Common use of Disposition of Collateral Without Release Clause in Contracts

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 11.04, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer or any Mortgaged Vessel Guarantor may, without any release or consent by the Trustee or the Collateral Trustee: (i) sell or otherwise dispose of any machinery, equipment, furniture, tools, materials or supplies or other similar property subject to the Lien of the Security Documents, which may have become worn out or obsolete; (ii) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers or 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, contracts or rights-of-way subject to the Lien of any of the Security Documents or 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; (iv) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish, dismantle, tear down or scrap any Collateral (other than the Mortgaged Vessels), or abandon any thereof (other than the Mortgaged Vessels), if in the good faith opinion of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the interests of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may be, and the Fair Market Value and utility of the Collateral as an 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 disposed of or proposes to sell, exchange or otherwise dispose of any 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 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 Officers’ 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 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 strict compliance with the provisions of this Section 11.03 shall be deemed not to impair the Security Interests in contravention of the provisions of this Indenture. 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 the provisions of Section 11.04paragraphs 1.1 to 1.5 above, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer the Borrower or any Mortgaged Vessel Guarantor may, in accordance with the provisions of this Agreement, without any release or consent by the Trustee Facility Agent or the Collateral TrusteeSecurity Agent: (i) sell or otherwise dispose of any machinery, equipment, furniture, tools, materials or supplies or other similar property subject to the Lien of the Security Documents, which may have become worn out or obsolete; (ii) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers Borrower or the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ Borrower’s business and will not be materially prejudicial to the interests of the HoldersFinance Parties; (iii) abandon, terminate, cancel, release release, extend, renew, replace, amend or make alterations in or substitutions of modify any leases, contracts or rights-of-way subject to the Lien of any of the Security Documents or 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; (iv) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish, dismantle, tear down or scrap any Collateral (other than the Mortgaged Vessels), or abandon any thereof (other than the Mortgaged Vessels), if in the good faith opinion of the Co-Issuers Borrower or the relevant Mortgaged Vessel Guarantor, as the case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the interests of the Co-Issuers Borrower or the relevant Mortgaged Vessel Guarantor, as the case may be, and the Fair Market Value and utility of the Collateral as an 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 relatedrelated in accordance with the Security Documents. (b) In the event that the Co-Issuers Borrower or any Mortgaged Vessel Guarantor 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 11.03 paragraph 1.6 may be sold, exchanged or otherwise disposed of by the Co-Issuers Borrower or such Mortgaged Vessel Guarantor without any release or consent of the Trustee Facility Agent or the Collateral TrusteeSecurity Agent, and the Co-Issuers Borrower or such Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee Security Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Collateral Trustee Security Agent shall, at the cost and expense of the Co-Issuers Borrower and the Mortgaged Vessel Guarantorssuch Guarantor, promptly execute such an instrument upon delivery to the Trustee Facility Agent and the Collateral Trustee Security Agent of (i) an Officers’ Officer’s Certificate by the Co-Issuers Borrower or such Mortgaged Vessel 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 by the provisions of this Section 11.03 paragraph 1.6 may be sold, exchanged or otherwise disposed of or dealt with by the Co-Issuers Borrower or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Trustee Facility Agent or the Collateral Trustee Security Agent, and (iiB) an Opinion of Counsel stating that all conditions precedent provided in the sale, exchange or other disposition made or proposed Finance Documents and the Senior Secured Note Documents relating 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 11.03or any interest in such property have been complied with. Any disposition of Collateral made in strict compliance with the provisions of this Section 11.03 paragraph 1.6 shall be deemed not to impair the Security Interests in contravention of the provisions of this IndentureAgreement. Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee Facility Agent or the Collateral TrusteeSecurity Agent.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 11.04paragraphs 1.1 to 1.6 above, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer the Parent or any Mortgaged Vessel Guarantor may, in accordance with the provisions of this Agreement, without any release or consent by the Trustee Facility Agent or the Collateral TrusteeSecurity Agent: (i) sell or otherwise dispose of any machinery, equipment, furniture, tools, materials or supplies or other similar property subject to the Lien of the Security Documents, which may have become worn out or obsolete; (ii) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers Parent or the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ Parent’s business and will not be materially prejudicial to the interests of the HoldersFinance Parties; (iii) abandon, terminate, cancel, release release, extend, renew, replace, amend or make alterations in or substitutions of modify any leases, contracts or rights-of-way subject to the Lien of any of the Security Documents or 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; (iv) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish, dismantle, tear down or scrap any Collateral (other than the Mortgaged VesselsVessels or Mortgaged Container Assets), or abandon any thereof (other than the Mortgaged VesselsVessels or Mortgaged Container Assets), if in the good faith opinion of the Co-Issuers Parent or the relevant Mortgaged Vessel Guarantor, as the case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the interests of the Co-Issuers Parent or the relevant Mortgaged Vessel Guarantor, as the case may be, and the Fair Market Value and utility of the Collateral as an 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 relatedrelated in accordance with the Security Documents. (b) In the event that the Co-Issuers Parent or any Mortgaged Vessel Guarantor 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 11.03 paragraph 1.7 may be sold, exchanged or otherwise disposed of by the Co-Issuers Parent or such Mortgaged Vessel Guarantor without any release or consent of the Trustee Facility Agent or the Collateral TrusteeSecurity Agent, and the Co-Issuers Parent or such Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee Security Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Collateral Trustee Security Agent shall, at the cost and expense of the Co-Issuers Parent and the Mortgaged Vessel Guarantors, promptly execute such an instrument upon delivery to the Trustee Facility Agent and the Collateral Trustee Security Agent of (i) an Officers’ Officer’s Certificate by the Co-Issuers Parent or such Mortgaged Vessel 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 by the provisions of this Section 11.03 paragraph 1.7 may be sold, exchanged or otherwise disposed of or dealt with by the Co-Issuers Parent or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Trustee Facility Agent or the Collateral Trustee Security Agent, and (B) that all conditions precedent provided in the Finance Documents and the Senior Secured Note Documents relating to the written disclaimer, release or quitclaim or 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 Co-Issuers Parent or such Mortgaged Vessel Guarantor, as the case may be, in conformity with a designated subsection of Section 11.03(aparagraph 1.7(a) and that the execution of such written disclaimer, release or quitclaim is appropriate under this Section 11.03paragraph 1.7, and (B) that, for the avoidance of doubt, all conditions precedent provided in the Finance Documents and the Senior Secured Note 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 strict compliance with the provisions of this Section 11.03 paragraph 1.7 shall be deemed not to impair the Security Interests in contravention of the provisions of this IndentureAgreement. Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee Facility Agent or the Collateral TrusteeSecurity Agent.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 11.0412.04, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer or any Mortgaged Vessel Guarantor the Company, the Subsidiary Guarantors and the Pledgors, as the case may be, may, without any release or consent by the Trustee or the Collateral Trustee: (i) sell or otherwise dispose of any machinery, equipment, furniture, toolsapparatus, tools or implements, materials or supplies or other similar property subject to the Lien of this Indenture and the Security DocumentsAgreements, which may have become worn out or obsolete, not exceeding in aggregate value in any one calendar year $1,000,000, or which 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 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 shall forthwith become, without further action, subject to the Lien of this Indenture and the Security Agreements; (ii) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers or 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, contracts or rights-of-way subject to the Lien of this Indenture and any of the Security Documents Agreements; provided, however, that any altered or 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 and any of the Security Documents Agreements 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, the applicable Subsidiary Guarantor or the applicable Pledgor shall still, in the reasonable opinion of the Board of Directors, 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; or (iv) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish, dismantle, tear down down, abandon or scrap any portion of the Mortgaged Collateral (other than the a Mortgaged Vessels), or abandon any thereof (other than the Mortgaged VesselsVessel), if in the good faith opinion of the Co-Issuers or the relevant Mortgaged Vessel GuarantorBoard of Directors, as the case may beevidenced by a Board Resolution, such demolition, dismantling, tearing down, abandoning or scrapping or abandonment is in the best interests of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may be, Company and the Fair Market Value fair market value and utility of the Collateral as an entirety entirety, and the security for the Securities, 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 relatedimpaired. (b) In the event that the Co-Issuers Company, a Subsidiary Guarantor or any Mortgaged Vessel Guarantor a Pledgor 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 11.03 12.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Mortgaged Vessel Guarantor Company without any release or consent of the Trustee or the Collateral Trustee, and the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, Company requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of this Indenture and the Security DocumentsAgreements, the Collateral Trustee shall, at the cost and expense of the Co-Issuers and the Mortgaged Vessel Guarantors, promptly shall execute such an instrument upon delivery to the Trustee and the Collateral Trustee of (i) an Officers’ ' Certificate by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, 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 by the provisions of this Section 11.03 12.03 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, Company 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 Company, the Subsidiary Guarantor or such Mortgaged Vessel Guarantor, as the case may be, Pledgor in conformity with a designated subsection of Section 11.03(a12.03(a) and that the 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. Any disposition of Collateral made in strict compliance with the provisions of this Section 11.03 shall be deemed not to impair the Security Interests in contravention of the provisions of this Indenture. Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Collateral Trustee12.03.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 11.04, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer or any Mortgaged Vessel Guarantor the Company and the Guarantors, as appropriate, may, without any release or consent by the Trustee Collateral Agent or the Collateral Trustee: (i1) sell or otherwise dispose of any machinery, equipment, furniture, toolsapparatus, tools or implements, materials or supplies or other similar property subject to the Lien of any of the Security Documents, which may have become worn out or obsolete, not exceeding in aggregate value in any one calendar year $500,000; (ii2) grant rights-of-way and easements over or in respect of the real property subject to the Lien of any real propertyof the Security Documents; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may beDirectors, materially impair the usefulness of such property in the conduct of the Co-Issuers’ Company's or the applicable Guarantor's business and will not be materially prejudicial to the interests Holders of the HoldersSecurities; (iii3) abandon, terminate, cancel, release or make alterations in or substitutions of any leases, contracts or rights-of-way subject to the Lien of any of the Security Documents; provided, however, that any altered or substituted contracts shall forthwith, without further action, be subject to the Lien of the Security Documents or to the same extent as those previously existing; (4) 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 or the applicable 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; or (iv5) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish; provided, dismantlehowever, tear down that such alteration, repair or scrap any Collateral (other than replacement shall comply with the Mortgaged Vessels)terms of the Security Documents and will not, or abandon any thereof (other than the Mortgaged Vessels), if in the good faith reasonable opinion of the Co-Issuers or the relevant Mortgaged Vessel GuarantorBoard of Directors, as the case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in be prejudicial to the interests of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may be, and the Fair Market Value and utility Holders of the Collateral as an 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 relatedSecurities. (b) In the event that the Co-Issuers Company or any Mortgaged Vessel a Guarantor 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 11.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Mortgaged Vessel Guarantor Company without any release or consent of the Trustee or the Collateral Trustee, and the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, Company requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of this Indenture and the Security Documents, the Collateral Trustee shallTrustee, at the cost and expense of the Co-Issuers and the Mortgaged Vessel GuarantorsCompany's expense, promptly shall execute such an instrument prepared by the Company upon delivery to the Trustee and the Collateral Trustee of (i) an Officers’ ' Certificate prepared by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, 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 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, Company 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 Company or such Mortgaged Vessel Guarantor, as the case may be, applicable Guarantor in conformity with a designated subsection of Section 11.03(a) (specifying which subsection) and that the 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. Any disposition of Collateral made in strict compliance with the provisions of this Section 11.03 shall be deemed not to impair the Security Interests in contravention of the provisions of this Indenture. 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 the provisions of Section 11.0412.04, so long as no Event of Default shall have occurred and be continuing, a Co-Issuer or any Mortgaged Vessel Guarantor the Company, the Subsidiary Guarantors and the Pledgors, as the case may be, may, without any release or consent by the Trustee or the Collateral Trustee: (i) sell or otherwise dispose of any machinery, equipment, furniture, toolsapparatus, tools or implements, materials or supplies or other similar property subject to the Lien of this Indenture and the Security DocumentsAgreements, which may have become worn out or obsolete, not exceeding in aggregate value in any one calendar year $1,000,000, or which 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 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 shall forthwith become, without further action, subject to the Lien of this Indenture and the Security Agreements; (ii) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers or 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, contracts or rights-of-way subject to the Lien of this Indenture and any of the Security Documents Agreements; provided, however, that any altered or 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 and any of the Security Documents Agreements 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, the applicable Subsidiary Guarantor or the applicable Pledgor 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; or (iv) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (v) demolish, dismantle, tear down down, abandon or scrap any portion of the Mortgaged Collateral (other than the a Mortgaged Vessels), or abandon any thereof (other than the Mortgaged VesselsVessel), if in the good faith opinion of the Co-Issuers or the relevant Mortgaged Vessel GuarantorBoard of Directors, as the case may beevidenced by a Board Resolution, such demolition, dismantling, tearing down, abandoning or scrapping or abandonment is in the best interests of the Co-Issuers or the relevant Mortgaged Vessel Guarantor, as the case may be, Company and the Fair Market Value fair market value and utility of the Collateral as an entirety entirety, and the security for the Securities, 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 relatedimpaired. (b) In the event that the Co-Issuers Company, a Subsidiary Guarantor or any Mortgaged Vessel Guarantor a Pledgor 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 11.03 12.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers or such Mortgaged Vessel Guarantor Company without any release or consent of the Trustee or the Collateral Trustee, and the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, Company requests the Collateral Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under any of this Indenture and the Security DocumentsAgreements, the Collateral Trustee shall, at the cost and expense of the Co-Issuers and the Mortgaged Vessel Guarantors, promptly shall execute such an instrument upon delivery to the Trustee and the Collateral Trustee of (i) an Officers’ ' Certificate by the Co-Issuers or such Mortgaged Vessel Guarantor, as the case may be, 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 by the provisions of this Section 11.03 12.03 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, Company 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 Company, the Subsidiary Guarantor or such Mortgaged Vessel Guarantor, as the case may be, Pledgor in conformity with a designated subsection of Section 11.03(a12.03(a) and that the 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. Any disposition of Collateral made in strict compliance with the provisions of this Section 11.03 shall be deemed not to impair the Security Interests in contravention of the provisions of this Indenture. Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Collateral Trustee12.03.

Disposition of Collateral Without Release. (a) Notwithstanding the provisions of Section 11.04, so long as no Event of Default shall have occurred and be continuing, a Co-the Issuer or any Mortgaged Vessel Guarantor may, in accordance with the provisions of this Indenture, without any release or consent by the Trustee or the Collateral TrusteeSecurity Agent: (iA) sell or otherwise dispose of any machinery, equipment, furniture, tools, materials or supplies or other similar property subject to the Lien of the Security Documents, which may have become worn out or obsolete; (iiB) grant rights-of-way and easements over or in respect of any real property; provided, however, that such grant will not, in the reasonable opinion of the Board of Directors of the Co-Issuers Issuer or the relevant Mortgaged Vessel Guarantor, as the case may be, materially impair the usefulness of such property in the conduct of the Co-Issuers’ Issuer’s business and will not be materially prejudicial to the interests of the Holders; (iiiC) abandon, terminate, cancel, release release, extend, renew, replace, amend or make alterations in or substitutions of modify any leases, contracts or rights-of-way subject to the Lien of any of the Security Documents or 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; (ivD) alter, repair, replace, change the location or position of and add to its plants, structures, machinery, systems, equipment, fixtures and appurtenances; (vE) demolish, dismantle, tear down or scrap any Collateral (other than the Mortgaged Vessels), or abandon any thereof (other than the Mortgaged Vessels), if in the good faith opinion of the Co-Issuers Issuer or the relevant Mortgaged Vessel Guarantor, as the case may be, such demolition, dismantling, tearing down, scrapping or abandonment is in the interests of the Co-Issuers Issuer or the relevant Mortgaged Vessel Guarantor, as the case may be, and the Fair Market Value and utility of the Collateral as an entirety will not thereby be impaired in any material respect; or (viF) apply insurance proceeds received under such circumstances other than an a Total Loss Event of Loss to the repair of the Mortgaged Vessel to which such insurance proceeds relatedrelated in accordance with the Security Documents. (b) In the event that the Co-Issuers Issuer or any Mortgaged Vessel Guarantor 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 11.03 may be sold, exchanged or otherwise disposed of by the Co-Issuers Issuer or such Mortgaged Vessel Guarantor without any release or consent of the Trustee or the Collateral TrusteeSecurity Agent, and the Co-Issuers Issuer or such Mortgaged Vessel Guarantor, as the case may be, requests the Collateral Trustee Security Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under any of the Security Documents, the Collateral Trustee Security Agent shall, at the cost and expense of the Co-Issuers Issuer and the Mortgaged Vessel GuarantorsGuarantor, promptly execute such an instrument upon delivery to the Trustee and the Collateral Trustee Security Agent of (i) an Officers’ Officer’s Certificate by the Co-Issuers Issuer or such Mortgaged Vessel 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 by the provisions of this Section 11.03 may be sold, exchanged or otherwise disposed of or dealt with by the Co-Issuers Issuer or such Mortgaged Vessel Guarantor, as the case may be, without any release or consent of the Trustee or the Collateral Trustee 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 Co-Issuers Issuer 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. , 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. (c) Any disposition of Collateral made in strict compliance with the provisions of this Section 11.03 shall be deemed not to impair the Security Interests in contravention of the provisions of this Indenture. . (d) Any such disclaimer, release or quitclaim shall be without recourse to, or any representation or warranty by, the Trustee or the Collateral TrusteeSecurity Agent.