering Documents or modifying surrender or modify any franchise, license 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; (iv) alter, repairingrepair, replacingreplace, changing change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; (v) demolish, provideddismantle, 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 tear down or scrapping scrap any Collateral (other than the Mortgaged Vessels), or abandoning abandon any thereof if(other than the Mortgaged Vessels), if in the good faith opinion of the Board of Directors of Co-Issuers or the Company (relevant Mortgaged Vessel Guarantor, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the CompanyCo-Issuers or the relevant Mortgaged Vessel Guarantor, will not interfere with or impede Trustee's ability to realize as the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralcase may be, and the Fair Market Value and utility of the Collateral as an entirety, and the security for the Securities, entirety will not thereby be impaired in any material respect; or (vi) apply insurance proceeds received under such circumstances other than an Event of Loss to the repair of the Mortgaged Vessel to which such insurance proceeds related. (b) In the event that the Co-Issuers or any Mortgaged Vessel Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Mortgaged Vessel Guarantor without any release or consent of the Trustee or the Collateral Trustee, and abandoning intellectual the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Collateral Trustee shall, at the cost and expense of the Co-Issuers and the Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Trustee and the Collateral Trustee of (i) an Officer’s Certificate by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete by the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of or dealt with by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Trustee or the Collateral Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, in conformity with a designated subsection of Section 11.03(a) and that the execution of such written disclaimer, release or quitclaim is appropriate under this Section 11.03. Any disposition of Collateral made in compliance with the provisions of this Section 11.03 shall be deemed not used to impair the Security Interests in contravention of the businessprovisions of this Indenture. INDENTURE (15% Senior Subordinated)Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Collateral Trustee.

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 The Company may, without any prior release or consent by the Trustee, conduct ordinary course activities in respect of the Collateral Collateral, which do not individually or in the aggregate adversely affect the value of the such Collateral, including selling or otherwise disposing ofof inventory in the ordinary course of business; collecting, selling or otherwise disposing of accounts receivable in the ordinary course of business; making cash payments in the ordinary course of business (including for the scheduled repayment of Indebtedness) from cash that is at any time part of the Collateral that are not otherwise prohibited by this Indenture and the Collateral Documents; selling or otherwise disposing of any machinery, equipment, furniture, apparatus, tools or implements, materials or supplies or other similar property in the ordinary course of business (“Subject Property”), free from the Lien of this Indenture and the Collateral Documents, which, in any single transaction the reasonable opinion of the Company, may have become obsolete or series unfit for use in the conduct of related transactionsits business or the operation of the Collateral upon replacing the same with, any property or substituting for the same, new Subject Property constituting Collateral not necessarily of the same character but being of at least equal value as the Subject Property so disposed of as long as such new Subject Property becomes subject to the Lien of this Indenture and the Collateral Documents; and selling or otherwise disposing of any personal property in the Security Instruments which has become worn out or obsolete and which either has an aggregate Fair Market Value ordinary course of $100,000 per year or less or business, the use of which is replaced by property no longer necessary in the proper conduct of substantially equivalent or greater value which becomes subject the business of the Company and is not material to the Lien conduct of the Security Instruments business of Company so long as after-acquired property; abandoningthe proceeds from such disposition, terminatingif any, cancelling, releasing or making alterations in or substitutions of any leases or contracts become subject to the Lien of this Indenture or any and the Collateral Documents. (b) Section 10.11(b) of the Security Instruments; surrendering or modifying any franchiseIndenture is hereby amended and restated in its entirety to read as follows: The Company shall not be required to comply with subsection (a) of this Section 10.11 in respect of transactions undertaken pursuant to Section 10.6, license or permit subject provided that the Company shall deliver to the Lien of this Indenture Trustee on or any before December 31, 2003 and within 15 days following each June 30 and December 31 thereafter a certificate (signed by two Officers) to the effect that all of the Security Instruments which it may own or under which it may be operating; altering, repairing, replacing, changing transactions undertaken by the location or position of and adding Company pursuant to its structures, machinery, systems, equipment, fixtures, and appurtenances, provided, however that no change Section 10.6 during the preceding semi-annual period were in the location of any such Collateral subject to the Lien of any ordinary course 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 Company’s business and that all of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed in proceeds therefrom were used by the manner required Company as permitted 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 Collateral Documents. (3c) otherwise impairs the Lien The first paragraph of Section 11.1 of the Security Instruments; demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, Indenture is hereby amended and restated in its entirety to read as follows: This Indenture is subject to the good faith opinion provisions of the Board TIA that are required to be a part of Directors of the Company (as evidenced by a Board Resolution delivered this Indenture, and shall, to the Trustee if it involves Collateral having a Fair Market Value in excess extent applicable, be governed by such provisions. If any provision of $100,000) this Indenture modifies any TIA provision that may be so modified, such demolitionTIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be do excluded, 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 such TIA provision shall 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)excluded from this Indenture.

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.410.6 and subject to Sections 10.4 and 13.1 below, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Issuer or any Guarantors may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Trustee and Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling Agent: (i) sell or otherwise disposing of, dispose in any single transaction or series of related transactions, transactions of any property subject to the Lien of this Indenture that may be defective or the Security Instruments which has may have become worn out out, defective or obsolete or is not used or useful in the operation of the Issuer or any Guarantor and which either that has an aggregate Fair Market Value fair market value of such property of $100,000 per year 500,000 or less per transaction or which series of transactions that is replaced by property of substantially equivalent or greater value which becomes shall become subject to the Lien of the Security Instruments as after-acquired property; abandoningDocuments pursuant to Section 10.1; (ii) alter, terminatingrepair, cancellingreplace, 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 change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, 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 Documents shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve perfect the Lien of any of the relevant Security Instruments Document on such property, including all necessary financing statements and continuation statementsinstruments of further assurance, has not been recorded, registered or filed in the manner required by law to preserve continue the perfection of the Lien of and security interest in any of the Security Instruments Documents on such property, (2) does not comply with the terms of this Indenture and the Security Instruments Documents or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in Documents; (iii) subject to the good faith opinion provisions of the Board Security Documents, abandon, terminate, cancel, release or make alterations in or substitutions of Directors any leases, contracts or rights-of-way subject to the Lien of the Company Security Documents; provided, however, that (as evidenced by a Board Resolution delivered a) any altered or substituted leases, contracts or rights-of-way shall forthwith, without further action, be subject to the Trustee Lien of the Security Documents to the same extent as those previously existing and (b) if the Issuer or the relevant Guarantor shall receive any money or property in excess of the Issuer’s or the relevant Guarantor’s expenses in connection with such termination, cancellation, release, alteration or substitution as consideration or compensation for such termination, cancellation, release, alteration or substitution, such money or property, to the extent it involves Collateral having a Fair Market Value exceeds $50,000 (in which case all of the money and property so received and not just the portion in excess of $100,00050,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Trustee (unless otherwise required by a Permitted Lien permitted under the applicable Security Documents) such demolition, dismantling, tearing down, scrapping as Trust Monies subject to disposition as provided in Article XI or abandonment is in otherwise subjected to the best interests Lien 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 Security Documents; (iv) grant a nonexclusive non-exclusive license of any intellectual property; (v) abandon any intellectual property that the Issuer or the Guarantor, in its reasonable business judgment, concludes is no longer used or useful in any material respect in the conduct of the business of the Issuer or the relevant Guarantor; (vi) surrender or modify any franchise, license or permit subject to the Lien of any of the Security Documents which it may own or under which it may be operating if the Issuer or the relevant Guarantor in its reasonable business judgment concludes that such franchise, license or permit is no longer used or useful in the conduct of the business of the Issuer or the relevant Guarantor; and abandoning intellectual provided, further, that if such entity shall be entitled to receive any money or property in excess of such entity’s expenses in connection with such surrender or modification as consideration or compensation for such surrender or modification, such money or property, to the extent that it exceeds $50,000 (in which has become obsolete case all of the money and property so received and not used just the portion in excess of $50,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Trustee and Collateral Agent (unless otherwise required by a Permitted Lien) as Trust Monies subject to disposition as provided in Article XI, or otherwise subjected to the Lien of the Security Documents; (vii) subject to the provisions of the Security Documents, grant leases or subleases in respect of any Real Property in the businessevent that the Issuer or the relevant Guarantor determines, in its reasonable business judgment, that such Real Property is no longer useful in the conduct of such entity’s business and such leases or subleases do not materially interfere with the ordinary course of business of Parent and its Subsidiaries and do not materially affect the value of the property subject thereto; provided, however, that any such lease or sublease shall by its terms be subject and subordinate to the Lien, and otherwise comply with the provisions, of the Mortgage affecting such Real Property; and (viii) subject to the Security Documents, sell or otherwise dispose of inventory and modify, extend or renew, or compromise or settle any dispute or claim relating to, or sell any account, in each case in the ordinary course of business consistent with prudent business practice. INDENTURE (15% Senior Subordinated)Parent shall deliver to the Trustee, within 30 calendar days following any year, an Officers’ Certificate to the effect that all releases and withdrawals during the preceding twelve-month period undertaken by Parent or any Restricted Subsidiary pursuant to this Section 10.7 were in the ordinary course of Parent’s business and were not prohibited hereby and that all proceeds therefrom were used by Parent or such Restricted Subsidiary as permitted herein.

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 8.4, so (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefromresult, Issuer the Company 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 : selling or otherwise disposing ofof inventory in the ordinary course of business; collecting, selling or otherwise disposing of accounts receivable in the ordinary course of business; selling or otherwise disposing of any Collateral subject to the Lien of this Indenture and the Collateral Documents which has become worn out or obsolete 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 transactions that have a Fair Market Value of less than the greater of (i) $100,000 per year 25,000 and (ii) 1% of the aggregate principal amount of the outstanding Senior Notes or less or which is replaced through the replacement by property Collateral 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 operatingvalue; 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 or abandoning any thereof ifthereof. (b) In the event that the Company has sold, in the good faith opinion exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Board Collateral which under the provisions of Directors this Section 12.04 may be sold, exchanged or otherwise disposed of by the Company without any release or consent of the Trustee, and the Company (as evidenced by requests the Trustee to furnish a Board Resolution delivered written disclaimer, release or quitclaim of any interest in such property under any of the Collateral Documents, the Trustee shall promptly execute such an instrument upon delivery to the Trustee if it involves Collateral having a Fair Market Value of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in excess reasonable detail the property affected thereby, and stating and demonstrating that such property is property which by the provisions of $100,000) such demolitionthis Section 12.04 may be sold, dismantling, tearing down, scrapping exchanged or abandonment is in otherwise disposed of or dealt with by the best interests Company without any release or consent of the CompanyTrustee and (ii) an Opinion of Counsel, will not interfere subject to customary qualifications, stating that the sale, exchange or other disposition made or proposed to be made was duly made by the Company in conformity with Section 12.04(a) and that the execution of such written disclaimer, release or impede Trustee's ability quitclaim is appropriate to realize confirm the value propriety of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateralsuch sale, 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)exchange or other disposition under this Section 12.04.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 8.412.04, so long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, Issuer the Company and the Subsidiary Guarantors, as appropriate, may, without any prior release or consent by Trustee, conduct ordinary course activities in respect of the Collateral which do not individually Agent or in the aggregate adversely affect the value of the Collateral, including selling Trustee: (i) sell or otherwise disposing ofdispose of any machinery, in any single transaction equipment, furniture, apparatus, tools or series of related transactionsimplements, any materials or supplies or other similar property subject to the Lien of this Indenture or and the Security Instruments Agree ments, which has may have become worn out or obsolete and which either has an obsolete, not exceeding in aggregate Fair Market Value of value in any one calendar year $100,000 per year or less 500,000, or which is replaced by may constitute an Incidental Asset, upon substituting for the same other machinery, equip ment, furniture, apparatus, tools or implements, materials or supplies or other similar property not necessarily of substantially equivalent or greater the same character but of at least equal value to the Company as, and costing not less than the amount realized from, the Collateral disposed of, which becomes shall forthwith become, without further action, subject to the Lien of this Indenture and the Security Instruments as afterAgreements; (ii) grant rights-acquired of-way and easements over or in respect of the real property; abandoningPROVIDED, terminatingHOWEVER, cancellingthat such grant will not, releasing in the reasonable opinion of the Board of Directors, materially impair the usefulness of such property in the conduct of the Company's business and will not be prejudicial to the Holders of the Securities; (iii) abandon, terminate, cancel, release or making make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or and any of the Security InstrumentsAgreements; surrendering PROVIDED, HOWEVER, that any altered or modifying substituted contracts shall forthwith, without further action, be subject to the Lien of this Indenture and the 101 Security Agreements to the same extent as those previously existing; (iv) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or and any of the Security Instruments Agreements which it may own or under which it may be operating; alteringPROVIDED, repairingHOWEVER, replacingthat, changing after the surrender or modification of any such franchise, license or permit, the Company or the applicable Subsidiary Guarantor shall still, in the reasonable opinion of the Board of Directors of the Company, be entitled, under some other or without any franchise, license or permit, to conduct its business as it was operating immediately prior to such surrender or modification; (v) alter, repair, replace, change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, fixtures and appurtenances; PROVIDED, providedHOWEVER, however that no change in the location of any such Collateral subject to the Lien of any of the Security Instruments alteration, repair or replacement 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 Agreements and will not, in the Lien reasonable opinion of the Security InstrumentsBoard of Directors, be prejudicial to the interests of the Holders of the Securities; demolishingor (vi) demolish, dismantlingdismantle, tearing down tear down, abandon or scrapping scrap any portion of the Collateral (other than land or abandoning any thereof ifinterests in land (other than leases) and other than the Mortgaged Vessels), if in the good faith opinion of the Board of Directors of the Company (Directors, as evidenced by a Board Resolution delivered to the Trustee if it involves Collateral having a Fair Market Value in excess of $100,000) Resolution, such demolition, dismantling, tearing down, abandoning or 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, Company and the Fair Market Value fair market value and utility of the Collateral as an entirety, and the security for the Securities, will not thereby be impaired; (b) In the event that the Company or a Subsidiary Guarantor has sold, exchanged or otherwise impaired; granting a nonexclusive license disposed of or proposes to sell, exchange or otherwise dispose of any intellectual property; portion of the Collateral which under the provisions of this Section 12.03 may be sold, exchanged or otherwise disposed of by the Company without any release or consent of the Trustee, and abandoning intellectual the Company requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture and the Security Agreements, the Trustee, at the Company's expense, shall execute such an instrument upon delivery to the Trustee of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which has become obsolete by the provisions of this Section 12.03 may be sold, exchanged or otherwise disposed of or dealt with by the Company without any release or consent of the Trustee and not used (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or the Subsidiary Guarantor in conformity with a designated subsection of Section 12.03(a) (specifying which subsection) and that the business. INDENTURE (15% Senior Subordinated)execution of such written disclaimer, release or quitclaim is appropriate to confirm the propriety of such sale, disposition or other disposition under this Section 12.03.

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 the provisions of Section 8.4Sections 10.5 and 10.6 hereof and subject to and in accordance with the provisions of this Indenture, so long as no Default or Event of Default shall have occurred including Sections 10.3(c), 10.8 and be continuing or would result therefrom15.1 hereof, Issuer the Company may, without any prior release or consent by the Trustee, until (i) a Default pursuant to clause (1) or (2) of Section 6.1 shall have occurred and be continuing, (ii) an Event of Default shall have occurred and be continuing, (iii) an Acceleration Notice shall have been delivered or (iv) the Notes are otherwise due and payable, dispose of Permitted Investments and conduct ordinary course activities in with respect of to Collateral including the Collateral which do not individually or in the aggregate adversely affect the value of the Collateral, including selling following: (i) sell or otherwise disposing dispose of, in any single transaction or series of related transactions, any property subject to the Lien not constituting an Asset Sale by virtue of this Indenture or the Security Instruments which has become worn out or obsolete clauses (a), (b), (d), (e) 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 (g) of the Security Instruments as after-acquired property; abandoningproviso contained in the definition of "Asset Sale"; (ii) alter, terminatingrepair, cancellingreplace, 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 change the location or position of and adding add to its plants, structures, machinery, systems, equipment, fixtures, 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 Documents shall be made which (1) removes such property into a jurisdiction in which any instrument required by law to preserve perfect the Lien of any of the relevant Security Instruments Document on such property, including all necessary financing statements and continuation statementsinstruments of further assurance, has not been recorded, registered or filed in the manner required by law to preserve continue the perfection of the Lien of and security interest in any of the Security Instruments Documents on such property, property or (2) does not comply with the terms of this Indenture and the Security Instruments Documents; (iii) demolish, dismantle, tear down, scrap or (3) otherwise impairs the Lien of the Security Instruments; demolishing, dismantling, tearing down or scrapping abandon any Collateral or abandoning any thereof property 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) Company, such demolition, dismantling, tearing down, scrapping or abandonment is in the best interests of the Company; (iv) abandon, will not interfere with terminate, cancel, release or impede Trustee's ability make alterations in or substitutions of any leases, contracts or rights-of-way subject to realize the value Lien of the remaining Collateral and will not impair Security Documents; provided, however, that (a) any altered or substituted leases, contracts or rights-of-way shall forthwith, become subject to the maintenance and operation Lien of the remaining Collateral, Security Documents to the same extent as those previously existing and (b) if the Fair Market Value and utility Company or the relevant Guarantor shall receive any money or property in excess of the Collateral Company's or the relevant Guarantor's expenses in connection with such termination, cancellation, release, alteration or substitution as an entiretyconsideration or compensation for such termination, cancellation, release, alteration or substitution, such money or property, to the extent it exceeds $100,000 (in which case all of the money and property so received and not just the security for portion in excess of $100,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Securities, will not thereby be Trustee (unless otherwise impaired; granting required by a Permitted Lien permitted under the applicable Security Documents) as Trust Monies subject to disposition as provided in Article XII hereof or otherwise subjected to the Lien of the Security Documents; (v) grant a nonexclusive license of any intellectual property; and abandoning ; (vi) abandon any intellectual property that the Company or the relevant Guarantor, in its reasonable business judgment, concludes is no longer used or useful in any material respect in the conduct of the business of the Company or the relevant Guarantor; (vii) surrender or modify any franchise, license or permit subject to the Lien of any of the Security Documents which has become obsolete it may own or under which it may be operating if the Company or the relevant Guarantor in its reasonable business judgment concludes that such franchise, license or permit is no longer used or useful in the conduct of the business of the Company or the relevant Guarantor; provided that if such entity shall be entitled to receive any money or property in excess of such entity's expenses in connection with such surrender or modification as consideration or compensation for such surrender or modification, such money or property, to the extent that it exceeds $100,000 (in which case all of the money and property so received and not used just the portion in excess of $100,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Trustee (unless otherwise required by a Permitted Lien) as Trust Monies subject to disposition as provided in Article XII hereof, or otherwise subjected to the Lien of the Security Documents; (viii) grant leases or subleases in respect of any Real Property in the businessevent that the Company or the relevant Guarantor determines, in its reasonable business judgment, that such Real Property is no longer useful in the conduct of such entity's business and such leases or subleases do not materially interfere with the ordinary course of business of the Company and its Subsidiaries and do not materially affect the value of the property subject thereto; provided, however, that any such lease or sublease shall by its terms be subject and subordinate to the Lien, and otherwise comply with the provisions, of the Mortgage affecting such Real Property; and (ix) sell or otherwise dispose of inventory and modify, extend or renew, or compromise or settle any dispute or claim relating to, or sell any account. INDENTURE The disposition of assets and rights and the releases of Permitted Investments and other Collateral referred to in the preceding paragraph may be made without delivery to the Trustee of certificates required by the TIA. However, in lieu thereof, the Company will be required to deliver semi-annual Officers' Certificates to the effect that all such dispositions have been made in a manner permitted by the Indenture. Notwithstanding any other provision in this Indenture or in the Security Documents, prior to the delivery of an Acceleration Notice in accordance with Section 6.2 hereof, the Company and the Guarantors shall also be entitled, without any release or consent of the Trustee, to use cash or Cash Equivalents, including cash and Cash Equivalents held in the Collateral Account (15% Senior Subordinatedother than cash and Cash Equivalents held in the Repurchase Sub-Account), to pay operating expenses and to pay interest on the Notes. Nothing in this Article X shall limit the right of each of the Company and the Restricted Subsidiaries to sell, lease or otherwise deal in or dispose of its property or assets that do not constitute Collateral, subject only to the provisions of Article IV hereof.

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 or any 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 selling : (i) sell or otherwise disposing of, dispose in any single transaction or series of related transactions, transactions of any property subject to the Lien of this Indenture that may be defective or the Security Instruments which has may have become worn out out, defective or obsolete or is not used or useful in the operation of the Company or any Subsidiary Guarantor and which either has an aggregate Fair Market Value of such property of $100,000 per year 50,000 or less or which is replaced by property of substantially equivalent or greater value which becomes shall become subject to the Lien of the Security Instruments as after-acquired property; abandoningCollateral Documents pursuant to Section 10.01 hereof; (ii) alter, terminatingrepair, cancellingreplace, 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 change the location or position of and adding add to its plants, structures, machinery, systems, equipmentEquipment, fixtures, 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 perfect the Lien of any of the Security Instruments relevant Collateral Document on such property, including all necessary financing statements and continuation statementsinstruments of further assurance, has not been recorded, registered or filed in the manner required by law to preserve continue the perfection of 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 Instruments; demolishing, dismantling, tearing down or scrapping any Collateral or abandoning any thereof if, in Documents; (iii) subject to the good faith opinion provisions of the Board Collateral Documents, abandon, terminate, cancel, release or make alterations in or substitutions of Directors any leases, contracts or rights-of-way subject to the Lien of the Company Collateral Documents; provided, however, that (as evidenced by a Board Resolution delivered a) any altered or substituted leases, contracts or rights-of-way shall forthwith, without further action, be subject to the Trustee Lien of the Collateral Documents to the same extent as those previously existing and (b) if the Company or the relevant Subsidiary Guarantor shall receive any money or property in excess of the Company's or the relevant Subsidiary Guarantor's expenses in connection with such termination, cancellation, release, alteration or substitution as consideration or compensation for such termination, cancellation, release, alteration or substitution, such money or property, to the extent it involves Collateral having a Fair Market Value exceeds $100,000 (in which case all of the money and property so received and not just the portion in excess of $100,000100,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Trustee (unless otherwise required by a Permitted Lien permitted under the applicable Collateral Documents) such demolitionas Trust Monies subject to disposition as provided in Article 11 hereof or otherwise subjected to the Lien of the Collateral Documents; (iv) grant a non-exclusive license of any Intelle ctual Property; (v) abandon any Intellectual Property that the Company or the relevant Subsidiary Guarantor, dismantlingin its reasonable business judgment, tearing down, scrapping concludes is no longer used or abandonment is useful in any material respect in the best interests conduct of the Companybusiness of Company or the relevant Subsidiary Guarantor; (vi) surrender or modify any franchise, will license or permit subject to the Lien of any of the Collateral Documents which it may own or under which it may be operating if the Company or the relevant Subsidiary Guarantor in its reasonable business judgment concludes that such franchise, license or permit is no longer used or useful in the conduct of the business of the Company or the relevant Subsidiary Guarantor and provided, further, that if such entity shall be entitled to receive any money or property in excess of such entity's expenses in connection with such surrender or modification as consideration or compensation for such surrender or modification, such money or property, to the extent that it exceeds $100,000 (in which case all of the money and property so received and not just the portion in excess of $100,000 shall be subject to this clause), forthwith upon its receipt by such entity, shall be deposited with the Trustee (unless otherwise required by a Permitted Lien) as Trust Monies subject to dispo- sition as provided in Article 11 hereof, or otherwise subjected to the Lien of the Collateral Documents; (vii) subject to the provisions of the Collateral Documents, grant leases or subleases in respect of any Real Property in the event that the Company or the relevant Subsidiary Guarantor determines, in its reasonable business judgment, that such Real Property is no longer useful in the conduct of such entity's business and such leases or subleases do not materially interfere with or impede Trustee's ability to realize the ordinary course of business of the Company and its Subsidiaries and do not materially affect the value of the remaining Collateral property subject thereto; provided, however, that any such lease or sublease shall by its terms be subject and will not impair subordinate to the maintenance Lien, and operation otherwise comply with the provisions, of the remaining Collateral, and the Fair Market Value and utility of Mortgage affecting such Real Property; and (viii) subject to the Collateral as an entiretyDocuments, sell or otherwise dispose of inventory and the security for the Securitiesmodify, will not thereby be otherwise impaired; granting a nonexclusive license of extend or renew, or compromise or settle any intellectual property; and abandoning intellectual property which has become obsolete and not used dispute or claim relating to, or sell any account, in each case in the business. INDENTURE (15% Senior Subordinated)ordinary course of business consistent with prudent business practice.

Disposition of Collateral Without Release. Notwithstanding the provisions of Sections 11.5 and Section 8.411.6 hereof, the Intercreditor Agreement, and the Collateral Documents and subject to Sections 11.8 and Section 14.10 hereof, so long as no Event of Default under this Indenture (or "event of default" under each of the Revolving Credit Facility and the Bridge Loan) exists or no Default or Event of Default shall have occurred under this Indenture (or "default" or "event of default" under each of the Revolving Credit Facility and be continuing or the Bridge Loan), would result therefromtherefrom and so long as such transaction would not violate the Intercreditor Agreement and other Collateral Documents, Issuer the Company and its Restricted Subsidiaries may, to the extent permitted by applicable law, without any prior release or consent by the Trustee, conduct ordinary course activities : (1) dispose of equipment and other assets included 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 that has become worn out out, defective or obsolete or not used or useful in the business of the Company or any Restricted Subsidiary and which either has an aggregate Fair Market Value of $100,000 per year is, to the extent required 112 by the Intercreditor Agreement or less or which is other Collateral Documents, replaced by property of substantially equivalent or greater value which becomes subject to the Lien of any of the Security Instruments as after-acquired propertyCollateral Documents; abandoning(2) sell, terminating, cancelling, releasing lease or making alterations in or substitutions of abandon any leases or contracts undeveloped oil and gas property subject to the Lien of this Indenture or any of the Security InstrumentsCollateral Documents or any other oil and gas property subject to the Lien of any of the Collateral Documents that is not capable of production in economic quantities; surrendering (3) terminate, cancel, amend or modifying otherwise modify any franchise, contract subject to the Lien of any of the Collateral Documents; (4) surrender or modify any 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 operatingCollateral Documents; altering(5) alter, repairingrepair, replacingreplace, changing change the location or and position of and adding add to its the structures, machinery, systems, equipment, fixtures, fixtures and appurtenances, provided, however that no change in the location of appurtenances on any such Collateral property subject to the Lien of any of the Security Instruments Collateral Documents; or (6) sell hydrocarbons or other mineral products for value. The Company shall be made execute and deliver to the Collateral Agent, within 30 calendar days following the end of each six-month period beginning on December 1, 2004, a certificate to the effect that all releases and withdrawals during the preceding six-month period with respect to which (1) removes such property into a jurisdiction in which any instrument required by law to preserve the Lien of any no release or consent of the Security Instruments on such property, including all necessary financing statements and continuation statements, has not been recorded, registered or filed Collateral Agent was obtained were in the manner required by law to preserve the Lien of and security interest in any ordinary course 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 business of the Company (as evidenced and the Restricted Subsidiaries and were permitted by a Board Resolution delivered this Indenture, the Intercreditor Agreement and other Collateral Documents or the TIA. Nothing in this Article 11 shall limit the right of each of the Company and the Restricted Subsidiaries to sell, lease or otherwise deal in or dispose of its property or assets that do not constitute Collateral, subject only to the Trustee if it involves Collateral having a Fair Market Value in excess provisions 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)Article 6 hereof.

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.

Disposition of Collateral Without Release. (a) Notwithstanding Section 11.03 hereof relating to releases of Collateral, but subject to and in accordance with the provisions of Section 8.4the Collateral Documents and this Indenture, so long as no Default the Collateral Agent, the Trustee, the Credit Facility Collateral Agent or the Credit Facility Lenders have not exercised their rights with respect to the Collateral upon the occurrence and during the continuance of an Event of Default shall Default, the Company and the Guarantors will have occurred the right to remain in possession and be continuing or would result retain exclusive control of the Collateral, to operate the Collateral, to alter and repair the Collateral and to collect, invest and dispose of any income therefrom. (b) Notwithstanding the foregoing, Issuer the Company and the Guarantors may, among other things, without any prior release or consent by Trusteethe Trustee or the Collateral Agent, conduct ordinary course activities in respect use and dispose of the Collateral which do in any lawful manner not individually inconsistent with the provisions of this Indenture or in the aggregate adversely affect the value any of the CollateralCollateral Documents, including including, without limitation, (i) 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 out, defective or obsolete and which either has an aggregate Fair Market Value of $100,000 per year or less that would no longer be used or which is replaced by property of substantially equivalent or greater value which becomes subject to useful in the Lien of the Security Instruments as after-acquired propertybusiness; (ii) 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; (iii) 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; 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 ; (1iv) 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; (v) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vi) selling, collecting, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (vii) making cash payments (including for the scheduled repayment of Indebtedness) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Collateral Documents; and (viii) abandoning any intellectual property which has become obsolete and not is no longer used or useful in the Company’s business. INDENTURE (15% Senior Subordinated).

Disposition of Collateral Without Release. Notwithstanding the provisions of Section 8.4, so (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, Issuer the Company and its Subsidiaries may, without any prior release or consent by the Collateral Agent or 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 selling sell or otherwise disposing ofdispose of (x) any machinery, in any single transaction equipment, furniture, apparatus, tools or series of related transactions, any implements or other similar 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 at such time is replaced by property of substantially equivalent or greater value which becomes subject to the Lien of the Security Instruments Collateral Documents, which may have become worn out or obsolete, or (y) unimproved real property not needed by current operations at the time of such sale or in the foreseeable future at the time of such sale not exceeding individually, in Fair Market Value, $500,000, subject in all cases to the requirements of and restrictions contained in the TIA. (b) In the event that the Company or its Subsidiaries, as after-acquired property; abandoningapplicable, terminatinghas sold, cancellingexchanged, releasing or making alterations in otherwise disposed of or substitutions proposes to sell, exchange or otherwise dispose of any leases or contracts subject to portion of the Lien Collateral which under the provisions of this Indenture Section 10.04 may be sold, exchanged or otherwise disposed of by the Company or by its Subsidiaries, as applicable, without any release or consent of the Collateral Agent or the Trustee, and the Company or its Subsidiaries, as applicable, requests the Collateral Agent or the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Instruments; surrendering or modifying any franchiseCollateral Documents, 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; alteringCollateral Agent shall promptly execute (or, 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 if so requested 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 (or by its Subsidiaries, as evidenced by a Board Resolution delivered applicable, shall promptly instruct the Trustee to execute) such an instrument upon delivery to the Trustee if it involves Collateral having a Fair Market Value of (i) an Officers’ Certificate by the Company or by its Subsidiaries, as applicable, reciting the sale, exchange or other disposition made or proposed to be made and describing in excess of $100,000) such demolition, dismantling, tearing down, scrapping or abandonment is in reasonable detail 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 Collateralproperty affected thereby, and stating and demonstrating that such property is property which by the Fair Market Value and utility provisions of this Section 10.04 may be sold, exchanged or otherwise disposed of or dealt with by the Company or by its Subsidiaries, as applicable, without any release or consent of the Collateral Agent or the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly made by the Company or its Subsidiaries, as an entiretyapplicable, in conformity with Section 10.04(a) and that the security execution of such written disclaimer, release or quitclaim is appropriate to confirm the propriety of such sale, exchange or other disposition under this Section 10.04. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent or the Trustee hereunder as sufficient for the Securities, will not thereby be otherwise impaired; granting a nonexclusive license purposes of any intellectual property; and abandoning intellectual property which has become obsolete and not used in the business. INDENTURE (15% Senior Subordinated)this Indenture.

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