Common use of Event of Default and Remedies Clause in Contracts

Event of Default and Remedies. An Event of Default as defined in the Revolving Credit and Guaranty Agreement shall be an Event of Default hereunder. Upon the occurrence and during the continuance of an Event of Default, this Fleet Mortgage shall be in default, and the Mortgagee shall have the right to exercise one or more of the following remedies: (1) the Mortgagee may exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of Chapter 313 or by any other applicable laws and exercise all of its rights and remedies as attorney-in-fact or otherwise under this Fleet Mortgage; (2) the Mortgagee may bring suit at law, in equity or in admiralty in any court to foreclose, including foreclosure by seizure, arrest and sale of the Vessels, or any of them, or to recover judgment for the Secured Obligations, and collect the same out of any and all property of the Mortgagor whether covered by this Fleet Mortgage or otherwise; (3) the Mortgagee may take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Mortgagor or other person in possession thereof shall forthwith upon demand of the Mortgagee surrender to the Mortgagee possession of the Vessels, or any of them, and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as they may deem to be for their best advantage, accounting only for the net profits, if any, arising from the use of such Vessel or Vessels or from the sale thereof, by court proceedings or pursuant to clause (4) below, net of all costs, expenses, charges, damages or losses by reason of such use; (4) the Mortgagee may sell the Vessels, or any of them, free from any claim of or by the Mortgagor in admiralty, in equity, at law or by statute and upon such terms and conditions as the Mortgagee determines, at public or private sale, by sealed bids or otherwise, by first publishing notice of any such public sale for ten (10) consecutive days in a newspaper published in the City of New York, State of New York, and if the place of sale should not be the City of New York, then also by publication of similar notice in a daily newspaper, if any, published at the place of sale, and by mailing notice of such sale, whether public or private, addressed to the Mortgagor at its respective last known address fourteen (14) days prior to the date fixed for entering into the contract of sale; in the event that the Vessels, or any of them, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessels, or any of them, to the place designated for such sale and in such manner as the Mortgagee may deem to be for its advantage; or (5) demand and receive all freights, hires, charter hires, earnings, issues, revenues, income or profits of the Vessels, or any of them, due or to become due from any person whomsoever. Any sale of the Mortgagor's interest in the Vessels, or any of them, made pursuant to this Fleet Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall forever bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owing, may bid for and purchase the Vessels, or any of them, or other property of the Mortgagor and shall be entitled for the purpose of making settlement or payment for the property so purchased, to use and apply the unpaid balance of their portion of the Secured Obligations due and owing, or which may become due or owing, as a credit against the purchase price of the Vessels, or any of them, up to the amount represented by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to such Mortgagee or such person. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to make all necessary transfers of the Vessels, or any of them, and for that purpose the Mortgagee and its successors and assigns may execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney or attorneys shall do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee, ratify and confirm such sale by executing and delivering to the purchaser of such Vessel or Vessels such proper bill of sale, conveyance, instrument of transfer and release as may bx xxsignated in such request. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to demand, collect, receive, compromise and sue for, so far as may be permitted by law, the Mortgagor's interest xx all freights, hire, earnings, issues, revenues, income and profits of the Vessels, or any of them, and the Mortgagor's interest in all amounts due from the underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries in general average or otherwise, and the Mortgagor's interest in all other sums, due or to become due at or after the time of the happening of any Event of Default, in respect of the Vessels, or any of them, or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing. The Mortgagor covenants and agrees that in addition to any and all other rights, powers and remedies elsewhere in this Fleet Mortgage granted to and conferred upon the Mortgagee, the Mortgagee in any suit to enforce any of its rights, powers or remedies shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Mortgagor's interest in the Vessels, or any of them, and the Mortgagor's interest in the hire, earnings, issues, revenues, freights, incomes and profits due or to become due and arising from the operation thereof, and (ii) to a decree ordering and directing the sale and disposal of the Vessels, or any of them.

Event of Default and Remedies. An Event of Default as defined in the Revolving Credit and Guaranty Agreement shall be an Event of Default hereunder. Upon the occurrence and during the continuance of an Event of Default, this Fleet Mortgage Lender shall have the immediate right, at the sole discretion of Lender and without notice, presentment for payment, demand, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration or any other notice or any other action (ALL OF WHICH BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES) (i) to declare the entire Indebtedness (including the Outstanding Principal Balance hereof, all sums advanced or accrued hereunder or under any other Loan Document, and all accrued but unpaid interest and other charges thereon) at once immediately due and payable (and upon such declaration, the same shall be at once immediately due and payable) and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity; (ii) to foreclose any liens and security interests securing payment hereof or thereof (including any liens and security interests covering any portion of the Mortgaged Property); and (iii) to exercise any of Lender’s other rights, powers, recourses and remedies under this Note, under any other Loan Document or at law or in defaultequity, and the Mortgagee same (a) shall have be cumulative and concurrent, (b) may be pursued separately, singly, successively or concurrently against Borrower or others obligated for the right to exercise repayment of this Note or any part hereof, or against any one or more of them, or against the following remedies: (1) Mortgaged Property, at the Mortgagee sole discretion of Lender, may exercise all be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise, discontinuance of the exercise of or failure to exercise at of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. All rights and remedies in foreclosure of Lender hereunder and otherwise given under the other Loan Documents shall, to mortgagees the extent not prohibited by the provisions of Chapter 313 or by any other applicable laws and exercise all of its rights and remedies as attorney-in-fact or otherwise under this Fleet Mortgage; (2) the Mortgagee may bring suit at law, in equity or in admiralty in extend to any court to forecloseperiod after the initiation of foreclosure proceedings, including foreclosure by seizure, arrest and sale of the Vessels, or any of them, or to recover judgment for the Secured Obligations, and collect the same out of any and all property of the Mortgagor whether covered by this Fleet Mortgage or otherwise; (3) the Mortgagee may take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Mortgagor or other person in possession thereof shall forthwith upon demand of the Mortgagee surrender to the Mortgagee possession of the Vessels, or any of them, and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as they may deem to be for their best advantage, accounting only for the net profits, if any, arising from the use of such Vessel or Vessels or from the sale thereof, by court proceedings or pursuant to clause (4) below, net of all costs, expenses, charges, damages or losses by reason of such use; (4) the Mortgagee may sell the Vessels, or any of them, free from any claim of or by the Mortgagor in admiralty, in equity, at law or by statute and upon such terms and conditions as the Mortgagee determines, at public or private sale, by sealed bids judicial or otherwise, by first publishing notice of any such public sale for ten (10) consecutive days in a newspaper published in the City of New York, State of New York, and if the place of sale should not be the City of New York, then also by publication of similar notice in a daily newspaper, if any, published at the place of sale, and by mailing notice of such sale, whether public or private, addressed to the Mortgagor at its respective last known address fourteen (14) days prior to the date fixed for entering into the contract of sale; in the event that the Vessels, or any of them, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessels, or any of them, to the place designated for such sale and in such manner as the Mortgagee may deem to be for its advantage; or (5) demand and receive all freights, hires, charter hires, earnings, issues, revenues, income or profits of the Vessels, or any of them, due or to become due from any person whomsoever. Any sale of the Mortgagor's interest in the Vessels, or any of them, made pursuant to this Fleet Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall forever bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owing, may bid for and purchase the Vessels, or any of them, or other property of the Mortgagor and shall be entitled for the purpose of making settlement or payment for the property so purchased, to use and apply the unpaid balance of their portion of the Secured Obligations due and owing, or which may become due or owing, as a credit against the purchase price of the Vessels, or any of them, up to the amount represented by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to such Mortgagee or such person. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to make all necessary transfers of the Vessels, or any of them, and for that purpose the Mortgagee and its successors and assigns may execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney or attorneys shall do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee, ratify and confirm such sale by executing and delivering to the purchaser of such Vessel or Vessels such proper bill of sale, conveyance, instrument of transfer and release as may bx xxsignated in such request. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to demand, collect, receive, compromise and sue for, so far as may be permitted by law, the Mortgagor's interest xx all freights, hire, earnings, issues, revenues, income and profits of the Vessels, or any of them, and the Mortgagor's interest in all amounts due from the underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries in general average or otherwise, and the Mortgagor's interest in all other sums, due or to become due at or after the time of the happening of any Event of Default, in respect of the Vessels, or any of them, or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoingMortgaged Property or any portion thereof. The Mortgagor covenants and agrees that in addition This Note is also subject to any and all other rights, powers and remedies elsewhere in this Fleet Mortgage granted to and conferred upon the Mortgagee, the Mortgagee in any suit to enforce any of its rights, powers or remedies shall be entitled acceleration as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Mortgagor's interest provided in the Vessels, or any of them, and the Mortgagor's interest in the hire, earnings, issues, revenues, freights, incomes and profits due or to become due and arising from the operation thereof, and (ii) to a decree ordering and directing the sale and disposal of the Vessels, or any of themLoan Agreement.

Event of Default and Remedies. An Event of Default as defined in the Revolving Credit and Guaranty Loan Agreement shall be an Event of Default hereunder. Upon the occurrence and during the continuance of an Event of Default, this Fleet Mortgage shall be in default, and the Mortgagee shall have the right to exercise one or more of the following remedies: (1a) the Mortgagee may exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of Chapter 313 or by any other applicable laws and exercise all of its rights and remedies as attorney-in-fact or otherwise under this Fleet Mortgage; (2b) the Mortgagee may bring suit at law, in equity or in admiralty in any court to foreclose, including foreclosure by seizure, arrest and sale of the Vessels, or any of them, or to recover judgment for the Secured Obligations, and collect the same out of any and all property of the Mortgagor whether covered by this Fleet Mortgage or otherwise; (3c) the Mortgagee may take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Mortgagor or other person in possession thereof shall forthwith upon demand of the Mortgagee surrender to the Mortgagee possession of the Vessels, or any of them, and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as they may deem to be for their best advantage, accounting only for the net profits, if any, arising from the use of such Vessel or Vessels or from the sale thereof, by court proceedings or pursuant to clause (4d) below, net of all costs, expenses, charges, damages or losses by reason of such use; (4d) the Mortgagee may sell the Vessels, or any of them, free from any claim of or by the Mortgagor in admiralty, in equity, at law or by statute and upon such terms and conditions as the Mortgagee determines, at public or private sale, by sealed bids or otherwise, by first publishing notice of any such public sale for ten (10) consecutive days in a newspaper published in the City of New York, State of New York, and if the place of sale should not be the City of New York, then also by publication of similar notice in a daily newspaper, if any, published at the place of sale, and by mailing notice of such sale, whether public or private, addressed to the Mortgagor at its respective last known address fourteen (14) days prior to the date fixed for entering into the contract of sale; in the event that the Vessels, or any of them, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessels, or any of them, to the place designated for such sale and in such manner as the Mortgagee may deem to be for its advantage; or (5e) demand and receive all freights, hires, charter hires, earnings, issues, revenues, income or profits of the Vessels, or any of them, due or to become due from any person whomsoever. Any sale of . (f) the Mortgagor's interest in the Vessels, or any of them, made pursuant to this Fleet Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall forever bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owing, may bid for and purchase the Vessels, or any of them, or other property of the Mortgagor and shall be entitled for the purpose of making settlement or payment for the property so purchased, to use and apply the unpaid balance of their portion of the Secured Obligations due and owing, or which may become due or owing, as a credit against the purchase price of the Vessels, or any of them, up to the amount represented by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to such Mortgagee or such person. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to make all necessary transfers of the Vessels, or any of them, and for that purpose the Mortgagee and its successors and assigns may execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney or attorneys shall do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee, ratify and confirm such sale by executing and delivering to the purchaser of such Vessel or Vessels such proper bill of sale, conveyance, instrument of transfer and release as may bx xxsignated in such request. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to demand, collect, receive, compromise and sue for, so far as may be permitted by law, the Mortgagor's interest xx all freights, hire, earnings, issues, revenues, income and profits of the Vessels, or any of them, and the Mortgagor's interest in all amounts due from the underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries in general average or otherwise, and the Mortgagor's interest in all other sums, due or to become due at or after the time of the happening of any Event of Default, in respect of the Vessels, or any of them, or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing. The Mortgagor covenants and agrees that in addition to any and all other rights, powers and remedies elsewhere in this Fleet Mortgage granted to and conferred upon the Mortgagee, the Mortgagee in any suit to enforce any of its rights, powers or remedies shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Mortgagor's ’s interest in the Vessels, or any of them, and the Mortgagor's ’s interest in the hire, earnings, issues, revenues, freights, incomes and profits due or to become due and arising from the operation thereof, and (ii) to a decree ordering and directing the sale and disposal of the Vessels, or any of them.

Event of Default and Remedies. An Event of Default as defined in the Revolving Credit and Guaranty Agreement shall be an Event of Default hereunder. A. Upon the occurrence and during the continuance of an any Event of Default, this Fleet Mortgage the Administrative Agent shall be entitled in defaultits discretion to declare any or all of the Secured Obligations to be immediately due and payable without demand or notice, all of which are expressly waived, and the Mortgagee shall have the right to Administrative Agent may exercise any one or more of the following remedies: (1) rights and remedies granted pursuant to this Agreement and the Mortgagee other Loan Documents or given to a secured party under the Uniform Commercial Code of the applicable state, as it may exercise be amended from time to time, or otherwise at law or in equity, including without limitation the right to sell or otherwise dispose of any or all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of Chapter 313 Collateral at public or by any other applicable laws and exercise all of its rights and remedies as attorney-in-fact private sale, with or otherwise under this Fleet Mortgage; (2) the Mortgagee may bring suit at law, in equity or in admiralty in any court to foreclose, including foreclosure by seizure, arrest and sale of the Vessels, or any of them, or to recover judgment for the Secured Obligations, and collect the same out of any and all property of the Mortgagor whether covered by this Fleet Mortgage or otherwise; (3) the Mortgagee may take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Mortgagor or other person in possession thereof shall forthwith upon demand of the Mortgagee surrender to the Mortgagee possession of the Vessels, or any of them, and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as they may deem to be for their best advantage, accounting only for the net profits, if any, arising from the use of such Vessel or Vessels or from the sale advertisement thereof, by court proceedings or pursuant to clause (4) below, net of all costs, expenses, charges, damages or losses by reason of such use; (4) the Mortgagee may sell the Vessels, or any of them, free from any claim of or by the Mortgagor in admiralty, in equity, at law or by statute and upon such terms and conditions as Administrative Agent may deem advisable and at such prices as Administrative Agent may deem best. B. At any bona fide public sale, and to the Mortgagee determinesextent permitted by law, at public or any private sale, by sealed bids the Administrative Agent shall be free to purchase all or otherwiseany part of the Collateral, by first publishing notice free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived and released. Any such public sale for ten (10) consecutive days in a newspaper published in the City of New York, State of New York, and if the place of sale should not be the City of New York, then also by publication of similar notice in a daily newspaper, if any, published at the place of sale, and by mailing notice of such sale, whether public or private, addressed to the Mortgagor at its respective last known address fourteen (14) days prior to the date fixed for entering into the contract of sale; in the event that the Vessels, or any of them, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held on cash or credit. The Administrative Agent shall be authorized at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account in compliance with Regulation D of the Securities Act of 1933, as amended (the “Act”) or any other applicable exemption available under such Act. The Administrative Agent will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given, and may adjourn any sale and sell at the time and place to which the same shall sale is adjourned. If the Collateral is customarily sold on a recognized market or threatens to decline speedily in value, the Administrative Agent may sell such Collateral at any time without giving prior notice to any Pledgor. Whenever notice is otherwise required by law to be so adjourned; and sent by the Administrative Agent to any Pledgor of any sale or other disposition of the Collateral, ten (10) days written notice sent to any such Pledgor at its address specified above will be reasonable. C. Each Pledgor recognizes that the Administrative Agent may be conducted without bringing the Vessels, unable to effect or any of them, to the place designated for such sale and in such manner as the Mortgagee may deem cause to be for its advantage; or (5) demand and receive all freights, hires, charter hires, earnings, issues, revenues, income or profits of the Vessels, or any of them, due or to become due from any person whomsoever. Any effected a public sale of the Mortgagor's interest Collateral by reason of certain prohibitions contained in the VesselsAct so that the Administrative Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and without a view to the distribution or resale thereof. Each Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sales, and agrees that the Administrative Agent has no obligation to delay or agree to delay the sale of any of themthe Collateral for the period of time necessary to permit the issuer of the securities which are part of the Collateral (even if the issuer would agree), made pursuant to this Fleet Mortgage, whether register such securities for sale under the power of sale hereby granted or any judicial proceedings, Act. Each Pledgor agrees that private sales made under the foregoing circumstances shall operate be deemed to divest all right, title and interest of any nature whatsoever have been made in a commercially reasonable manner. D. The net proceeds arising from the disposition of the Mortgagor therein and thereto, and shall forever bar Collateral after deducting expenses incurred by the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall Administrative Agent will be bound applied to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owingin accordance with Section 2.18 of the Credit Agreement. If after exhausting all of the Collateral there is a deficiency, may bid for and purchase the VesselsPledgors will be liable therefor to the Administrative Agent; provided, or however, that nothing contained herein will obligate the Administrative Agent to proceed against any of them, Pledgor or other property of Person prior to proceeding against the Mortgagor and shall be entitled Collateral. E. If any demand is made at any time upon the Administrative Agent for the purpose repayment or recovery of making settlement any amount received by it in payment or payment for the property so purchased, to use and apply the unpaid balance on account of their portion any of the Secured Obligations due and owing, or which may become due or owing, as a credit against from the purchase price disposition of the Vessels, Collateral and if the Administrative Agent repays all or any part of themsuch amount, up the Pledgors will be and remain liable for the amounts so repaid or recovered to the amount represented same extent as if never originally received by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to such Mortgagee or such person. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to make all necessary transfers of the Vessels, or any of them, and for that purpose the Mortgagee and its successors and assigns may execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney or attorneys shall do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee, ratify and confirm such sale by executing and delivering to the purchaser of such Vessel or Vessels such proper bill of sale, conveyance, instrument of transfer and release as may bx xxsignated in such request. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to demand, collect, receive, compromise and sue for, so far as may be permitted by law, the Mortgagor's interest xx all freights, hire, earnings, issues, revenues, income and profits of the Vessels, or any of them, and the Mortgagor's interest in all amounts due from the underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries in general average or otherwise, and the Mortgagor's interest in all other sums, due or to become due at or after the time of the happening of any Event of Default, in respect of the Vessels, or any of them, or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing. The Mortgagor covenants and agrees that in addition to any and all other rights, powers and remedies elsewhere in this Fleet Mortgage granted to and conferred upon the Mortgagee, the Mortgagee in any suit to enforce any of its rights, powers or remedies shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Mortgagor's interest in the Vessels, or any of them, and the Mortgagor's interest in the hire, earnings, issues, revenues, freights, incomes and profits due or to become due and arising from the operation thereof, and (ii) to a decree ordering and directing the sale and disposal of the Vessels, or any of themAdministrative Agent.

Event of Default and Remedies. An It shall be an event of default under this Agreement upon the occurrence of any of the following events (an "Event of Default as defined Default"); if any sum payable upon any of the Liabilities shall not be paid when due; or if the undersigned shall default in the Revolving Credit and Guaranty Agreement performance of any of its agreements herein or in any instrument or document delivered pursuant hereto; or if the undersigned or any maker, drawer, acceptor, endorser, guarantor, surety, accommodation party or other person liable upon or for any of the Liabilities or Collateral ("Obligor") shall default in the performance of any Obligor's agreement with the Bank, die, dissolve, or become insolvent (however such insolvency may be evidenced), if a procedure or remedy supplementary to or in enforcement of judgment shall be resorted to or commenced against, or with respect to any property of, the undersigned, or any co-partnership or Obligor, or if a petition in bankruptcy or for any relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension shall be filed, or any proceeding shall be instituted under any such law, by or against the undersigned or any co-partnership or Obligor; or if any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property of, or assume control over the affairs or operations of, or a receiver shall be appointed for, or for any substantial part of the property of, or a judgment, writ, or order of attachment or garnishment shall be issued or made against any of the property of, the undersigned or any co-partnership or Obligor, or if any indebtedness of the undersigned or of any co-partnership or Obligor shall become due and payable by acceleration of maturity thereof; or if the undersigned (if a corporation) or any Obligor shall be dissolved or be a party to any merger or consolidation without the written consent of the Bank. Upon the occurrence of an Event of Default hereunder, unless and to the extent that the Bank shall otherwise elect, all of the Liabilities shall become and be due and payable forthwith. Upon the occurrence of any Event of Default hereunder or in connection with any of the Liabilities (whether such default be that of the undersigned or of any Obligor), the undersigned shall, at the request of the Bank, assemble the Collateral at such place or places as the Bank designates in its request. The Bank shall have the rights and during remedies with respect to the continuance Collateral of a secured party under the Uniform Commercial Code (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted). In addition, with respect to the Collateral, or any part thereof, which shall then be or shall thereafter come into the possession or custody of the Bank or any of its agents, associates or correspondents, the Bank may sell or cause to be sold, leased or otherwise disposed of, in one or more sales or parcels, at such price as the Bank may deem best, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any of the Collateral, at any broker's board or a public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable statute and cannot be waived), and the Bank or anyone else may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any equity of redemption, of the undersigned, any such demand, notice or right and equity being hereby expressly waived and released. The undersigned will pay to the Bank all expenses (including expenses for legal services of every kind) of, or incidental to, the enforcement of any of the provisions hereof or of any of the Liabilities, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement of any of the Collateral or receipt of the proceeds thereof, and for the care of the Collateral and defending or asserting the rights and claims of the Bank in respect thereof, by litigation or otherwise, including expense of insurance; and all such expenses shall be Liabilities within the terms of this Agreement. The Bank, at any time, at its option, may apply the net cash receipts from the Collateral to the payment of principal and/or interest on any of the Liabilities, whether or not then due. Notwithstanding that the Bank, whether in its own behalf and/or in behalf of another or others, may continue to hold Collateral and regardless of the value thereof, the undersigned shall be and remain liable for the payment in full, principal and interest, of any balance of the Liabilities and expenses at any time unpaid. The proceeds of any Collateral received by the Bank at any time before or after an Event of Default, this Fleet Mortgage shall whether from a sale or other disposition of Collateral or otherwise, or the Collateral itself, may be applied to the payment in defaultfull or in part of such of the Liabilities, and in such order and manner as the Mortgagee shall have Bank may elect. The undersigned, to the right extent of its rights in the Collateral, waives and releases any rights to exercise one require the Bank to collect any or more of the following remedies: (1) the Mortgagee may exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of Chapter 313 or by Liabilities from any other applicable laws and exercise all of its rights and remedies as attorney-in-fact or otherwise under this Fleet Mortgage; (2) the Mortgagee may bring suit at law, in equity or in admiralty in any court to foreclose, including foreclosure by seizure, arrest and sale of the Vessels, or any of them, or to recover judgment for the Secured Obligations, and collect the same out of any and all property of the Mortgagor whether covered by this Fleet Mortgage or otherwise; (3) the Mortgagee may take the Vessels, or any of them, wherever the same may be, without legal process and without being responsible for loss or damage; and the Mortgagor or other person in possession thereof shall forthwith upon demand of the Mortgagee surrender to the Mortgagee possession of the Vessels, or any of them, and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessels, or any of them, for such time and upon such terms as they may deem to be for their best advantage, accounting only for the net profits, if any, arising from the use of such Vessel or Vessels or from the sale thereof, by court proceedings or pursuant to clause (4) below, net of all costs, expenses, charges, damages or losses by reason of such use; (4) the Mortgagee may sell the Vessels, or any of them, free from any claim of or by the Mortgagor in admiralty, in equity, at law or by statute and upon such terms and conditions as the Mortgagee determines, at public or private sale, by sealed bids or otherwise, by first publishing notice of any such public sale for ten (10) consecutive days in a newspaper published in the City of New York, State of New York, and if the place of sale should not be the City of New York, then also by publication of similar notice in a daily newspaper, if any, published at the place of sale, and by mailing notice of such sale, whether public or private, addressed to the Mortgagor at its respective last known address fourteen (14) days prior to the date fixed for entering into the contract of sale; in the event that the Vessels, or any of them, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessels, or any of them, to the place designated for such sale and in such manner as the Mortgagee may deem to be for its advantage; or (5) demand and receive all freights, hires, charter hires, earnings, issues, revenues, income or profits of the Vessels, or any of them, due or to become due from any person whomsoever. Any sale of the Mortgagor's interest in the Vessels, or any of them, made pursuant to this Fleet Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Mortgagor therein and thereto, and shall forever bar the Mortgagor, its successors and assigns, and all persons claiming by, through or under them. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, or any other person, firm or corporation to whom the Secured Obligations secured by this Fleet Mortgage are otherwise due or owing, may bid for and purchase the Vessels, or any of them, or other property of the Mortgagor and shall be entitled for the purpose of making settlement or payment for the property so purchased, to use and apply the unpaid balance of their portion of the Secured Obligations due and owing, or which may become due or owing, as a credit against the purchase price of the Vessels, or any of them, up to the amount represented by the ratable share of the net proceeds of sale (after allowing for the costs and expenses of sale and other charges) payable to such Mortgagee or such person. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to make all necessary transfers of the Vessels, or any of them, and for that purpose the Mortgagee and its successors and assigns may execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney or attorneys shall do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee, ratify and confirm such sale by executing and delivering to the purchaser of such Vessel or Vessels such proper bill of sale, conveyance, instrument of transfer and release as may bx xxsignated in such request. The Mortgagor hereby irrevocably appoints the Mortgagee and its successors and assigns, with full power of substitution, the true and lawful attorney or attorneys of the Mortgagor, in its name and stead, upon the happening and during the continuance of an Event of Default, to demand, collect, receive, compromise and sue for, so far as may be permitted by law, the Mortgagor's interest xx all freights, hire, earnings, issues, revenues, income and profits of the Vessels, or any of them, and the Mortgagor's interest in all amounts due from the underwriters Collateral under any insurance thereon as payments theory of losses or as return premiums or otherwise, salvage awards and recoveries in general average or otherwise, and the Mortgagor's interest in all other sums, due or to become due at or after the time marshalling of the happening of any Event of Default, in respect of the Vessels, or any of them, or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Mortgagor acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Mortgagor all checks, notes, drafts, warrants, agreements and all other instruments in writing with respect to the foregoing. The Mortgagor covenants and agrees that in addition to any and all other rights, powers and remedies elsewhere in this Fleet Mortgage granted to and conferred upon the Mortgagee, the Mortgagee in any suit to enforce any of its rights, powers or remedies shall be entitled as a matter of right and not as a matter of discretion (i) to the appointment of a receiver or receivers of the Mortgagor's interest in the Vessels, or any of them, and the Mortgagor's interest in the hire, earnings, issues, revenues, freights, incomes and profits due or to become due and arising from the operation thereof, and (ii) to a decree ordering and directing the sale and disposal of the Vessels, or any of themassets.