Common use of Events of Default and Remedies Clause in Contracts

Events of Default and Remedies. (a) Each of the following shall be deemed an Event of Default: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. 5.1 Unless waived by the holders of a majority-in-interest of the principal amount of the Notes, the entire unpaid principal amount of this Note, together with all accrued interest hereon, at the option of the holder hereof exercised by notice to the Company, shall forthwith become and be due and payable if any one or more of the following events (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice, that is to say: (a) Each if default shall be made in the due and punctual payment of the following principal of this Note when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be deemed made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable; (c) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Company or any Subsidiary contained in this Note or in the Purchase Agreement or any other agreement to which the Company and the holder of this Note are party, and such default shall have continued for a period of 30 days after notice thereof to the Company; (d) if any representation or warranty made by the Company under the Purchase Agreement or in any document or certificate furnished by the Company pursuant thereto shall prove to be inaccurate in any material respect when made; (e) if this Note, the Purchase Agreement or any other agreement to which the Company and the holder of this Note are party shall cease to be enforceable in accordance with its terms against the Company, or the Company shall so state in writing; (f) if the Company or any Subsidiary shall default beyond any period of grace provided with respect thereto in the payment of principal of, premium, if any, or interest on any obligation in respect of borrowed money when due, whether by acceleration or otherwise; or if the Company or any Subsidiary shall default beyond any grace period herein provided in the performance or observance of any other agreement, term or condition contained in such obligation or in any agreement under which any such obligation is created, if the effect of any such default is to cause or permit the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create an Event event of Defaultdefault thereunder; (g) if final judgment for the payment of money in excess of $100,000 shall be rendered by a court of record against the Company or any Subsidiary and the Company or such Subsidiary shall not discharge the same or provide for its discharge in accordance with its terms, or shall not procure a stay of execution thereon within 30 days from the date of entry thereof and, within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal; (h) if the Company or any Subsidiary shall: (i) Buyer's failure admit in writing its inability to make any payment required hereunder on the date such payment is pay its debts generally as they become due; (ii) Buyer's failure file a petition in bankruptcy or a petition to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliverytake advantage of any insolvency act; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; ; (iv) consent to the appointment of a receiver of itself or of the whole or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent.substantial part of its property; (bv) Should an Event of Default occuron a petition in bankruptcy filed against it, Builder shall have, in addition to be adjudicated a bankrupt; or (vi) file a petition or answer seeking reorganization or arrangement under the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose Federal bankruptcy laws or any other applicable law or statute of the Vessel in accordance with the terms United States of Section 13(c) below and all other remedies permitted by law.America or any State, district or territory thereof; (ci) In if a court of competent jurisdiction shall enter, except at the event that direct or indirect request of the holder of this Note, an Event of Default occurs and continues for a period of fifteen (15) daysorder, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the samejudgment, or sell decree appointing, without the Vessel "as is," free consent of the Company or any Subsidiary, a receiver of the Company or any Subsidiary or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Company or any Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (j) if, under the provisions of any right other law for the relief or claim aid of Buyer. Such sale debtors, any court of competent jurisdiction shall assume custody or control of the Vessel by Builder Company or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be either by public auction terminated or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In stayed within 60 days from the event date of assumption of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) custody or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestcontrol. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. 8.1. The entire unpaid principal amount of this Note, together with all accrued interest thereon, shall, at the option of the holder hereof exercised by written notice to the Maker at its principal executive offices, forthwith become and be due and payable if any one or more of the following events (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or 11 11 governmental body) and be continuing at the time of such notice, that is to say: (a) Each if default shall be made in the due and punctual payment of the following principal of this Note when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be deemed an Event made in the due and punctual payment of Defaultany interest on this Note when and as such interest shall become due and payable, and such default shall have continued for a period of 10 days; (c) if default shall be made in the performance or observance of any covenant, agreement or condition contained in Section 6 hereof; (d) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Maker contained in this Note, and such default shall have continued for a period of 30 days; (e) if the Maker or any Subsidiary shall default beyond any period of grace provided with respect thereto in the payment of principal of or interest on any obligation in respect of borrowed money when due, whether by acceleration or otherwise; or if the Maker or any Subsidiary shall default in the performance or observance of any other agreement, term or condition contained in such obligation or in any agreement under 12 12 which any such obligation is created, if the effect of any such default is to cause or permit the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create a default thereunder; (f) if the Maker or any Subsidiary shall: (i) Buyer's failure admit in writing its inability to make any payment required hereunder on the date such payment is pay its debts generally as they become due; (ii) Buyer's failure file a petition in bankruptcy or a petition to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliverytake advantage of any insolvency act; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; ; (iv) consent to the appointment of a receiver of itself or of the whole or any proceeding substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (g) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Maker or any Subsidiary, a receiver of the Maker or any Subsidiary or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Maker or any Subsidiary under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Maker or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control; or (i) if final judgment for the payment of money in excess of $50,000 shall be instituted rendered by a court of record against the Maker or against him seeking to adjudicate hire as bankrupt any Subsidiary and the Maker or insolvent. (b) Should an Event of Default occur, Builder such Subsidiary shall have, in addition to not discharge the right to charge interest and case work same or provide for its discharge in accordance with its terms, or shall not procure a stay of execution thereon within 60 days 14 14 from the terms date of entry thereof and within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal. 8.2. In case any one or more of the Events of Default specified in Section 4 hereof8.1 hereof shall have occurred and be continuing, the right holder of this Note may proceed to terminate protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Agreement and dispose Note or in aid of the Vessel exercise of any power granted in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the sameNote, or sell the Vessel "as is," free holder of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly this Note may proceed to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to enforce the payment of all costs and expenses of construction sums due upon this Note or to enforce any other legal or equitable right of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission holder of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestNote. (d) In 8.3. No remedy herein conferred upon the holder hereof is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to the foregoing, Buyer shall be liable for all legal fees and every other costs and expenses incurred remedy given hereunder or now or hereafter existing at law or in equity or by Builder by reason of the occurrence of any Event of Default statute or exercise of Builder's remedies with respect theretootherwise.

Events of Default and Remedies. Termination - Time is of the essence herein and it is understood and agreed that Secured Party may terminate this Agreement, refuse to advance funds hereunder, and declare the aggregate of all Advances outstanding hereunder immediately due and payable upon the occurrence of any of the following events (each hereinafter called an "Event of Default"), and that Debtor's liabilities under this sentence shall constitute additional obligations of Debtor secured under this Agreement. (a) Each of the following Debtor shall be deemed an Event of Default: (i) Buyer's failure fail to make any payment required hereunder on to Secured Party, whether constituting the date such principal amount of any Advance, interest thereon or any other payment is duedue hereunder, when and as due in accordance with the terms of this Agreement or with any demand permitted to be made by Secured Party under this Agreement or any Promissory Note, or shall fail to pay when due any other amount owing to Secured Party under any other agreement between Secured Party and Debtor, or shall fail in the due performance or compliance with any other term or condition hereof or thereof, or shall be in default in the payment of any liabilities constituting indebtedness for money borrowed or the deferred payment of the purchase price of property or a rental payment with respect to property material to the conduct of Debtor's business; (iib) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of A tax lien or notice thereof shall have been filed against any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent the Debtor's property or generally not pay his debts as such become duea proceeding in bankruptcy, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding receivership shall be instituted by or against him seeking to adjudicate hire as bankrupt Debtor or insolvent. (b) Should Debtor's property or an Event assignment shall have been made by Debtor for the benefit of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.creditors; (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder Secured Party deems itself insecure for any reasonable losses due reason or the Vehicles are deemed by Secured Party to rescission be in danger of misuse, loss, seizure or confiscation or other disposition not authorized by this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.Agreement; (d) In addition Termination of any franchise authorizing Debtor to sell Vehicles; (e) A misrepresentation by Debtor for the purpose of obtaining credit or an extension of credit or a refusal by Debtor to execute documents relating to the foregoingCollateral and/or Secured Party's security interest therein or to furnish financial information to Secured Party at reasonable intervals or to permit persons designated by Secured Party to examine Debtor's books or records and to make periodic inspections of the Collateral; or (f) Debtor, Buyer without Secured Party's prior written consent, shall guarantee, endorse or otherwise become surety for or upon the obligations of others except as may be liable for done in the ordinary course of Debtor's business, shall transfer or otherwise dispose of any proprietary, partnership or share interest Debtor has in his business, or all legal fees and other costs and expenses incurred by Builder by reason or substantially all of the assets thereof, shall enter into any merger or consolidation, if a corporation, or shall make any substantial disbursements or use of funds of Debtor's business, except as may be done in the ordinary course of Debtor's business, or assign this Agreement in whole or in part or any obligation hereunder. Upon the occurrence of any an Event of Default Default, Secured Party may take immediate possession of said Vehicles without demand or further notice and without legal process; and for the purpose and furtherance thereof, Debtor shall, if Secured Party so requests, assemble the Vehicles and make them available to Secured Party at a reasonably convenient place designated by Secured Party and Secured Party shall have the right, and Debtor hereby authorizes and empowers Secured Party to enter upon the premises wherever said Vehicles may be, to remove same. In addition, Secured Party or its assigns shall have all the rights and remedies applicable under the Uniform Commercial Code or under any other statute or at common law or in equity or under this Agreement. Such rights and remedies shall be cumulative. Debtor hereby agrees that it shall pay all expenses and reimburse Secured Party for any expenditures, including reasonable attorneys' fees and legal expenses, in connection with Secured Party's exercise of Builder's any of its rights and remedies with respect theretounder this Agreement.

Events of Default and Remedies. (a) Each of the following shall be deemed is an event of default (an “Event of Default”): (1) default in any payment of interest on any Note when due, continued for 30 days; (2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture; (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default: (iA) Buyer's is caused by a failure to make any payment required hereunder on pay principal at the date final Stated Maturity of such payment is due; Indebtedness (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementa “Payment Default”); or (ivB) Buyer shall become insolvent results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or generally the maturity of which has been so accelerated, aggregates $25.0 million or more; (6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay his debts such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed; (7) except as such become duepermitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or shall admit AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing his insolvency under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture; (8) the Company, AdaptHealth Intermediate or his inability any Subsidiary that is a Significant Subsidiary of the Company pursuant to pay his debts generally, or shall make within the meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent.of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case; (bB) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose appoints a custodian of the Vessel in accordance with Company or any of the terms Company’s Restricted Subsidiaries that is a Significant Subsidiary of Section 13(c) below and the Company for all other remedies permitted by law.or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or (cC) In orders the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale liquidation of the Vessel by Builder shall be either by public auction Company or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale any of the Vessel, the amount Company’s Restricted Subsidiaries that is a Significant Subsidiary of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale Company; and (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' feesD) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder order or decree remains unstayed and in effect for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request60 consecutive days. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i15) Buyer's failure days’ prior written notice to make the relevant Grantor, sell any payment required hereunder or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the date Collateral Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, and at any such payment is due; (ii) Buyer's failure to accept sale, the Vessel within fourteen (14) days from Collateral Agent may bid for and become the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventCollateral Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Collateral Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of any Grantor, without affecting the Grantor’s liability under this Agreement or the Notes. The Grantor waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawGrantor may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Collateral Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestGrantor expressly waives. (d) In addition The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Notes, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the relevant Grantor or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Grantors shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Grantor shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Holders at a place or exercise places to be designated by the Collateral Agent The rights of Builder's remedies with respect theretothe Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. SECTION 3.1. Remedies in Case of an Occurrence of an Event of Default The occurrence of any event, or the existence of any condition, that is specified as an "Event of Default" under the Indenture or any other Security Document shall constitute an "Event of Default" hereunder. An Event of Default shall be deemed to occur if the Collateral Agent should receive at any time following the closing of the transaction a Secretary of State's Report indicating that the Collateral Agent's security interest is not prior to all other security interests or other interests reflected in the report, other than Permitted Collateral Liens. If an Event of Default shall have occurred and be continuing, Mortgagee may, but shall not be obligated to, in addition to any other action permitted by law (a) Each and not limited in any manner by the remedies contained in the Notes and the Indenture), take one or more of the following actions, to the greatest extent permitted by applicable local law: 3.1.1 By written notice to Mortgagor, the Mortgagee may, and shall, upon the request of the holders of not less than 25% in aggregate principal amount of the outstanding Notes, declare the principal of and accrued interest on, all the Secured Obligations to be due and payable immediately; 3.1.2 Personally, or by its agents or attorneys, (i) enter into and upon all or any part of the Mortgaged Property and exclude Mortgagor, its agents and servants wholly therefrom, (ii) use, operate, manage and control the Premises, the Real Estate Fixtures and the Equipment and conduct the business thereof, (iii) maintain and restore the Mortgaged Property, (iv) make all reasonably necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as Mortgagee may deem advisable, (v) manage, lease and operate the Mortgaged Property and carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise, or (vi) collect and receive all earnings, revenues, rents, issues, profits and income of the Mortgaged Property and any or every part thereof; 3.1.3 With or without entry, personally or by its agents or attorneys, (i) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or more sales in one or more parcels, in accordance with the provisions of Section 3.2 or (ii) institute and prosecute proceedings for the complete or partial foreclosure of the Lien and security interests created and evidenced hereby; or 3.1.4 Take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any covenant, condition or agreement in the Indenture, the Notes and any other document evidencing or securing the Secured Obligations or in aid of the execution of any power granted in this Mortgage, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect. Notwithstanding anything to the contrary in this Mortgage, if Mortgagor is in breach of a covenant, obligation or representation qualified by a Material Adverse Effect, then (i) if such breach is due to the existence of a Material Adverse Effect of the type referred to in clause (i) of the definition of such term, then Mortgagee shall be entitled to those remedies set forth in this Article III upon the occurrence of an Event of Default resulting from such breach, and (ii) if such breach is due to the existence of a Material Adverse Effect of the type referred to in clause (ii) of the definition of such term, then (x) Mortgagee's remedies under this Mortgage shall be limited to an action for specific performance with respect to the performance of such covenant or obligation and (y) such breach shall be deemed not to be and not to give rise to an Event of Default: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each if default shall be made in the due and punctual payment of the following principal of this Note when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be deemed an Event made in the due and punctual payment of Defaultany interest on this Note when and as such interest shall become due and payable, and such default shall have continued for a period of 10 days; (c) if default shall be made in the performance or observance of any covenant, agreement or condition contained in Section 6 hereof; (d) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Corporation contained in this Note, and such default shall have continued for a period of 30 days; (e) the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create a default thereunder; (f) if the Corporation or any Subsidiary shall: (i) Buyer's failure admit in writing its inability to make any payment required hereunder on the date such payment is pay its debts generally as they become due; (ii) Buyer's failure file a petition in bankruptcy or a petition to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliverytake advantage of any insolvency act; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; ; (iv) consent to the appointment of a receiver of itself or of the whole or any proceeding substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (g) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Corporation or any Subsidiary, a receiver of the Corporation or any Subsidiary or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Corporation or any Subsidiary under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Corporation or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control; or (i) if final judgment for the payment of money in excess of $50,000 shall be instituted rendered by a court of record against the Corporation or against him seeking to adjudicate hire as bankrupt any Subsidiary and the Corporation or insolvent. (b) Should an Event of Default occur, Builder such Subsidiary shall have, in addition to not discharge the right to charge interest and case work same or provide for its discharge in accordance with its 14 14 terms, or shall not procure a stay of execution thereon within 60 days from the terms date of entry thereof and within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal. 8.2. In case any one or more of the Events of Default specified in Section 4 hereof8.1 hereof shall have occurred and be continuing, the right holder of this Note may proceed to terminate protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Agreement and dispose Note or in aid of the Vessel exercise of any power granted in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the sameNote, or sell the Vessel "as is," free holder of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly this Note may proceed to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to enforce the payment of all costs and expenses of construction sums due upon this Note or to enforce any other legal or equitable right of the Vessel incurred holder of this Note. 8.3. No remedy herein conferred upon the holder hereof is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by Builder less statute or otherwise. 8.4. No course of dealing between the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer Corporation and the compensation to Builder for holder hereof or any reasonable losses due to rescission of this Contract, plus accrued interest delay on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason part of the occurrence holder hereof in exercising any rights hereunder shall operate as a waiver of any Event rights of Default or exercise of Builder's remedies with respect theretoany holder hereof.

Events of Default and Remedies. Any one of the following occurrences shall constitute an "event of default" under this Note: (a) Each of the following shall be deemed an Event of Default: (i) Buyer's The failure by Maker to make any payment required hereunder on of principal or interest upon this Note as and when the date same becomes due and payable in accordance with the terms hereof, and the continuation of such payment is duefailure for five (5) days after written notice thereof to Maker from JMB; (iib) Buyer's The occurrence of any default under this Note other than as described in the preceding clause (a), and the continuance of such failure to accept the Vessel within fourteen for thirty (1430) days after written notice thereof to Maker from JMB; provided that if at the date on which end of such 30 day period Maker, in JMB's sole judgment, is proceeding with due diligence to cure such default, then there shall not be an event of default for an additional period of the Vessel is tendered for deliveryshorter of 60 days or the period during which, in JMB's sole judgment, Maker continues to proceed with due diligence to cure such default; (iiic) Buyer's material breach The occurrence of any Default (as defined in the Third Amended and Restated Security Agreement) under the Priority Security Agreement; (d) Maker, any general partner of Maker (or any constituent general partner thereof), or any entity whose equity constitutes collateral under a Security Agreement (a "Collateral Entity") becomes insolvent or generally fails to pay, or admits in writing its inability to pay, debts as they become due; or Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity applies for, consents to, or acquiesces in the appointment of, a trustee, receiver or other custodian for itself or of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become dueits property, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, or for a substantial part of the property of any of them and is not discharged within 30 days; or other case or proceeding shall be instituted under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in respect of Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, and if such case or proceeding is not commenced by Maker, any general partner of Maker (or against him seeking any constituent general partner thereof), or any Collateral Entity, it is consented to adjudicate hire as bankrupt or insolvent.acquiesced in by Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, or remains for 60 days undismissed; or Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, takes any action to authorize, or in furtherance of, any of the foregoing; or (be) Should an Event of Default occurAny representation, Builder shall have, warranty or certification made by Maker to JMB or any subsequent holder hereof in addition to the right to charge interest and case work in accordance connection with the terms of Section 4 hereofLoan, the right this Note, any Security Agreement, or any other document executed in connection herewith proves to terminate this Agreement and dispose be or to have been false in any material respect at any time. For purposes of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. foregoing clauses (c) In the and (e) of this Section 9, with respect to any event that or occurrence which constitutes an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder default hereunder solely by reason of its constituting a default (as distinguished from an "event of default") under a document or instrument other than this Note, to the extent (if any) that such other document or instrument provides a grace or cure period with respect to such default, the same grace or cure period, and only such period, shall apply with respect to this Note. Upon the occurrence of any Event event of Default default hereunder: (i) the entire unpaid principal balance of, and any unpaid interest then accrued on, and any other amounts owing under or evidenced by this Note shall, at the option of the holder hereof and without notice or demand of any kind to Maker or any other person, immediately become due and payable; and (ii) the holder hereof shall have and may exercise any and all rights and remedies available at law or in equity and also any and all rights and remedies provided in Security Agreements or in any other instrument securing this Note. The remedies of Builder's remedies the holder hereof, as provided herein or in the Security Agreements or any other instrument securing this Note, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the holder hereof, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of the holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the holder and then only to the extent specifically recited therein. A waiver or release with respect theretoreference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon twenty (i20) Buyer's failure days’ prior written notice to make the relevant Grantor, sell any payment required hereunder or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the date Collateral Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, and at any such payment is due; (ii) Buyer's failure to accept sale, the Vessel within fourteen (14) days from Collateral Agent may bid for and become the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventCollateral Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Collateral Agent may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of any Grantor, without affecting each Grantor’s liability under this Agreement or the Notes. Each Grantor waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and dispose of the Vessel in accordance with the terms of Section 13(c) below and all any other remedies permitted by lawnotices to which each Grantor may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Collateral Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of the Vesselright to enter any premises where Equipment, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (includingInventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestwhich each Grantor expressly waives. (d) In addition The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Notes, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the relevant Grantor or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Grantors shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, each Grantor shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Holders at a place or exercise places to be designated by the Collateral Agent. The rights of Builder's remedies with respect theretothe Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. If any of the following events (each an “Event of Default”) shall occur and be continuing: (a) Each The Borrower shall fail to pay any principal of any Loan when the following same becomes due and payable; or the Borrower shall be deemed an Event fail to pay any interest on any Loan or make any other payment of Default:fees or other amounts payable under this Agreement or the Receipt within five Business Days after the same becomes due and payable; or (b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or (i) Buyer's failure The Borrower shall fail to make perform or observe any payment required hereunder on the date such payment is due; term, covenant or agreement contained in Sections 5.04, 5.05, 5.08, 5.09 or 5.10 or Article VI, or (ii) Buyer's the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure pursuant to accept this clause (ii) shall remain unremedied for 30 days after written notice thereof shall have been given to the Vessel within fourteen (14) days from Borrower by the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of Administrative Agent or any of his other obligations under this AgreementLender; or (ivd) Buyer The Borrower or any of its Subsidiaries shall become insolvent fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $75,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than (i) by a regularly scheduled required prepayment or redemption or (ii) a prepayment or redemption required solely as a result of the proceeds of such Debt not having been applied to consummate a transaction or toward any other purpose for which such Debt was incurred), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) The Borrower or any of its Subsidiaries shall generally not pay his its debts as such debts become due, or shall admit in writing his insolvency or his its inability to pay his its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him the Borrower or any of its Subsidiaries seeking to adjudicate hire as it a bankrupt or insolvent. (b) Should , or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an Event order for relief or the appointment of Default occura receiver, Builder shall havetrustee, custodian or other similar official for it or for any substantial part of its property and, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofany such proceeding instituted against it (but not instituted by it), the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues either such proceeding shall remain undismissed or unstayed for a period of fifteen (15) 60 days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at actions sought in such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale proceeding (including, but not limited towithout limitation, the cost entry of preparingan order for relief against, completing or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this clause (e); or (f) one or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and marketing the Vessel same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; or (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower; or (ii) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower shall cease for any reason (other than due to death or disability) to constitute a majority of the board of directors of the Borrower (except to the extent that individuals who at the beginning of such 24-month period were replaced by individuals (x) elected by a majority of the remaining members of the board of directors of the Borrower or (y) nominated for election by a majority of the remaining members of the board of directors of the Borrower and reasonable attorneys' feesthereafter elected as directors by the shareholders of the Borrower); or (h) The Borrower or otherwise incurred by tape Builder any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $75,000,000 in the aggregate as a result of Buyer's default, secondly to the payment of all costs and expenses of construction one or more of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.following: (di) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event ERISA Event; (ii) the partial or complete withdrawal of Default the Borrower or exercise any of Builder's remedies its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect theretoto the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Loans shall automatically be terminated and (B) the Loans, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1415) days from prior written notice to the date Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Collateral Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Collateral Agent, in its sole discretion, may elect, and at any such sale, the Collateral Agent may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventCollateral Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Collateral Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Note. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Collateral Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrower expressly waives. (d) In addition The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Note, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Borrower shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or exercise places to be designated by the Collateral Agent The rights of Builder's remedies with respect theretothe Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. (a) Each The occurrence of any one of the following shall be deemed constitute an Event of DefaultDefault hereunder: (ia) Buyer's failure Medical Center fails to make pay any payment required hereunder on installment of semi-monthly procedure payments when due when such default continues for a period of thirty (30) days after notice thereof from GKF or its assignee is given to Medical Center. (b) Medical Center attempts to remove, sell, transfer, encumber, sublet or part with possession of the date such payment is dueEquipment or any items thereof, except as expressly permitted herein; (iic) Buyer's Medical Center shall fail to observe or perform any of the other obligations required to be observed or performed by Medical Center hereunder and such failure to accept the Vessel within fourteen shall continue uncured for thirty (1430) days from after written notice thereof to Medical Center by GKF provided, however, that if the date on which nature of the Vessel default is tendered for deliverysuch that it cannot reasonably be cured within the thirty (30) day period, the Medical Center shall not be deemed to be in default if it shall commence to cure the default within the thirty (30) day period and diligently effect the cure within a period not exceeding an additional thirty (30) days; (iiid) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts Medical Center ceases doing business as such become duea going concern, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general makes an assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any proceeding substantial part of its assets or properties, or it or its shareholders shall be instituted by take any action looking to its dissolution or against him seeking to adjudicate hire as bankrupt or insolventliquidation. (be) Should Within sixty (60) days after the commencement of any proceedings against Medical Center seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without Medical Center's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. Upon the occurrence of an Event of Default occurDefault, Builder shall haveGKF may at its option do any or all of the following: (i) by notice to Medical Center, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement as to the Equipment in default, wherever situated, and dispose for such purposes, enter upon the Site without liability for so doing or GKF may cause Medical Center and Medical Center hereby agrees to return the Equipment to GKF at Medical Center's sole cost and expense; (ii) recover from, as liquidated damages for the loss of the Vessel bargain and not as a penalty, an amount equal to the present value of the unpaid estimated future lease payments by Medical Center to GKF through the end of the Agreement term discounted at the rate of nine percent (9%), which payment shall become immediately due and payable. Unpaid estimated future lease payments shall be based on the prior 12 months lease payments with a five percent (5%) increase; (iii) sell, dispose of, hold, use or lease the Equipment in accordance with default, as GKF in its sole discretion may determine (and GKF shall not be obligated to give preference to the terms sale, lease or other disposition of Section 13(c) below the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by GKF). In any event, Medical Center shall, without further demand, pay to GKF an amount equal to all sums due and payable for all other remedies permitted by law. (c) periods up to and including the date on which GKF had declared this Agreement to be in default. In the event event, that an Event of Default occurs and continues for a period of fifteen Medical Center shall have paid to GKF the liquidated damages referred to in (15iii) daysabove, Builder may terminate this Agreement by written notice GKF hereby agrees to Buyer and maypay to Medical Center promptly after receipt thereof, at its sole discretion, either complete all rentals or proceeds received from the Vessel and sell the same, reletting or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In Equipment during the event of such sale balance of the Vessel, ten (10) year initial Term (after deduction of all expenses incurred by GKF; said amount never to exceed the amount of the sale proceeds received liquidated damages paid by Builder Medical Center). Medical Center agrees that GKF shall be applied firstly have no obligation to sell the Equipment. Medical Center shall in any event remain fully liable for reasonable damages as provided by law for all costs and expenses attending incurred by GKF on account of such sale (includingdefault, including but not limited to, the cost of preparing, completing and marketing the Vessel all court costs and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default. Medical Center hereby agrees that, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installmentsin any event, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer it shall be liable for all legal fees and any deficiency after any sale, lease or other costs and expenses incurred by Builder by reason disposition of the occurrence of Equipment by GKF. The rights afforded GKF hereunder shall not be deemed to be exclusive, but shall be in addition to any Event of Default other rights or exercise of Builder's remedies with respect theretoprovided by law.

Events of Default and Remedies. (a) Each Events of the following shall be deemed an Event of Default: Default include: (i) Buyer's failure to make any default for 30 days in the payment required hereunder on when due of interest on, or Liquidated Damages, if any, with respect to, the date such payment is due; Notes (whether or not prohibited by Article 10 of the Indenture); (ii) Buyer's failure to accept default in payment when due (whether payable at maturity, upon redemption or repurchase or otherwise) of principal of or premium, if any, on the Vessel within fourteen Notes (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent whether or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted prohibited by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose Article 10 of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Indenture). If any Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselis continuing, the Trustee or the Holders of at least 25% in principal amount of the sale proceeds received then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable by Builder shall be applied firstly notice in writing to the Company and the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all expenses attending such sale outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (including, but not limited to, the cost except a Default or Event of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly Default relating to the payment of all costs and expenses principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of construction a majority in aggregate principal amount of the Vessel incurred Notes then outstanding by Builder less notice to the installmentsTrustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, Additional Labor Charges premium and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this ContractLiquidated Damages, plus accrued if any, or interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestNotes." (d) In addition to Section 6.01 of the foregoing, Buyer Indenture shall be liable for all legal fees amended and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.restated in its entirety to read as follows:

Events of Default and Remedies. If any one or more of the following events (each an “Event of Default”) shall occur and be continuing for any reason whatsoever (whether voluntary or involuntary, by operation of law or otherwise): (a) Each of the following Debtor shall be deemed an Event of Default: fail to pay (i) Buyer's failure to make any payment required hereunder principal on the date MML Bridge Notes or the MML Convertible Notes when due and payable (whether by acceleration or otherwise) or (ii) any interest on the MML Bridge Notes or the MML Convertible Notes within five (5) Business Days after Debtor’s receipt of written notice that such payment is duepast due (whether by acceleration or otherwise); (b) Debtor shall fail to observe or perform any covenant or agreement (i) contained in Section 10 and such failure shall continue for ten (10) days after written notice of such default from the holder of this Note to Debtor, or (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliverycontained in Section 11; (iiic) Buyer's any representation, warranty, certification or statement made by Debtor in this Note or in any certificate or other document delivered pursuant to this Note shall prove to have been incorrect in any respect (or in any material breach respect if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) when made (or deemed made); (d) Debtor shall fail to observe or perform any covenant or agreement in respect of any material agreement or the documents evidencing the Senior Indebtedness, beyond any applicable grace periods, which results in the acceleration of his other obligations under this Agreement; orthe maturity of such material agreement or any such Senior Indebtedness; (ive) Buyer a judgment or order for the payment of money in excess of $500,000 (excluding, however, any amounts fully covered by insurance (less any applicable deductible) or indemnification and as to which the insurer or the indemnifying party, as the case may be, has acknowledged its responsibility to cover such judgment or order) shall become insolvent be rendered against Debtor or generally not pay his any of its Subsidiaries and such judgment or order shall continue unsatisfied or unstayed pending appeal for a period of sixty (60) Business Days; (f) Debtor or any of its Subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts as such become dueunder any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall admit consent to any such relief or to the appointment of or taking possession by any such official in writing his insolvency an involuntary case or his inability to pay his debts generallyother proceeding commenced against it, or shall make a general assignment for the benefit of creditors; , or shall fail generally to pay its debts as they become due, or shall take any corporate or company action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be instituted by commenced against Debtor or against him any of its Subsidiaries seeking liquidation, reorganization or other relief with respect to adjudicate hire as bankrupt it or insolvent. (b) Should an Event its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of Default occura trustee, Builder receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall have, in addition to the right to charge interest remain undismissed and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues unstayed for a period of fifteen sixty days; or an order for relief shall be entered against Debtor or any of its Subsidiaries under the federal bankruptcy laws as now or hereafter in effect; (15h) daysa default or event of default occurs under the Senior Loan Agreement and if as a result of such default or event of default the indebtedness under the Senior Loan Agreement is accelerated prior to its maturity; or (i) a default or event of default occurs under the Senior Note and Warrant Purchase Agreement and if as a result of such default or event of default the indebtedness under the Senior Note and Warrant Purchase Agreement is accelerated prior to its maturity; then, Builder and in every such event and at any time thereafter during the continuance of such event, Purchaser may terminate this Agreement by written notice to Buyer Debtor (i) declare this Note (together with accrued interest thereon) to be, and maythis Note shall, at its sole discretionsubject to Section 12 hereof, either complete the Vessel thereupon become, immediately due and sell the samepayable without presentment, demand, protest or sell the Vessel "as is," free other notice of any right or claim kind, all of Buyer. Such sale which are hereby waived by Debtor; provided, however, that in the case of any of the Vessel Events of Default specified in clauses (f) or (g) above, without any notice to Debtor or any other act by Builder Purchaser, this Note (together with accrued interest thereon) shall be either become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by public auction Debtor, and/or (ii) exercise any or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale all of the Vessel, the amount of the sale proceeds received by Builder shall rights and remedies which may be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder taken upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence and/or during the continuance of any Event of Default or exercise of Builder's remedies with respect theretoDefault.

Events of Default and Remedies. (a) Each The occurrence of any of the following events identified in the Loan Agreement or elsewhere in the other Loan Documents as an “Event of Default” shall be deemed an “Event of Default” hereunder. (b) Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies granted in this Agreement or in any other Loan Document, Mezzanine Lender may: (i) Buyer's failure exercise all rights and remedies of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to make which a secured party is entitled under the laws in effect in any payment required jurisdiction where any rights and remedies hereunder on may be asserted, including, without limitation, the date right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Mezzanine Lender were the sole and absolute owner thereof (and Pledgor agrees to take all such payment is dueaction as may be appropriate to give effect to such rights); (ii) Buyer's failure make any reasonable compromise or settlement deemed desirable with respect to accept any of the Vessel within fourteen (14) days from Collateral and may extend the date on which time of payment, arrange for payment in installments, or otherwise modify the Vessel is tendered for deliveryterms of, any of the Collateral; (iii) Buyer's material breach in its discretion, in its name or in the name of Pledgor or otherwise, demand, xxx for, collect, direct payment of or receive any money or property at any time payable or receivable on account of or in exchange for any of his other obligations the Collateral, but Mezzanine Lender shall be under this Agreementno obligation to do so; orand (iv) Buyer shall become insolvent without limiting the generality of the foregoing clause (iii) above, without demand of performance or generally not pay his debts as such become dueother demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or otherwise required hereby) to or upon Pledgor, Tower Mortgage Borrower or any other Person (all and each of which demands, presentments, protests, advertisements and notices, or shall admit in writing his insolvency or his inability other defenses, are hereby waived to pay his debts generallythe extent permitted under applicable law), forthwith collect, receive, appropriate and realize upon the Collateral, or shall make a general assignment for any part thereof, and/or forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the benefit of creditors; Collateral or any proceeding part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of Mezzanine Lender or elsewhere upon such terms and conditions as Mezzanine Lender may deem advisable and at such prices as Mezzanine Lender may deem best in its sole discretion, for cash or on credit or for future delivery without assumption of any credit risk; provided, however, that Mezzanine Lender shall provide Pledgor with not less than ten (10) days written notice prior to conducting any public or private sale of the Collateral, and Pledgor hereby agrees and stipulates that such notice shall be instituted deemed to be commercially reasonable notice in satisfaction of the requirements of the Uniform Commercial Code. Mezzanine Lender shall have the right, without notice or publication, to adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or against him seeking place to adjudicate hire as bankrupt which the same may be adjourned without further notice. Mezzanine Lender shall have the right upon any such public sale or insolvent. (b) Should an Event of Default occursales, Builder shall haveand, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Pledgor, which right or equity of redemption is hereby waived and released. Mezzanine Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Mezzanine Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as Mezzanine Lender may elect, and only after such application and after the payment by Mezzanine Lender of any other amount required by any provision of law, including, without limitation, Sections 9-610 and 9-615 of the Uniform Commercial Code, need Mezzanine Lender account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Mezzanine Lender arising out of the exercise by Mezzanine Lender of any of its rights hereunder. (c) In the event that an Event The rights, powers, privileges and remedies of Default occurs and continues for a period of fifteen (15) days, Builder may terminate Mezzanine Lender under this Agreement by written notice to Buyer are cumulative and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction in addition to all rights, powers, privileges and remedies available to Mezzanine Lender at law or private contract at Builder's sole discretion at in equity. All such price rights, powers and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder remedies shall be applied firstly to all expenses attending such sale (including, but not limited to, cumulative and may be exercised successively or concurrently without impairing the cost rights of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestMezzanine Lender hereunder. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each of the following shall be deemed constitute an Event of DefaultDefault under this Pledge Security Agreement: (i) Buyer's failure to make any payment required hereunder on 1. An event occurs which constitutes an Event of Default under the date such payment is dueSecurities Agreement and/or the Certificate; (ii) Buyer's failure 2. The perfection of the security interest granted Lender in the Collateral is impaired or is about to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementbecome impaired; or (iv) Buyer shall become insolvent 3. Borrower and/or Pledgor fails to perform any term, condition or generally not pay his debts as such become duecovenant of this Agreement, or shall admit any representation or warranty made by Pledgor and/or Borrower in writing his insolvency or his inability to pay his debts generallythis Agreement, or shall make a general assignment for by Borrower in the benefit of creditors; Securities Agreement and/or the Certificate, or any proceeding shall in connection therewith is determined to be instituted by or against him seeking to adjudicate hire as bankrupt or insolventfalse. (b) Should Upon the occurrence of one or more of the foregoing Events of Default, Lender may liquidate so much of the Collateral as is required to pay the Debt and the costs, expenses and fees described in 2(a) hereof. Upon the occurrence of an Event of Default, without limiting any other right or remedy of Lender which may be available at law or in equity, Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, at public or private sale or sales, at any exchange, brokers' board or elsewhere upon such terms and conditions as Lender may deem advisable. Lender or its agent shall pay over the net proceeds of any such collection, receipt, appropriation, realization or sale, after deduction of all reasonable costs and expenses of every kind incurred therein or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses, to Lender for application by Lender to the payment, in whole or in part, of the Debt, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law need Lender account for the surplus, if any, to Pledgor. Pledgor agrees that Lender need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to Pledgor if it has signed after an Event of Default occur, Builder shall have, in addition to the a statement renouncing or modifying any right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds notification of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) or other intended disposition. In addition to the foregoingrights and remedies granted to Lender in this Agreement, Buyer Lender shall be liable for have all legal fees the rights and other costs and expenses incurred by Builder by reason remedies of a secured party under the Uniform Commercial Code of the occurrence State of any Event of Default or exercise of Builder's remedies with respect theretoNew York.

Events of Default and Remedies. 2.1 If one or more of the following Events of Default shall happen, that is to say: (a) Each if (i) default shall be made in the payment of any interest due under the Note, or in the payment of any installment of principal due under the Note, in either such case, when and as the same shall become due and payable, and such default shall have continued for a period of five (5) days or (ii) default shall be made in any other payment of the following principal of the Note, when and as the same shall become due and payable, whether at maturity or by acceleration or as part of any prepayment or otherwise, in each case, as in the Note and this Mortgage provided or (iii) default in the payment of any other Indebtedness due to any Mortgagee under this Mortgage and such default shall have continued for a period of five (5) days after written notice thereof, or (iv) default shall be made in the payment of any tax required by Section 1.7 to be paid and said default shall have continued for a period of five (5) days after written notice thereof; provided, however, that if Mortgagor, within any twelve (12) month period, shall fail to make more than two (2) such payments by their due dates, said five (5) day period shall become null and void and of no further force or effect and failure to make payment shall become an immediate Event of Default, or (b) if default shall be made in the due observance or performance of any covenant or agreement on the part of the Mortgagor contained in Section 1.1, 1.3, 1.8, or 1.9, and such default shall have continued for a period of thirty (30) days after written notice thereof shall have been given to the Mortgagor by Mortgagees. For the purposes of this clause if any representation made in Section 1.1 shall be incorrect, it shall be deemed an Event of Default: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementbe a default; or (c) if default shall be made in the due observance or performance of any other covenant or condition on the part of the Mortgagor in the Note, the Loan Agreement or in this Mortgage contained, and such default shall have continued for a period of thirty (30) days after written notice specifying such default and demanding that the same be remedied shall have been given to the Mortgagor by Mortgagees; provided, however, if, in Mortgagees’ sole judgment said failure to comply is not capable of being cured within said thirty (30) day period and is not curable by the payment of money, then the Mortgagor shall have such additional time as Mortgagees deem reasonably necessary to cure such failure (but in no event will such additional time exceed sixty (60) days after the initial notice of such default) provided that (i) Mortgagor promptly proceeds to commence curing said failure to comply upon receipt of notice of said failure from Mortgagees, (ii) in the sole judgment of Mortgagees, Mortgagor thereafter diligently and continuously proceeds to cure said failure so as to cure said failure in the shortest time possible, (iii) such additional time to cure does not materially impair any rights and/or remedies of Mortgagees and will not adversely affect the completion of the Improvements by the Completion Date and (iv) Buyer the Mortgagor furnishes to Mortgagees, upon demand of Mortgagees, such documents and information with respect to Mortgagor’s curing of said failure to comply, as Mortgagees may reasonably request; or (d) if by the order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Mortgaged Property, or any part thereof, or of the Mortgagor shall become insolvent be appointed and such order shall not be discharged or generally not pay his debts as dismissed within ninety (90) days after such become dueappointment; or (e) if the Mortgagor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall admit consent to the entry of an order for relief in writing his insolvency an involuntary case under any such law or his inability to pay his debts generallythe appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Mortgagor or of any substantial part of its property, or if the Mortgagor shall make a any general assignment for the benefit of creditors, or if the Mortgagor shall fail generally to pay its debts as such debts become due, or if the Mortgagor shall take any action in furtherance of any of the foregoing; or (f) if any of the creditors of the Mortgagor shall commence against the Mortgagor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and if such case shall not be discharged or dismissed within ninety (90) days after the date on which such case was commenced; or (g) if final judgment for the payment of money in excess of $50,000 in the aggregate shall be rendered against the Mortgagor and the Mortgagor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; or (h) except for the Releases, if any sale, conveyance, transfer, pledge or further encumbrance, by operation of law or otherwise, of all or any proceeding part of the Mortgaged Property, of any interest therein, or in the event of any change in the ownership or composition of Mortgagor, or any further assignment of rents from the Mortgaged Property (except for the Prior Assignment), or any lease of all or substantially all of the Mortgaged Property (except for the Leases), the Leasehold Premises or the Improvements, shall occur, without the prior written consent of each Mortgagee; or (i) if Mortgagor shall fail to maintain its legal existence in good standing in its state of incorporation; or (j) if the Mortgagor defaults beyond any applicable notice and cure periods under any other agreement with any Mortgagee; or (k) if any easement over, across, under or otherwise affecting the Mortgaged Property or any portion thereof shall be instituted granted or released without each Mortgagee’s prior written consent or if there shall be a default by Mortgagor under any easement, covenant or against him seeking to adjudicate hire as bankrupt restriction affecting the Leasehold Premises or insolvent.any portion thereof or if any easement in favor of the Leasehold Premises or any portion thereof shall be terminated or modified; or (bl) Should an Event if Mortgagor shall assign any lease or the rents from any lease for all or a part of Default occurthe Leasehold Premises other than the Prior Assignment, Builder without the prior written consent of each Mortgagee, or shall haveenter into, in addition amend, extend, renew, abridge or otherwise modify, any lease, or shall cancel or consent to the right to charge interest cancellation or surrender of any lease unless in the ordinary course and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the samereasonably prudent management practice, or sell shall in any other manner materially impair the Vessel "as is," free security of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to Mortgagee for the payment of all costs and expenses of construction of the Vessel incurred debt secured by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.Mortgage; or

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Lenders’ Agent may then, or at any time thereafter, so long as such default shall continue, foreclose the Lenders’ lien or security interest in the Collateral in any way permitted by law, or upon ten (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1410) days from prior written notice to the date Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Lenders’ Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Lenders’ Agent, in its sole discretion, may elect, and at any such sale, the Lenders may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventLenders’ Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Lenders may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Lenders’ Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrower expressly waives. (d) In addition The Lenders’ Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 7, any Proceeds received by the Lenders’ Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Lenders in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Lenders’ Agent in its sole discretion may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default and delivery of a written request, the Borrower shall promptly upon demand by the Lenders’ Agent assemble the Equipment, Inventory and Fixtures and make them available to the Lenders’ Agent at a place or exercise places to be designated by the Lenders’ Agent. The rights of Builder's remedies with respect theretothe Lenders’ Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Lenders may, at their election, enforce such right by an action in equity for injunctive relief or specific performance. (f) If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any event, the Lenders have the right to use and operate under all trade names under which the Borrower does business.

Events of Default and Remedies. 13.1 The Licensee shall be in breach of this Agreement in the event of: (a) Each of the following shall be deemed an Event of Default: (i) BuyerThe Licensee's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from or before the date on which such payment becomes due and payable and the Vessel is tendered continuation of such failure unremedied for deliverythirty (30) days after written notice thereof has been given to the Licensee by Bio-Products; (iiib) BuyerThe Licensee's material failure to observe or perform any covenant, condition or agreement contained in this Agreement and the continuation of such failure unremedied for thirty (30) days after written notice thereof has been given to the Licensee by Bio-Products, unless such breach of any of his other obligations under this Agreementcan not be remedied within such thirty (30) days for reasons beyond the Licensee's control, in which case the Licensee shall have a reasonable time within which to remedy such breach; or (ivc) Buyer Any warranty or representation made herein by the Licensee and contained in this Agreement, shall become insolvent prove to have been false, misleading or generally not pay his debts incorrect in any material respect as such become dueof the date made, or shall admit have failed to state a fact necessary in writing his insolvency or his inability order to make the statements made not misleading. No termination of this Agreement shall relieve the Licensee of the obligation to pay his debts generallyto Bio-Products all royalties, fees, and other payments accrued at the time of the termination. 13.2 Bio-Products shall be in default of this Agreement in the event of: (a) Bio-Products' failure to observe or perform any covenant, condition or agreement contained in this Agreement or in the UAH License and the continuation of such failure unremedied for thirty (30) days after written notice thereof shall have been given to Bio-Products by the Licensee; (b) Any warranty or representation made herein by or on behalf of Bio-Products, contained in this Agreement or in the UAH License, shall prove to have been false, misleading or incorrect in any material respect as of the date made, or shall have failed to state a fact necessary in order to make a general assignment the statements made not misleading; or (c) If at any time Bio-Products defaults in its duties in connection with, or by its conduct attempts to or actually terminates the UAH License which default and/or termination affects or terminates the ability of Bio-Products to grant the license contained in this Agreement, or affects or terminates Licensee's ability to continue operation of existing plants or build new plants. 13.3 The Licensee shall have the following remedies for breach or default of this Agreement or the benefit UAH License by Bio-Products: (a) Upon Bio-Products' breach or termination of creditors; the UAH License or this Agreement, such that the breach or termination has affected the ability of Licensee to continue operation of existing plants and preclusion of building new plants, the Licensee may at its option terminate this Agreement and contract directly with UAH as provided in this Agreement., The Licensee and any proceeding sub-licensee shall be instituted by utilize the Technology, free of any royalties, fees, and other amounts accrued through the date of such default or against him seeking to adjudicate hire as bankrupt or insolventbreach and thereafter. (b) Should an Event of Default occur, Builder shall have, in In addition to any other right or remedy available to the right to charge interest and case work Licensee under this Agreement or in accordance with law or equity, upon Bio-Products' breach or default of this Agreement or the terms of Section 4 hereofUAH License, the right Licensee shall be entitled to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below withhold and/or offset any and all royalties or other remedies permitted by lawfees due to Bio-Products under this Agreement. (c) In Notwithstanding anything to the event that an Event of Default occurs and continues for a period of fifteen (15) dayscontrary in this Agreement, Builder the Licensee may terminate this Agreement by at any time upon six (6) months prior written notice to Buyer Bio-Products, at which time the Licensee will cease utilizing the Technology, and pay to Bio-Products any royalties, fees and other amounts accrued through the date of such termination. Immediately upon termination of this Agreement all rights, privileges and licenses granted to the Licensee hereunder shall revert to Bio-Products, including all sub-licenses of facilities granted by the Licensee. 13.4 Upon the Licensees' breach of this Agreement and it's failure to cure said breach as provided above in 13.1, Bio-Products may, at its sole discretionoption, either complete (i) terminate this Agreement, at which time Licensee shall cease utilizing the Vessel Technology and sell such termination shall relieve Licensee of its obligations to pay Bio-Products any further royalties or fees other than those fees and royalties already accrued through the same, or sell the Vessel "as is," free date of any right or claim of Buyer. Such sale of the Vessel termination and all sub-licenses granted by Builder Licensee shall be either assigned to Bio-Products; or (ii) Bio-Products may seeks to recover such damages to which it may be entitled by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselapplicable law, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, including but not limited to, equitable and injunctive relief. (a) Any claim or controversy arising out of or relating to this Agreement, or the cost breach thereof, including without limitation the right of preparingany Party hereto to terminate this Agreement, completing shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its then current Commercial Arbitration Rules, and marketing judgment upon the Vessel and reasonable attorneys' fees) or otherwise incurred award rendered by tape Builder as a result the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be before one neutral arbitrator to be selected in accordance with the then current Commercial Arbitration Rules of Buyer's default, secondly the American Arbitration Association. The parties shall have all rights to pre-arbitration discovery pursuant to the payment Federal Code of all costs Civil Procedure. (b) Neither of the Parties nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Parties except to counsel, accountants, and other need to know professionals. (c) All fees and expenses of construction the arbitration shall be born by the Parties equally. However, each Party shall bear the expense of the Vessel incurred by Builder less the installmentsits own counsel, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contractexperts, plus accrued interest on all such amounts at eighteen percent (18%) per annumwitnesses, and finally to the repayment preparation and presentation of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestproofs. (d) In addition the event that a claim or controversy over the right of any Party to the foregoing, Buyer terminate this Agreement shall be liable submitted for all legal fees arbitration, this Agreement shall continue in full force and other costs effect, and expenses incurred by Builder by reason the termination shall be of no effect, until the arbitrator renders a final decision. 13.6 In the event of the occurrence commencement of any Event a voluntary case under the Bankruptcy Code by the Licensee, or Licensee's acquiescence in an involuntary petition under the Bankruptcy Code which voluntary or involuntary case remains undismissed for a period of Default ninety (90) days or exercise more, the right and license conferred under this Agreement shall automatically become and shall thereafter be null and void. The commencement of Builder's remedies with respect theretoa voluntary case under the Bankruptcy Code by Bio-Products, or Bio-Products' acquiescence in an involuntary petition under the Bankruptcy Code, which voluntary or involuntary case remains undismissed for a period of ninety (90) days or more, shall be treated as a material breach of the Agreement.

Events of Default and Remedies. (a) Each 8.1. The occurrence of the following shall be deemed an Event of Default:, as defined in the Credit Agreement, shall constitute an Event of Default. (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due8.2. The Administrative Agent, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding the Lenders, shall be instituted by or against him seeking at all times have the rights and remedies of a secured party under the U.C.C. as in effect from time to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall havetime, in addition to the right rights and remedies of a secured party provided elsewhere within this Agreement, any Note or any other Loan Document, or otherwise provided in law or equity. 8.3. The Pledgor expressly acknowledges that the Administrative Agent, on behalf of the Lenders, shall record this Agreement with the USCO and the USPTO, as appropriate. Contemporaneously herewith, the Pledgor shall execute and deliver to charge the Administrative Agent the Assignment, which Assignment shall have no force and effect and shall be held by the Administrative Agent in escrow until the occurrence of an Event of Default; provided, that, anything herein to the contrary notwithstanding, the security interest and case work collateral assignment granted herein shall be effective as of the date of this Agreement. After the occurrence of an Event of Default, the Assignment shall immediately take effect upon certification of such fact by an authorized officer of the Administrative Agent in accordance the form reflected on the face of the Assignment and the Administrative Agent may, in its sole discretion, record the Assignment with the terms of Section 4 hereofUSCO and the USPTO, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawas appropriate. (c) In the event that 8.4. If an Event of Default occurs shall occur, the Pledgor irrevocably authorizes and continues for a period empowers the Administrative Agent, on behalf of fifteen (15) daysthe Lenders, Builder to terminate the Pledgor’s use of the Collateral and to exercise such rights and remedies as allowed by law. Without limiting the generality of the foregoing, after any delivery or taking of possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to the Pledgor or any other Person or property, all of which the Pledgor hereby waives, and upon such terms and in such manner as the Administrative Agent may terminate this Agreement by written notice to Buyer and maydeem advisable, at the Administrative Agent, on behalf of the Lenders, in its sole discretion, either complete may sell, assign, transfer and deliver any of the Vessel and sell Collateral, together with the sameassociated goodwill, or sell any interest that the Vessel "as is," free Pledgor may have therein, at any time, or from time to time. No prior notice need be given to the Pledgor or to any other Person in the case of any right sale of Collateral that the Administrative Agent determines to be declining speedily in value or claim that is customarily sold in any recognized market, but in any other case the Administrative Agent shall give the Pledgor no fewer than ten days prior notice of Buyer. Such either the time and place of any public sale of the Vessel by Builder shall Collateral or of the time after which any private sale or other intended disposition thereof is to be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fitmade. In the event The Pledgor waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of the Vesselany kind in respect of any such sale. At any such public sale, the amount Administrative Agent or any Lender may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights the sale Pledgor hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Administrative Agent may apply the net proceeds received by Builder shall be applied firstly to all expenses attending of each such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) to or otherwise incurred by tape Builder as a result of Buyer's default, secondly to toward the payment of all costs the Secured Obligations, whether or not then due, in such order and expenses of construction of by such division as the Vessel incurred Administrative Agent, in its sole discretion, may deem advisable. Any excess, to the extent permitted by Builder less law, shall be paid to the installmentsPledgor, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder obligors on the Secured Obligations shall remain liable for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestdeficiency. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each of the following shall be deemed an Event event of default ("Events of Default:"): (ia) Buyer's the Borrower shall fail to pay the principal, or interest on, the Note or any other amount due thereunder or under this Agreement within five days after the date when such payment was due; or (b) the Obligors shall fail to observe or perform any term, covenant or agreement contained in the Loan Documents (other than the Note) and such failure shall continue uncured for a period of 30 days after the earlier of (1) the date of which the Bank has given written notice of such failure to make any payment required hereunder on the date such payment is due; relevant Obligor, or (ii2) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach an executive officer of any Obligor otherwise became aware of his other obligations under this Agreementsuch failure; or (ivc) Buyer any representation or warranty made by any Obligor in this Agreement or the other Loan Documents, or otherwise in writing in connection with the Loan, shall become prove to have been false, incorrect or misleading in any material respect on the date when made; or (d) any of the Loan Documents shall cease for any reason to be in full force and effect or the enforceability thereof shall be challenged or disputed by any Obligor; or (e) any Obligor or any of their Subsidiaries becomes insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general makes an assignment for the benefit of creditors; , or any proceeding shall be instituted petition is filed by or against him seeking any Obligor or any of their Subsidiaries under any provision of any law or statute alleging that such Person is insolvent or unable to adjudicate hire pay its debts as bankrupt or insolvent.they mature; or (bf) Should the entry of any judgment against any Obligor or any of their Subsidiaries in an amount exceeding $750,000 or the issuing of any attachment or garnishment against any property of any Obligor or any of their Subsidiaries in respect of indebtedness of more than $750,000; or (g) any Obligor or any Subsidiary of any Obligor shall fail to pay when due (after giving effect to any grace period applicable thereto), any principal of, premium (if any) on or interest on any other indebtedness of such Obligor or Subsidiary, or the occurrence of any default under any mortgage, agreement or other instrument under or pursuant to which such indebtedness is incurred, secured, or issued, and continuance of such default beyond the period of grace, if any, allowed with respect thereto; or (h) any dissolution, merger, consolidation or reorganization of any Obligor or any of their Subsidiaries, except as expressly permitted by this Agreement and except that any Subsidiary of the Company may merge into or consolidate with or transfer assets to any other Subsidiary of the Company; or (i) any information furnished in writing to the Bank by any Obligor in connection with the Loan or the Guaranty shall prove to have been false, incorrect or misleading in any material respect on the date when made; then, and in any such event, the Note and all interest thereon and all other amounts payable under this Agreement shall become and be immediately due and payable upon declaration to such effect delivered by the Bank to the Borrower; provided that upon the happening of an Event of Default occurspecified in section 6.01(e), Builder the Note and all interest thereon and all other amounts payable thereunder shall havebe immediately due and payable without declaration or other notice to any Obligor. Thereupon, in addition to the Bank shall have the right to charge and accrue interest at the applicable Default Rate and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose shall have all of the Vessel rights and remedies available to it under the Loan Documents or otherwise at law or in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) daysequity. The Obligors expressly waive any presentment, Builder may terminate this Agreement by written demand, protest or further notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestkind. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1415) days from prior written notice to the date Company or the Subsidiary, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Agent, in its sole discretion, may elect, and at any such sale, the Agent may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventAgent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Company or the Subsidiary, without affecting the Company’s or the Subsidiary’s liability under this Agreement and dispose or the Notes. Each of the Vessel in accordance with Company and the terms Subsidiary waives notice of Section 13(c) below acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and all any other remedies permitted by lawnotices to which the Company or the Subsidiary may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer Company and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestSubsidiary expressly waive. (d) In addition The Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses, second to the payment of the Notes, pro rata , whether on account of principal or interest or otherwise as the Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the Company or the Subsidiary or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Company shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Company or exercise the Subsidiary shall promptly upon written demand by the Agent assemble the Equipment, Inventory and Fixtures and make them available to the Buyers at a place or places to be designated by the Agent The rights of Builder's remedies with respect theretothe Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. 7.1 The occurrence of any of the following events shall be an “Event of Default” hereunder: (a) Each of Borrowers fail to pay any Monthly Payment as and when due hereunder and under the following shall be deemed an Event of Default: (i) Buyer's failure Note, or if Borrowers fail to make pay any payment required hereunder other monetary Obligation under any Loan Document, as and when due, whether on the scheduled due date or upon acceleration, maturity or otherwise, and in each case such payment is due; failure continues for three (ii3) Buyer's failure to accept the Vessel within fourteen (14) days Business Days after notice from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventLender. (b) Should an Borrowers shall fail to keep, observe or perform any of the terms, covenants, representations or warranties contained in this Agreement or another Loan Document, (other than compliance with the Minimum Deposit Balance requirement, which, for the avoidance of doubt, non-compliance therewith shall not constitute a Default or Event of Default occurhereunder) within the time and in the manner required, Builder shall have, in addition and Borrowers fail to the right rectify or cure such non-performance within thirty (30) days of written notice by Lender to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower’s Representative. (c) In If a Borrower defrauds or attempts to defraud Lender, or if any warranty or representation made by Borrowers in this Agreement or in any Loan Document shall at any time be false or misleading in any material respect; provided that if a misrepresentation reasonably appears not to have been purposeful and does not give rise (or would not reasonably likely give rise) to a Material Adverse Effect, and if Borrower causes the event that representation or warranty in question to be made correct within thirty (30) days after discovering the misrepresentation or after notice, whichever occurs first, and if Lender reasonably accepts the corrected representation or warranty, then, an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale will not arise solely on account of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestsubject misrepresentation. (d) In addition Any Borrower’s or the Liquidation Trust’s dissolution or termination of existence. (e) A Borrower or Guarantor becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, or a receivership, in or out of court, for the adjustment of debtor-creditor relationships, which, in any such instance, is not dismissed within sixty (60) days. (f) The entry of a non-monetary judgment against a Borrower which could reasonably be expected to have a Material Adverse Effect, and which is not Properly Contested and bonded, or satisfied and released, within sixty (60) days after the date on which such judgment is entered. (g) The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any Trust Property that is not dismissed within sixty (60) days. (h) A final judgment for the payment of money in excess of $250,000 or final judgments which in the aggregate exceed $250,000 (in each case, except to the foregoing, Buyer extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) shall be liable rendered against a Borrower, and the same shall remain undischarged for all legal fees and other costs and expenses incurred a period of sixty (60) consecutive days during which execution shall not be effectively stayed (by Builder bond or otherwise). (i) Any default under the Guaranty Agreement or the revocation or attempted revocation or repudiation thereof, in whole or part, by reason a Guarantor. (j) If a Borrower transfers, conveys, assigns or permits to be transferred, conveyed or assigned, or interferes with Lender’s rights under any Trust Property or proceeds therefrom, in any such case, in violation of the occurrence terms of the Loan Documents, or with the intent to hinder, delay or defraud its creditors or any Event of Default or exercise them, including, without limitation, Lender. (k) If Borrower fails to pay Lender the Mandatory Repayment Amount due on sale of Builder's remedies with respect theretoa Trust Property.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1415) days from prior written notice to the date Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Collateral Agent, in its commercially reasonable sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Collateral Agent, in its commercially reasonable sole discretion, may elect, and at any such sale, the Collateral Agent may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventCollateral Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Collateral Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Collateral Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrower expressly waives. (d) In addition The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Notes, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Borrower shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Buyers at a place or exercise places to be designated by the Collateral Agent The rights of Builder's remedies with respect theretothe Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. (a) Each The occurrence of any event or the following shall be deemed existence of any condition which is specified as an “Event of Default: (i) Buyer's failure to make any payment required hereunder on ” under the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach Credit Agreement shall constitute an “Event of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventDefault” hereunder. (b) Should an Upon the occurrence and during the continuation of any Event of Default occurDefault, Builder the Agent shall have, in addition to all other rights provided herein or by law, the right rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to charge interest the affected Collateral), and further the Agent may, without demand and, to the extent permitted by applicable law, without advertisement, notice, hearing or process of law, all of which each Debtor hereby waives to the extent permitted by applicable law, at any time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any securities exchange or broker’s board or at the Agent’s office or elsewhere, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its discretion. In the exercise of any such remedies, the Agent may sell the Collateral as a unit even though the sales price thereof may be in excess of the amount remaining unpaid on the Secured Obligations. Also, if less than all the Collateral is sold, the Agent shall have no duty to marshal or apportion the part of the Collateral so sold as between the Debtors, or any of them, but may sell and deliver any or all of the Collateral without regard to which of the Debtors are the owners thereof. In addition to all other sums due any Secured Creditor hereunder, each Debtor shall pay the Secured Creditors all reasonable costs and expenses incurred by the Secured Creditors, including reasonable attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Secured Obligations or in the prosecution or defense of any action or proceeding by or against any Secured Creditor or any Debtor concerning any matter arising out of or connected with this Agreement or the Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case work under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Debtors in accordance with Section 13(b) hereof at least 10 days before the terms time of Section 4 hereofsale or other event giving rise to the requirement of such notice. The Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. Any Secured Creditor may be the purchaser at any such sale. Each Debtor hereby waives all of its rights of redemption from any such sale. The Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the right time and place to terminate this Agreement which the sale was postponed or the Agent may further postpone such sale by announcement made at such time and place. The Agent has no obligation to prepare the Collateral for sale. The Agent may sell or otherwise dispose of the Vessel in accordance with Collateral without giving any warranties as to the terms Collateral or any part thereof, including disclaimers of Section 13(c) below any warranties of title or the like, and all other remedies permitted by laweach Debtor acknowledges and agrees that the absence of such warranties shall not render the disposition commercially unreasonable. (c) In Without in any way limiting the event that an foregoing, upon the occurrence and during the continuation of any Event of Default occurs and continues for a period of fifteen hereunder, in addition to all other rights provided herein or by law, (15i) days, Builder may terminate this Agreement by written notice the Agent shall have the right to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free take physical possession of any right or claim of Buyer. Such sale and all of the Vessel by Builder shall Collateral and anything found therein, the right for that purpose to enter without legal process any premises where the Collateral may be either by public auction found (provided such entry be done lawfully), and the right to maintain such possession on the relevant Debtor’s premises or private contract at Builder's sole discretion at such price and on to remove the Collateral or any part thereof to such other terms places as the Agent may desire and conditions as Builder shall deem fit. In (ii) each Debtor shall, upon the event of such sale of Agent’s demand, promptly assemble the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing Collateral and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly make it available to the payment of all costs and expenses of construction of Agent at a place reasonably designated by the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remainsAgent. If the proceeds Agent exercises its right to take possession of sale are insufficient the Collateral, each Debtor shall also at its expense perform any and all other steps reasonably requested by the Agent to pay preserve and protect the security interest hereby granted in the Collateral, such total costs as placing and any reasonable losses as aforesaidmaintaining signs indicating the security interest of the Agent, Buyer shall promptly pay appointing overseers for the deficiency to the Builder upon requestCollateral and maintaining Collateral records. (d) In addition The powers conferred upon the Secured Creditors hereunder are solely to protect their interest in the Collateral and shall not impose on them any duty to exercise such powers. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equivalent to that which the Agent accords its own property, consisting of similar type assets. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Debtors in any way related to the foregoingCollateral, Buyer and the Agent shall have no duty or obligation to discharge any such duty or obligation. Neither any Secured Creditor nor any party acting as attorney for any Secured Creditor shall be liable for all legal fees any acts or omissions or for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. (e) Failure by the Agent to exercise any right, remedy or option under this Agreement or any other agreement between any Debtor and other costs the Agent or provided by law, or delay by the Agent in exercising the same, shall not operate as a waiver; and expenses incurred no waiver shall be effective unless it is in writing, signed by Builder by reason the party against whom such waiver is sought to be enforced and then only to the extent specifically stated. The rights and remedies of the occurrence Secured Creditors under this Agreement shall be cumulative and not exclusive of any other right or remedy which any Secured Creditor may have. For purposes of this Agreement, an Event of Default or exercise of Builder's remedies with respect theretoshall be construed as continuing after its occurrence until the same is waived in writing by the Agent.

Events of Default and Remedies. (a) Each 7.01 The following acts and/or omissions shall constitute a default and material breach of this Agreement by the following Contractor and shall be deemed an Event of DefaultDefault if not cured within five (5) business days after written notice of default has been sent by the Authority to the Contractor, provided however, that if the default is such that more than five (5) days are required for a cure, then Contractor shall not be in default if it commences to cure the default within the five (5) day period and thereafter diligently prosecutes the same to completion: (a) Failure to comply with any of the material terms and conditions of this Agreement following written notice from the Authority and failure to cure; and/or (b) Failure to begin the Services in accordance with the terms of this Agreement; and/or (c) If the Contractor, in the judgment of the Authority, is unnecessarily or unreasonably or willfully delaying the performance and completion of the Services; and/or (d) The Contractor abandons the Services to be undertaken; and/or (e) The Authority reasonably believes that the Services cannot be completed within the time required, where in the Authority’s judgment, the delay is attributable to conditions within the Contractor’s control; and/or (f) The Contractor, without just cause, reduces its personnel to a number which in the judgment of the Authority, is insufficient to complete the Services within a reasonable time and fails to sufficiently increase such personnel when directed to do so by the Authority; and/or (g) The Contractor assigns, transfers, conveys or otherwise disposes of this Agreement, in whole, or in part, without prior approval of the Authority; and/or (h) Any Authority officer or employee acquires an interest in this Agreement so as to create a conflict of interest; and/or (i) Buyer's failure to make The Contractor violates any payment required hereunder on the date such payment is due;law, charter provision, ordinance, rule, regulation, governmental order or directive; and/or (iij) Buyer's failure Failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery;provide adequate inventory, vehicles, equipment and/or personnel; and/or (iiik) Buyer's material breach The filing of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent a voluntary or generally not pay his debts as such become dueinvoluntary petition in bankruptcy or for reorganization or an arrangement, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; , or any proceeding shall be instituted by or against him seeking to adjudicate hire the adjudication of the Contractor as being bankrupt or insolvent. (b) Should an Event , or the appointment of Default occura receiver of, Builder shall haveor for the Contractor if such appointment, adjudication, or similar order or ruling remains in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues force or unstayed for a period of fifteen thirty (1530) days, Builder may terminate this Agreement by written notice or admit in writing its inability to Buyer and maypay its debts generally as they become due; and/or (l) The Contractor’s level of performance of the Services, at its sole discretionin the reasonable judgment of the Authority falls below the standard of care set forth in Article II hereof and/or (m) The Contractor ceases to conduct business in the normal course, either complete the Vessel and sell the sameand/or (n) The Contractor fails to comply with any material terms, conditions and/or obligations of Contractor set forth herein. (o) The Contractor fails to pay any labor, tax obligations, fringe benefit funds, insurance premiums, or sell subcontractor invoices for Services which the Vessel "as is," free Contractor has received payment from the Authority. 7.02 In the Event of any right or claim of Buyer. Such sale of Default by the Vessel by Builder Contractor, the Authority shall be either by public auction or private contract entitled to exercise any and all remedies available at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessellaw and/or in equity, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the right to seek and xxx for damages, any costs incurred to enforce, or attempt to enforce this Agreement, including reasonable attorneys fees, which enforcement shall not be limited, and may include appeals of any decisions in lower courts, as well as collection efforts thereafter, compensable damages and consequential damages, withhold and retain payment to the Contractor for the purpose of all costs setoff until such time as the exact amount of damages due to the Authority from the Contractor is determined, seek injunctive relief and/or specific performance and expenses such other equitable remedies that are available, as well as effectuate a termination of construction of this Agreement, which may or could give rise to additional damages. It is expressly understood that the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder Contractor will remain liable for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to damages the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence Authority sustains in excess of any Event of Default or exercise of Builder's remedies with respect theretoset-off.

Events of Default and Remedies. (a) Each The occurrence of any one of the following shall be deemed constitute an Event of DefaultDefault hereunder: (ia) Buyer's failure Lessee fails to make pay any payment required hereunder installment of rent on or before the tenth (10th) day following the date when Lessor notifies Lessee, in writing that such payment is dueinstallment has not been paid; (iib) Buyer's failure Lessee attempts to accept remove, sell, transfer, encumber, sublet or part with possession of the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliveryEquipment or any items thereof, except as expressly permitted herein; (iiic) Buyer's material breach of Lessee shall fail to observe or perform any of his the other obligations under this Agreement; orrequired to be observed or performed by Lessee hereunder and such failure shall continue uncured for (10) days after written notice thereof to Lessee by Lessor; (ivd) Buyer Any representation or warranty made by Lessee herein or in any document or certificate furnished in connection herewith shall become insolvent or generally not pay his debts prove incorrect in any material respect; (e) Lessee ceases doing business as such become duea going concern, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general makes an assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any proceeding substantial part of its assets or properties, or if it or its shareholders shall be instituted by take any action looking to its dissolution or against him seeking to adjudicate hire as bankrupt or insolvent.liquidation; or (bf) Should Within thirty (30) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment, without Lessee's consent or acquiescence, of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated or vigorously, actively and continually protested by Lessee; (g) The occurrence of any event or condition described in subsections (d) through (f) hereof with respect to any guarantor or any other party liable, in whole or in part, for performance of any of Lessee's obligations under this Lease. Upon the occurrence of an Event of Default occurDefault, Builder shall haveLessor may at its option do any or all of the following: (i)By notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii)whether or not this Lease is terminated as to any or all Equipment Schedules, take possession of any or all of the Equipment listed on any or all Equipment "Schedules, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee, and Lessee hereby agrees, to return the Equipment to Lessor as provided in addition this Lease; (iii)recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the right present value of all monies to charge interest and case work in accordance with be paid by Lessee during the terms of Section 4 hereof, the right to terminate this Agreement and dispose remainder of the Vessel Initial Term or any successive period then in accordance with effect, discounted at the terms rate of Section 13(csix percent (6%) below per annum, which payment shall become immediately due and payable; and (iv)sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine without, except as provided below, any duty to account to Lessee (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor). In any event, Lessee shall, without further demand, pay to Lessor an amount equal to all other remedies permitted by law. (c) sums due and payable for all periods up to and including the date on which Lessor has declared this Lease to be in default. In the event that an Event of Default occurs Lessee shall have paid to Lessor the liquidated damages referred to in clause (iii) above and continues for a period of fifteen (15) daysall other sums then due and payable, Builder may terminate this Agreement by written notice Lessor hereby agrees to Buyer and maypay Lessee, at its sole discretionpromptly after receipt thereof, either complete all rentals or proceeds received from the Vessel and sell the same, reletting or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction Equipment to the extent such rentals or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In proceeds are attributable to the event of such sale balance of the VesselInitial Term (after deduction of all expenses incurred by Lessor), said amount never to exceed the amount of the sale proceeds received liquidated damages paid by Builder Lessee. Lessee agrees that Lessor shall have no obligation to sell or lease the Equipment and shall not be applied firstly required to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses attending incurred by Lessor on account of such sale (default including, but not limited to, the cost of preparing, completing and marketing the Vessel all court costs and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default. Lessee further agrees that, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installmentsin any event, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall it will be liable for all legal fees and any deficiency after any sale, lease or disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any other costs and expenses incurred rights or remedies provided by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect theretolaw. Lessor agrees to seek to mitigate its damages in a commercially reasonable manner.

Events of Default and Remedies. (a) Each 8.1 Any one or more of the following shall be deemed constitute an Event of Default: (ia) Buyer's failure to make any default for a period of ten (10) days in the payment required hereunder when due of principal or interest on the date such payment is dueNote, whether at the stated maturity thereof or at any other time provided in this Agreement, or of any fee payable by the Company hereunder; (iib) Buyer's failure to accept default in the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliveryobservance or performance of any covenant set forth in Section 7 hereof; (iiic) Buyer's material breach default in the observance or performance of any other provision of his other obligations under this Agreement; orthe Loan Documents which is not remedied within thirty (30) days after notice thereof to the Company by the Bank; (ivd) Buyer default shall become occur under any evidence of indebtedness in an outstanding amount of not less than $10,000.00 issued, assumed or guaranteed by a Company or under any indenture, agreement or other instrument under which the same may be issued and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness without cure or waiver; (e) any representation or warranty made by the Company in the Loan Documents, or in any statement or certificate furnished by a Company pursuant thereto or in connection with any advance made hereunder proves untrue in any material respect as of the date of the issuance or making thereof; (f) the Company becomes insolvent or generally not pay his debts as such become duebankrupt, or shall admit admits in writing his insolvency or his its inability to pay his its debts generallyas they mature, or shall make a general makes an assignment for the benefit of creditors; creditors or applies for or consents to the appointment of a trustee or receiver for it or for any proceeding shall be part of its property; (g) a trustee or receiver is appointed for the Company or for any part of its property; (h) bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors are instituted by or against him seeking the Company, and, if instituted against the Company, are consented to adjudicate hire as bankrupt or insolventare not dismissed within sixty (60) days after such institution; and (i) any default that occurs and is continuing by the Company or Checksmart Financial Company (“Checksmart”) under the Senior Secured Notes or the Syndicated Credit Agreement that entitles the holders of such obligations to accelerate the maturity thereof. 8.2 When any Event of Default described in Sections 8.1(a), 8.1(b), 8.1(c), 8.1(d), 8.1(e) or 8.1(i) has occurred or is continuing, the Bank may take any or all of the following actions: (a) terminate the remaining commitment hereunder of the Bank; (b) Should an Event declare the principal of Default occurand the accrued interest on all sums outstanding hereunder to be forthwith due and payable, Builder and thereupon all of said sums, including both principal and interest, shall havebe and become immediately due and payable without further demand, in addition to the right to charge interest and case work in accordance with the terms presentment, protest or notice of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.any kind; (c) In setoff against any and all accounts maintained by the event that an Company with the Bank in order to pay all amounts due and owing to the Bank by the Company. 8.3 When any Event of Default occurs described in Sections 8.1(f), 8.1(g) or 8.1(h) has occurred and continues for a period of fifteen (15) daysis continuing, Builder may terminate this Agreement by written notice to Buyer then all sums outstanding hereunder shall immediately become due and maypayable without presentment, at its sole discretiondemand, either complete the Vessel and sell the sameprotest, or sell the Vessel "as is," free notice of any right or claim of Buyer. Such sale kind, and the obligation of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale Bank to extend further credit pursuant to any of the Vesselterms hereof shall immediately terminate. 8.4 The Company agrees to pay to the Bank all reasonable expenses incurred or paid by the Bank, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and including reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal ’ fees and other costs and expenses incurred by Builder by reason of court costs, in connection with the occurrence of any Event of Default or exercise of Builder's remedies an event which solely by the passage of time would constitute an Event of Default hereunder or in connection with respect theretothe enforcement of any of the terms of any of the Loan Documents.

Events of Default and Remedies. (a) Each The Securities shall have the Events of Default as set forth in Section 5.01 of the following shall be deemed an Event of Default: (i) Buyer's failure Indenture. Subject to make any payment required hereunder on certain limitations in the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become dueIndenture, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that if an Event of Default occurs and continues for is continuing, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities by notice to the Company and the Trustee may declare all amounts payable on the Securities (including any Additional Payments) to be due and payable immediately; provided that, if the Property Trustee is the sole Holder of the Security and if upon an Event of Default, the Trustee or the Holder of not less than 25% in aggregate principal amount of the then outstanding Securities fail to declare the principal of all the Securities to be immediately due and payable, the Holders of at least 25% in aggregate liquidation amount of Preferred Securities then outstanding shall have such right by a period notice in writing to the Company and the Trustee; and upon any such declaration such principal and all accrued interest shall become immediately due and payable; and provided further that the payment of fifteen (15) daysprincipal and interest on such Securities shall remain subordinated to the extent provided in the Indenture. In the case of an Event of Default, Builder may terminate this Agreement the holders of a majority in principal amount of the Outstanding Securities by written notice to Buyer the Trustee may rescind an acceleration and may, at its sole discretion, either complete consequences if the Vessel rescission would not conflict with any judgment or decree and sell the same, if all existing Events of Default have been cured or sell the Vessel "as is," free waived except nonpayment of any right principal or claim of Buyer. Such sale interest that has become due solely because of the Vessel by Builder shall be either by public auction acceleration. Holders may not enforce the Indenture or private contract at Builder's sole discretion at such price and on such other terms and conditions the Securities except as Builder shall deem fitprovided in the Indenture. In the event Subject to certain limitations, Holders of such sale of the Vessel, the a majority in principal amount of the sale proceeds received then outstanding Securities issued under the Indenture may direct the Trustee in its exercise of any trust or power. The Company must furnish annually compliance certificates to the Trustee. The above description of Events of Default and remedies is qualified by Builder shall be applied firstly to all expenses attending such sale (including, but not limited reference to, and subject in its entirety by, the cost of preparing, completing and marketing more complete description thereof contained in the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestIndenture. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. Section 9.1 All Obligations shall be, at the Bank’s option, immediately due and payable without notice or demand (notwithstanding any deferred or installment payments allowed, if any, by any instrument evidencing or relating to the Obligations) and any provision of this Agreement or any supplement hereto, as to future loans and advances by the Bank shall, at the Bank’s option, terminate forthwith, upon the termination or non-renewal of this Agreement or upon the occurrence and continuation following written notice thereof by the Bank to the Borrower of any one or more of the following ("Events of Default"): (a) Each of if the following Borrower shall be deemed an Event of Default: (i) Buyer's failure fail to make pay to the Bank when due any payment required hereunder on amounts owing to the date Bank under any Obligation, and in the case of any amount other than an amount of principal or interest in respect of any Advance and any such payment is due; amounts remain unpaid for more than ten (ii) Buyer's failure to accept the Vessel within fourteen (1410) days from the date on which due date, (ii) shall breach any of the Vessel is tendered terms, covenants, conditions or provisions of this Agreement, any supplement hereto or any other Loan Document and such failure shall continue for deliverymore than ten (10) days, or (iii) shall breach any of the terms, covenants, conditions or provisions of any document evidencing or governing any indebtedness between any other third person or entity and the Borrower and as a result of such breach, such third party shall and has or shall be entitled to accelerate such indebtedness and Borrower has not cured such events, or (iv) Borrower shall breach any of the terms, covenants, conditions or provisions of any other agreement between any other third person or entity and the Borrower and as a result of such breach, such third party shall or shall be entitled to terminate such agreement and the termination of such agreement would result in a Material Adverse Change; (iiib) Buyer's material breach the occurrence and continuation of any an Overadvance for more than ten (10) days following the Bank’s written notice to Borrower of his other obligations under this Agreement; orsuch Overadvance; (ivc) Buyer if any representation, warranty, or statement of fact made to the Bank at any time by the Borrower or on the Borrower’s behalf is false or misleading in any material respect; (d) if (i) the Borrower or Guarantor shall become insolvent or generally not pay his insolvent, fail to meet the their debts as such become duethey mature, call a meeting of creditors or shall admit in writing his insolvency or his inability to pay his debts generallyhave a creditors' committee appointed, or shall make a general an assignment for the benefit of creditors; , commence or have commenced against the Borrower or them any action or proceeding for relief under any bankruptcy law (and, in the case of any such action or proceeding commenced against the Borrower such action or proceeding shall not be instituted by dismissed within 60 days), or against him seeking to adjudicate hire as bankrupt (ii) a lien or insolvent. (b) Should an Event encumbrance of Default occur, Builder shall have, in addition any type or nature attaches to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose assets of the Vessel in accordance with Borrower or the terms of Section 13(c) below Collateral and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of is not released or removed within fifteen (15) days; or (iii) a judgment is rendered against the Borrower or Guarantor in excess of $250,000.00 that is not fully covered by insurance or which is not satisfied and paid within thirty (30) days after entry thereof or the execution or other enforcement thereof stayed, Builder may terminate this Agreement by written notice to Buyer and mayor (iv) the Borrower suspends or discontinues doing business for any reason, or if a receiver, custodian or trustee of any kind is appointed for the Borrower or any of the Borrower’s or assets or properties; (e) if there shall be a Material Adverse Change from the date hereof; or (f) if at its sole any time the Bank shall, in the Bank’s commercially reasonable discretion, either complete consider the Vessel and sell the same, Obligations insecure or sell the Vessel "as is," free of any right or claim of Buyer. Such sale part of the Vessel by Builder shall Collateral unsafe, insecure or insufficient and the Borrower shall, on the Bank’s demand, be either by public auction unable to furnish other Collateral or private contract at Builder's sole discretion at such price and make payment on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselaccount, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly satisfactory to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBank. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of Section 9.2 Upon the occurrence and continuation of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Bank shall have the right (in addition to any other rights the Bank may have under this Agreement, any supplement hereto or exercise otherwise available under applicable law) without notice to the Borrower, at any time and from time to time, in the Bank’s discretion, with or without judicial process or the aid or assistance or others and without cost to the Bank to appropriate, set off and apply to the payment of Builderany or all of the Obligations, any or all Collateral, in such manner as the Bank shall in the Bank’s sole discretion determine; to enforce payment of any Collateral; to settle, compromise or release in whole or in part, any amounts owing on the Collateral; to prosecute any action, suit or proceeding with respect to the Collateral; to extend the time of payment of any and all Collateral; to make allowances and adjustments with respect thereto; to issue credits in the Bank’s or the Borrower’s name; to sell, assign and deliver the Collateral (or any part thereof) at public or private sale, at broker's remedies board, for cash, upon credit or otherwise, at the Bank’s sole option and discretion, and the Bank may bid or become purchaser at any such sale, if public, free from any right of redemption which is hereby expressly waived; and, with respect to the Inventory or Equipment, to enter upon any premises on or in which any of the Inventory or Equipment may be located and, without resistance or interference by the Borrower, take possession of the Inventory and the Equipment; to complete processing, manufacturing and repair of all or any portion of the Inventory; to sell, foreclose or otherwise dispose of any part or all of the Inventory and the Equipment on or in any of the Borrower’s premises or premises of any other party; to require the Borrower, at the Borrower’s expense, to assemble and make available to the Bank any part or all of the Inventory and the Equipment at any place and time designated by the Bank; and to remove any or all of the Inventory and the Equipment from any premises on or in which the same may be located, for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose. Section 9.3 In the event the Bank seeks to take possession of all or any portion of the Collateral by judicial process, the Borrower irrevocably waive: (a) the posting of any bond, surety or security with respect thereto which might otherwise be required, (b) any demand for possession prior to the commencement of any suit or action to recover the Collateral, and (c) any requirement that the Bank retain possession and not dispose of any Collateral until after trial or final judgment. Section 9.4 If notice of the intended disposition of Collateral is required by law, the Borrower agrees that the giving of seven (7) days notice by the Bank (unless a shorter period of time is permitted under the UCC), sent by ordinary mail, postage prepaid, to the Borrower’s address set forth herein, designating the place and time of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be deemed to be reasonable notice thereof and the Borrower waive any other notice with respect thereto. Section 9.5 The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Section 9.6 The Bank may sell the Collateral without giving any warranties as to the Collateral. The Bank may disclaim any warranties of title or the like. Section 9.7 To the extent that applicable law imposes duties on the Bank to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the undersigned, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Bank against risks of loss, collection or disposition of Collateral or to provide the Bank a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Bank in the collection or disposition of any of the Collateral. The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank would not be commercially unreasonable in the Bank’s exercise of remedies against the Collateral and that other actions or omissions by the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrower or to impose any duties on the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section. Section 9.8 The Bank shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that the Borrower lawfully may, the Borrower hereby agrees that the Borrower will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that the Borrower lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws. Section 9.9 The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by the Bank to the payment of the Obligations in such order as the Bank may elect, and the Borrower shall remain liable to the Bank for any deficiency. Without limiting the generality of the foregoing, if the Bank enters into any credit transaction, directly or indirectly, in connection with the disposition of any Collateral, the Bank shall have the option, at any time, in the Bank’s sole discretion, to reduce the Obligations by the principal amount of such credit transaction or to defer the reduction thereof until actual receipt by the Bank of cash or other immediately available funds in connection therewith. Section 9.10 The enumeration of the foregoing rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies the Bank may have under the UCC or other applicable law. The Bank shall have the right, in the Bank’s sole discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Collateral is to be proceeded against and in which order, and the exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. Section 9.11 No act (other than a waiver in writing), failure or delay by the Bank shall constitute a waiver of any of the Bank’s rights and remedies. No single or partial waiver by the Bank of any provision of this Agreement or any supplement hereto, or breach or default thereunder, or of any right or remedy which the Bank may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a future occasion. Section 9.12 Upon the occurrence and continuation of an Event of Default and following issuance by the Bank of a written notice with right to cure, all or any one or more of the rights, powers, privileges and other remedies available to the Bank against the Obligors under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, the Obligors or at law, equity or otherwise may be exercised by the Bank at any time and from time to time, whether or not the Bank shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan documents with respect to the Collateral. Any such actions taken by the Bank may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Bank may determine in its sole and absolute discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Bank permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, the Obligors agree that if an Event of Default exists (a) the Bank is not subject to any “one action” or “election of remedies” law or rule, and (b) all liens and other rights, remedies or privileges provided to the Bank shall remain in full force and effect until the Bank has exhausted all of its remedies resulting in the satisfaction and payment in full of all Obligations. Section 9.13 The Borrower waives presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Collateral and any and all notices or demands whatsoever (except as expressly provided herein). The Bank may, at all times, proceed directly against the Borrower to enforce payment of the Obligations and shall not be required to take any action of any kind to preserve, collect or protect the Bank’s or the Borrower’s rights in the Collateral.

Events of Default and Remedies. The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement, and the Company shall give the Lender immediate notice thereof: (a) Each the failure of the following shall be deemed an Event of Default: (i) Buyer's failure Company to make any payment required hereunder on of principal or interest under the date Note when due, (b) the Company becomes subject to any bankruptcy, insolvency, receivership or debtor relief proceedings and, in the case of any such payment is due; proceedings initiated against the Company, the same have not been discharged within sixty (ii) Buyer's failure to accept the Vessel within fourteen (1460) days from after institution, (c) the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general Company makes an assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient admits in writing an inability to pay such total costs and any reasonable losses its debts generally as aforesaidthey become due, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition the Company fails to comply with or perform any covenant, agreement or condition of this Agreement or any other Loan Document, (e) any statement, representation or warranty in any of the foregoingLoan Documents is false, Buyer shall be liable misleading or erroneous in any material respect on the date thereof, and such statement, representation or warranty is not made true and correct (as of the time such corrective action is taken) within the applicable grace period (if any) provided for all legal fees and other costs and expenses incurred by Builder by reason of in such Loan Document, (f) the occurrence of any Event event or condition deemed to be a default under or as defined in any other Loan Document, or (g) the Company breaches of Default defaults under any material contract or exercise obligation which has or may reasonably be expected to have a material adverse effect on the business or operations of Builder's remedies the Company, including, with respect thereto.limitation, a default by the Company under the Senior Debt; provided, however, the Lender acknowledges that as of the date hereof, the Company is in default under the Senior Debt for failure to timely file the reports listed on Exhibit D. For purposes of this Agreement, the term "

Events of Default and Remedies. Should a “Default” under the Note Purchase Agreement or a default or event of default under the Security Agreement (either an “Event of Default” for purposes of this Note) occur and be continuing, Purchaser may, at its election, do any one or more of the following: (a) Each of exercise one or more remedies provided for in the following shall be deemed an Event of Default: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Note Purchase Agreement or Security Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should declare the entire unpaid balance of principal of and accrued, unpaid interest upon this Note to be immediately due and payable; (c) reduce any claim to judgment; (d) foreclose any or all liens and security interests securing payment thereof or any part thereof; and/or (e) enforce any of Purchaser’s other rights and remedies provided under or pursuant to any applicable laws or agreement. All rights and remedies of Purchaser shall be cumulative and concurrent and may be pursued singularly, successively, or together, and may be exercised as often as the occasion therefor shall arise and whether or not Purchaser has initiated any foreclosure proceeding, judicial or otherwise. Failure by Purchaser to exercise any right or remedy upon the occurrence of an Event of Default occur, Builder shall have, in addition to not constitute a waiver of the right to charge interest and case work in accordance with exercise such right or remedy upon the terms occurrence of Section 4 hereof, the right to terminate this Agreement and dispose any subsequent Event of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) Default. In the event that Purchaser, after the occurrence of an Event of Default occurs and continues for a period of fifteen (15) dayshereunder, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete consults an attorney regarding the Vessel and sell the same, or sell the Vessel "as is," free enforcement of any right of its rights under this Note or claim if this Note is placed in the hands of Buyeran attorney for collection or if suit be brought to enforce this Note, Company promises to pay all costs thereof, including reasonable attorneys’ fees. Such sale of the Vessel by Builder costs and attorneys’ fees shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselinclude, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (includingwithout limitation, but not limited to, the cost of preparing, completing and marketing the Vessel costs and reasonable attorneys' fees) or otherwise ’ fees incurred by tape Builder as a result of Buyer's defaultPurchaser in any appellate proceedings or in any proceedings under any present or future federal Bankruptcy act, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requeststate receivership law or probate. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each 10.1 Notwithstanding anything hereinabove to the contrary, the Lender may terminate this Financing Agreement immediately upon the occurrence of any of the following shall be deemed an Event Events of Default: (ia) Buyer's failure of the Borrower to make pay any payment required hereunder of the Obligations within three (3) days of the due date thereof, provided that nothing contained herein shall prohibit the Lender from charging such amounts to the Revolving Loan Account on the due date such payment is duethereof; (iib) Buyer's failure any representation or warranty made or deemed to accept be made by the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliveryBorrower or any Guarantor under this Financing Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made or deemed to be made; (iiic) Buyer's material the Borrower or any Guarantor shall fail to perform or observe any term, covenant or agreement contained in this Financing Agreement or any other Loan Document on its part to be performed or observed and such failure shall remain unremedied for ten (10) days after written notice thereof shall have been given to the Borrower by the Lender; (d) a breach by the Borrower or any Guarantor of any representation, warranty, covenant or obligation under any Material Agreement (other than the non payment of his other obligations interest under this Agreement; orthe Indentures), any mortgage of any real property or any collective bargaining agreement which breach could result in a Material Adverse Effect and which remains unremedied within the applicable period provided for in such agreement; (ive) Buyer shall become insolvent a default or generally not event of default under the Bond Indenture which remains unremedied within the applicable period provided for in the Bond Indenture; (f) the failure of the Borrower or any Guarantor to pay his debts as such become any and all Royalties, Taxes and Priority Payables when due, unless failure to pay such amounts is disclosed to the Lender, being diligently contested in good faith by appropriate proceedings sufficient to prevent any enforcement with respect to same and adequate reserves have been established in accordance with GAAP; (g) if the Borrower or shall any Guarantor breaches or is in violation of any Authorization, Law or industry standard, in connection with the operation of its business which breach or violation would have a Material Adverse Effect and which remains unremedied for ten (10) days; (h) the Borrower or any Guarantor shall: (i) admit in writing his insolvency or his its inability to pay his its debts generally, or shall make a general assignment for the benefit of creditors; (ii) file a notice of intention to file a proposal under any Law relating to bankruptcy, insolvency or reorganization or relief of creditors; (iii) institute or have instituted against it any proceeding shall be instituted by or against him seeking (x) to adjudicate hire as it a bankrupt or insolvent, (y) any liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Assets, and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of ten (10) days or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Assets) shall occur; or (iv) take any action to authorize any of the foregoing events; (i) any legally binding judgment or order for the payment of money in excess of $5,000,000 shall be rendered against the Borrower or any Guarantor and, if such judgment remains unpaid, either: (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or (ii) there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (j) any failure to deal with any money in accordance with the cash management and Blocked Accounts arrangements contemplated in this Financing Agreement other than if the Borrower and the Guarantors provide their customers with appropriate notice and instructions in order to comply with such cash management and Blocked Accounts arrangements and notwithstanding such notice and instructions, a customer inadvertently uses the old, incorrect wire transfer instructions and other than in respect of inadvertent clerical errors or inadvertent errors made by The Toronto-Dominion Bank (or any other applicable cash management bank), which are forthwith rectified; (k) the loss, damage, destruction or confiscation of any material part of the Borrower's Collateral or any of the Guarantor's Collateral, unless upon such event, at the option of the Lender, the Borrower or the applicable Guarantor pays to the Lender such amount as the Lender in its absolute and sole discretion determines is satisfactory, including insurance proceeds forthwith upon receipt of such insurance proceeds, if any; or (l) if any execution, sequestration, garnishment, claim, extent or other process of any court, tribunal or other Person becomes enforceable against the Borrower or any Guarantor for an amount in excess of $5,000,000 or if a distress or analogous process for an amount in excess of $5,000,000 becomes enforceable against or is levied upon the Collateral or the Guarantor Collateral and with respect to any such enforcement before judgement under the Laws of the Province of British Columbia, is not stayed or dismissed within fifteen (15) days after the date of such enforcement before judgement. (b) Should 10.2 Upon the occurrence of an Event of Default occurwhich is continuing, Builder shall havethe Lender may declare that the Revolving Line of Credit provided for in this Financing Agreement, in addition and the obligation of the Lender to make Revolving Loans, assist with the opening of Letters of Credit and provide Letter of Credit Guarantees or make other accommodations of credit available to the right Borrower, shall immediately terminate and cease without any further notice or demand to charge interest the Borrower or Guarantors whatsoever and, for greater certainty, it is hereby understood and case work agreed by the Borrower and the Guarantors that the Revolving Line of Credit shall be capped at the amount of the outstanding Obligations owing on the date and at the time of the occurrence of such Event of Default and at the amount of the outstanding Obligations owing at the end of business of each day thereafter, that no Accommodations shall be made or required to be made, notwithstanding any margining availability calculated in accordance with the terms of Section 4 and provisions hereof, that the right definition of "Revolving Line of Credit" hereunder shall automatically be amended at the end of business of each day accordingly to terminate reflect the revised maximum authorized credit limit established hereunder and that the Borrower shall continue to be required to comply with its obligations under Section 3.4 of this Financing Agreement and dispose notwithstanding the termination of the Vessel Revolving Line of Credit, unless such Event of Default is waived in accordance with writing by the terms Lender or cured to the Lender's satisfaction in the exercise of Section 13(c) below and all other remedies permitted by law. (c) the Lender's reasonable judgment. In addition, upon the event that occurrence of an Event of Default occurs which is continuing, the Lender may declare that: (a) all Obligations shall become immediately due and continues payable, including the face amount of all outstanding Letters of Credit and any and all interest accrued thereon up to the date thereof and with respect to BA Equivalent Loans, on a pro-rated basis, given the applicable Interest Period; (b) the Lender may charge the Borrower the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest otherwise provided for a period of fifteen (15) daysin this Financing Agreement, Builder may terminate provided that, with respect to this Agreement by Section 10.2 the Lender has given the Borrower written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.Default; and

Events of Default and Remedies. 1. Notwithstanding anything hereinabove to the contrary, CITBC may terminate this Financing Agreement immediately upon the occurrence of any of the following (herein "Events of Default"): (a) Each cessation of the following business of the Company or the calling of a general meeting of the creditors of the Company for purposes of compromising the debts and obligations of the Company; (b) the Company admits in writing its inability to generally pay its debts as they mature; (c) the commencement by the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) the commencement against the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law, provided, however, that such Default shall not be deemed an Event of Default: (i) Buyer's failure to make any payment required hereunder on Default if the date proceeding, petition, case or arrangement is commenced or supported by creditors by creditors holding $2,500,000 or less of indebtedness and is dismissed within 60 days of the filing of, or the commencement of, such payment is duepetition, case, proceeding or arrangement; (iie) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach by the Company of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph f below) or in any other written agreement between the Company or CITBC relating to this Financing Agreement, provided that such Default by the Company of any of his other obligations under the warranties, representations or covenants referred in this Agreement; or (iv) Buyer clause e shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability be deemed to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder unless and until such Default shall have, in addition remain unremedied to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues CITBC's satisfaction for a period of fifteen (15) daysBusiness Days from the date of such Default; (f) breach by the Company of any warranty, Builder representation or covenant of Section 3, Paragraphs 3 (other than the third sentence of paragraph 3) and 4; Section 6, Paragraphs 3 and 4 (other than the first sentence of paragraph 4); Xxxxxxx 0, Xxxxxxxxxx 0,0,0, and 9 through 11 (other than 10E as it relates to corporate good standing status); (g) failure of the Company to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit CITBC from charging such amounts to the Company's account on the due date thereof; (h) Company shall i) engage in any "prohibited transaction" as defined in ERISA, ii) have any "accumulated funding deficiency" as defined in ERISA, iii) have any Reportable Event as defined in ERISA, iv) terminate any Plan, as defined in ERISA or v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any Plan, as defined in ERISA, and with respect to this sub-paragraph h such event or condition x) remains uncured for a period of 60 days from date of occurrence and y) could reasonably be expected to subject the Company to any tax, penalty or other liability materially adverse to the business, operations or financial condition of the Company; (i) without the prior written consent of CITBC, the Company shall x) amend or modify the Senior Unsecured Debt, any Subordinated Debt, or y) make any payment on account of any Subordinated Debt except as permitted in the applicable Subordination Agreement or on account of the Senior Unsecured Debt except for regularly scheduled payments (but no prepayments or redemptions, including optional redemptions or those arising due to a Change of Control under and as defined in the Senior Unsecured Debt) as contemplated under the Indenture evidencing the Senior Unsecured Debt as in effect as of the date hereof; or (j) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt, (y) the Senior Unsecured Debt, or (z) any other Indebtedness of the Company having a principal amount in excess of $1,000,000 if the effect of such default or event of default is to permit the holder or holders of such Subordinated Debt, Senior Unsecured Debt or other Indebtedness, as the case may be, to cause the same to become or be declared due and payable prior to its stated maturity or (except in the case of the Senior Unsecured Debt relating to the March 2000 SEC filing) charge an increased rate of interest. 2. Upon the occurrence of a Default and/or an Event of Default, at the option of CITBC, all loans and advances provided for in Sections 3 and 5 of this Financing Agreement shall be thereafter in CITBC's sole discretion and the obligation of CITBC to make revolving loans and/or open Letters of Credit shall cease unless such Default is cured to CITBC's reasonable satisfaction within the applicable grace period or Event of Default is waived by CITBC and at the option of CITBC upon the occurrence of an Event of Default: i) all Obligations shall upon notice (provided, however, that no such notice is required if the Event of Default is the Event of Default listed in paragraph 1(c) or 1(d) of this Section 10) become immediately due and payable; ii) CITBC may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement; provided (a) the CITBC has given notice of the imposition of the Default Rate of Interest, provided, however, that no notice is required if the Event of Default is the Event listed in paragraph 1(c) or 1(d) of this Section 10 and b) the Company has failed to cure the Event of Default within ten (10) Business Days after x) CITBC deposited such notice in the United States mail or y) the occurrence of the Event of Default listed in paragraph 1(c) or 1(d) of this Section 10; and iii) CITBC may immediately terminate this Financing Agreement upon notice to the Company, provided, however, that no notice of termination is required if the Event of Default is the Event listed in paragraph 1(c) or 1(d) of this Section 10. Notwithstanding anything herein contained to the contrary, if CITBC waives all Events of Default, then by written notice to Buyer the Company, the acceleration of the Obligations will be rescinded and mayall remedies and actions then being exercised by CITBC shall cease. The exercise of any option is not exclusive of any other option which may be exercised at any time by CITBC. 3. Immediately upon the occurrence of any Event of Default, CITBC may to the extent permitted by law: (a) remove from any premises where same may be located any and all documents, instruments, files and records relating to the Accounts, or CITBC may use, at its the Company's expense, such of the Company's personnel, supplies or space at the Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Company or CITBC, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Company or CITBC; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CITBC's sole option and discretion, either complete and, to the Vessel extent permitted by applicable law, CITBC may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests created herein by any available judicial procedure, or to take possession of any or all of the Inventory and sell Equipment without judicial process, and to enter any premises where any Inventory and Equipment may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise, to the extent permitted by applicable law. CITBC shall have the right, without notice or advertisement, to sell, lease, or sell the Vessel "as is," free otherwise dispose of all or any right or claim of Buyer. Such sale part of the Vessel by Builder shall be Collateral whether in its then condition or after further preparation or processing, in the name of the Company or CITBC, or in the name of such other party as CITBC may designate, either by at public auction or private contract sale or at Builderany broker's sole discretion at such price board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and on upon such other terms and conditions as Builder CITBC in its sole discretion may deem advisable, and CITBC shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CITBC shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CITBC shall deem fitappropriate. In The Company agrees, at the event request of such sale CITBC, to assemble the Inventory and Equipment and to make it available to CITBC at premises of the Vessel, Company or such other location reasonably designated by CITBC and to make available to CITBC the amount premises and facilities of the sale Company for the purpose of CITBC's taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) Business Days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds received by Builder shall be applied firstly to resulting from CITBC's exercise of any of the foregoing rights, (after deducting all expenses attending such sale (includingcharges, but not limited tocosts and expenses, the cost of preparing, completing and marketing the Vessel and including reasonable attorneys' fees) or otherwise incurred shall be applied by tape Builder as a result of Buyer's default, secondly CITBC to the payment of all costs the Company's Obligations, whether due or to become due, in such order as CITBC may elect, and expenses of construction the Company shall remain liable to CITBC for any deficiencies, and CITBC in turn agrees to remit to the Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer foregoing rights is not intended to be exhaustive and the compensation to Builder for exercise of any reasonable losses due to rescission right shall not preclude the exercise of this Contractany other rights, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer which shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect theretocumulative.

Events of Default and Remedies. (a) Each Upon the occurrence and during the continuance of the following shall be deemed an Event of DefaultDefault and after the acceleration of the Notes (so long as such Event of Default has not been waived), subject to the provisions of Section 7 hereof, the Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) require the Company to, and the Company hereby agrees that the Company shall, at the Company’s expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent which is reasonably convenient to both parties; and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the office of the Collateral Agent or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days prior notice to the Company of the time and place of any public or private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it has been so adjourned. (b) Subject to the provisions of Section 7 hereof and after satisfying its responsibilities to turn over funds to the Senior Lender pursuant to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default and after the acceleration of the Notes (so long as such Event of Default has not been waived), any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon, all or any part of the Collateral shall be applied as follows: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition First: to the right to charge interest Collateral Agent, its agents and case work in accordance with the terms of attorneys for amounts due under Section 4 9 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Collateral Agent and the costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.collection;

Events of Default and Remedies. 10.1 Notwithstanding anything herein above to the contrary, the Agent, with the concurrence of the Required Lenders, may terminate this Financing Agreement immediately upon the occurrence of any of the following (herein "Events of Default"): (a) Each cessation of the following business of the Material Obligors or any one of them, except pursuant to a Permitted Merger hereunder, or the calling of a meeting of the creditors of any of the Material Obligors for purposes of compromising the debts and obligations of such Material Obligors; (b) the failure of any of the Material Obligors to generally meet debts as they mature; (i) the commencement by any of the Material Obligors of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (ii) the commencement against any of the Material Obligors, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of any of the Material Obligors, as applicable, provided that such involuntary proceeding shall not have been controverted within ten (10) days or shall not have been dismissed and vacated within sixty (60) days of commencement, or any of the actions sought 61 in any such proceeding shall occur or such Material Obligors shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by any of the Obligors in any material respect of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below), in the other Loan Documents or in any other written agreement between such Obligors or the Agent, provided that such breach by such Obligors of any of the warranties, representations or covenants referred in this clause (d) shall not be deemed to be an Event of Default unless and until such breach shall remain unremedied to the Agent's or the Required Lenders' satisfaction for a period of twenty (20) Business Days from the date of such breach; PROVIDED, HOWEVER, any breach by any Obligor of the covenants contained in Paragraph 7.8 of Section 7 hereof shall not be deemed to be an Event of Default unless and until such breach remains unremedied to the Agent's or Required Lenders' satisfaction for a period of ten (10) Business Days from the date of written notice of such breach from Agent to Parent; (e) breach by any of the Obligors of any warranty, representation or covenant of Paragraphs 3.3 (other than the third sentence of Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, 7.9 through 7.11, 7.13 and 7.14 of Section 7 hereof; (f) failure of any of the Obligors to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit the Agent from charging such amounts to any of the Companies' Revolving Loan Accounts on the due date thereof; (g) a Change of Control (as defined in the May 29, 2001 Senior Subordinated Notes Indenture); (h) any of the Obligors shall (i) engage in any "prohibited transaction" as defined in ERISA, (ii) have any "accumulated funding deficiency" as defined in ERISA, (iii) have any "reportable event" as defined in ERISA, for which the requirement to provide notice to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived by the PBGC, (iv) terminate any "plan", as defined in ERISA, that is subject to title IV of ERISA, or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any "plan", as defined in ERISA, and with respect to this sub-paragraph (h) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) subjects the Obligors to any tax, penalty or other liability which could reasonably be expected to have a Material Adverse Effect; (i) without the prior written consent of the Agent, any of the Obligors shall (x) amend or modify the Subordinated Debt in any respect which materially and adversely 62 affects the rights of the Lenders or of any other holders of Senior Debt (as defined therein), (y) except for Excluded Payments, make any payment on account of the Subordinated Debt except as permitted under the Senior Subordinated Notes Indentures or in a Subordination Agreement, or (z) except for Excluded Payments, prepay, in whole or in part, any of the Senior Subordinated Debt; (j) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Obligors, or any one of them, having a principal amount in excess of $250,000; PROVIDED, HOWEVER, any such default or event of default shall not be deemed an Event of Default: Default hereunder unless and until (i) Buyer's failure to make any payment required hereunder on the date holders of such payment is due; debt accelerate the maturity thereof, or (ii) Buyer's failure the Parent fails to accept the Vessel within fourteen (14) days deliver to Agent a written waiver of such default or event of default from the date on which holders of such debt within twenty (20) Business Days after the Vessel is tendered for delivery; (iii) Buyer's material breach occurrence of any such default or event of his other obligations under this Agreementdefault; or (ivk) Buyer shall become insolvent or generally not pay his debts all of the Capital Stock of Obligors (other than Parent) ceases to be beneficially owned by another Obligor, except as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditorsotherwise permitted hereunder; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent.or (bl) Should an Event if any Guarantor terminates its obligations under the Guaranty or otherwise fails to perform any of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofits Guaranty, the right all prior to terminate termination of this Financing Agreement and dispose payment in full of the Vessel all Obligations except in accordance connection with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyera transaction permitted; (m) any judgment or judgments aggregating in excess of $5,000,000 or any injunction or attachment is obtained or enforced against any Material Obligor and which remains unstayed for more than ten (10) Business Days and which could reasonably be expected to have a Material Adverse Effect. 10.2 Upon the occurrence and during the continuance of a Default and/or an Event of Default, upon the written direction of the Required Lenders the Agent shall declare that, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing Agreement shall be thereafter in the Agent's default, secondly or the Required Lenders' sole discretion and the obligation of the Agent and the Lenders to make Revolving Loans and open Letters of Credit shall cease unless such Default or Event of Default is waived in writing by the Required Lenders or cured to the payment of all costs and expenses of construction Agent's or the Required Lenders' satisfaction in the exercise of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer Agent's and the compensation to Builder Lenders' reasonable business judgement, and the Agent, upon the written direction of the Required Lenders after the occurrence and during the continuance of an Event of Default: (a) all Obligations shall become immediately due and payable; (b) the Agent may charge the Companies the lesser of (i) the Default Rate of Interest or (ii) the Maximum Legal Rate on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for any reasonable losses due to rescission in Section 8 of this ContractFinancing Agreement, plus accrued interest on all such amounts at eighteen percent provided that, with respect to this clause "(18%b)" (i) per annumthe Agent has given the Companies written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10, and finally (ii) the Companies have failed to cure the repayment Event of Buyer without interest, if any balance remains. If Default within ten (10) days after (x) the proceeds of sale are insufficient Agent gave such notice pursuant to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. paragraph 12.6 below or (dy) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any the Event of Default or listed in Paragraph 10.1 (c) of this Section 10; and (c) 63 the Agent shall, upon the written direction of the Required Lenders, immediately terminate this Financing Agreement upon notice to the Companies, provided, however, that no notice of termination is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10. The exercise of Builder's remedies with respect theretoany option is not exclusive of any other option which may be exercised at any time by the Agent and/or the Lenders.

Events of Default and Remedies. (a) Each of the The following shall be deemed constitute an "Event of Default” by the Debtors hereunder: (i1) Buyer's failure An Event of Default (as defined therein) shall occur under any of the Debentures after giving effect to make any payment required hereunder on the date such payment is dueapplicable notice provision and cure period provided for therein; (ii2) Buyer's failure Failure by the Debtors to accept comply with or perform any obligation secured by the Vessel within fourteen (14) days from the date on which the Vessel is tendered for deliveryPermitted Encumbrances after giving effect to any applicable notice provision and cure period provided therein; (iii3) Buyer's material breach Failure by the Debtors to comply with or perform any provision of any of his other obligations under this Agreement, and such failure is not remedied within thirty (30) days after the Debtors’ receipt of written notice of same; (4) Any representation of the Debtors set forth herein shall have been false or misleading in any material respect when made; or (iv5) Buyer shall become insolvent Subjection of any of the Collateral with an aggregate value in excess of $50,000 to levy of execution or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent.other judicial process, (b) Should an Event Upon any default by the Debtors hereunder, the Agent, on behalf of Default occurthe Lenders, Builder shall have, in addition subject to the right to charge interest and case work in accordance with the terms of Section 4 hereofthe Subordination Agreement, shall have all the rights, remedies and privileges with respect to repossession, retention and sale of any or all of the Collateral of the Debtors and disposition of the proceeds as are accorded by the applicable sections of the Uniform Commercial Code. c) Upon any default by the Debtors hereunder and upon demand of the Agent, the right Debtors shall assemble the Collateral and make it available to terminate the Agent at the place and at the time designated in the demand. d) If the Debtors shall default in the performance of any of the provisions of this Agreement and dispose of on the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice Debtors part to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselperformed, the amount of Agent may perform same for the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, Debtors’ account. Any monies expended in so doing and the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise fees and the legal and other expenses for pursuing, searching for, receiving, taking, keeping, storing, advertising for the sale of and selling the Collateral incurred by tape Builder as a result of Buyer's defaultthe Agent, secondly shall be chargeable with interest to the payment of all costs Debtors and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally added to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency Obligations owed to the Builder upon requestLenders that are secured hereby, ratably according to their respective Loan Percentage. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each of the The following shall be deemed constitute an "Event of Default" by the Debtor hereunder: (i1) Buyer's failure An Event of Default (as defined therein) shall occur under the Note, after giving effect to make any payment required hereunder on the date such payment is dueall notice provisions and cure periods provided for therein; (ii2) Buyer's Failure by the Debtor to comply with or perform any provision of this Agreement, PROVIDED, however, that with respect to a failure by the Debtor to accept comply with any of the Vessel provisions of Section 2(c), (e), (i) and (j) of this Agreement, such failure is not remedied within fourteen thirty (1430) days from after the date on which the Vessel is tendered for deliveryDebtor's receipt of written notice of same; (iii3) Buyer's Any representation of Debtor set forth herein shall have been false or misleading in any material breach of any of his other obligations under this Agreementrespect; or (iv4) Buyer shall become insolvent Subjection of any of the Collateral to levy of execution or generally other judicial process, which is not pay his debts released, discharged, dismissed, stayed or fully bonded for a period of thirty (30) days or more after its entry, issue or stay, as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventcase may be. (b) Should an Event of Default occur, Builder shall have, in addition to Upon any default by the right to charge interest and case work in accordance with the terms of Section 4 hereofDebtor hereunder, the right Lenders shall have all the rights, remedies and privileges with respect to terminate this Agreement repossession, retention and dispose sale of any or all of the Vessel Collateral of the Debtor and disposition of the proceeds as are accorded by the applicable sections of the Uniform Commercial Code, as from time to time in accordance with effect in the terms State of Section 13(c) below and all other remedies permitted by lawNew York (the "Uniform Commercial Code"). (c) In Upon any default by the event that an Event of Default occurs Debtor hereunder and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale upon demand of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the VesselLenders, the amount of Debtor shall assemble the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing Collateral and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly make it available to the payment of all costs Lenders at the place and expenses of construction of at the Vessel incurred by Builder less time designated in the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestdemand. (d) In addition If the Debtor shall default in the performance of any of the provisions of this Agreement on the Debtor's part to be performed, the Lenders may perform same for the Debtor's accounts and any monies expended in so doing shall be chargeable with interest to the foregoing, Buyer shall be liable for all legal fees Debtor and other costs and expenses incurred by Builder by reason of added to the occurrence of any Event of Default or exercise of Builder's remedies with respect theretoindebtedness to the Lenders secured hereby.

Events of Default and Remedies. (a) Each 7.01 The following acts and/or omissions shall constitute a default and material breach of this Agreement by the following Contractor and shall be deemed an Event of DefaultDefault if not cured within five (5) business days after written notice of default has been sent by the Authority to the Contractor, provided however, that if the default is such that more than five (5) days are required for a cure, then Contractor shall not be in default if it commences to cure the default within the five (5) day period and thereafter diligently prosecutes the same to completion: (a) Failure to comply with any of the material terms and conditions of this Agreement following written notice from the Authority and failure to cure; and/or (b) Failure to begin the Services in accordance with the terms of this Agreement; and/or (c) If the Contractor, in the judgment of the Authority, is unnecessarily or unreasonably or willfully delaying the performance and completion of the Services; and/or (d) The Contractor abandons the Services to be undertaken; and/or (e) The Authority reasonably believes that the Services cannot be completed within the time required, where in the Authority’s judgment, the delay is attributable to conditions within the Contractor’s control; and/or (f) The Contractor, without just cause, reduces its personnel to a number which in the judgment of the Authority, is insufficient to complete the Services within a reasonable time and fails to sufficiently increase such personnel when directed to do so by the Authority; and/or (g) The Contractor assigns, transfers, conveys or otherwise disposes of this Agreement, in whole, or in part, without prior approval of the Authority; and/or (h) Any Authority officer or employee acquires an interest in this Agreement so as to create a conflict of interest; and/or (i) Buyer's failure to make The Contractor violates any payment required hereunder on the date such payment is due;law, charter provision, ordinance, rule, regulation, governmental order or directive; and/or (iij) Buyer's failure Failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery;provide adequate inventory, vehicles, equipment and/or personnel; and/or (iiik) Buyer's material breach The filing of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent a voluntary or generally not pay his debts as such become dueinvoluntary petition in bankruptcy or for reorganization or an arrangement, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; , or any proceeding shall be instituted by or against him seeking to adjudicate hire the adjudication of the Contractor as being bankrupt or insolvent. (b) Should an Event , or the appointment of Default occura receiver of, Builder shall haveor for the Contractor if such appointment, adjudication, or similar order or ruling remains in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues force or unstayed for a period of fifteen thirty (1530) days, Builder may terminate this Agreement by written notice or admit in writing its inability to Buyer and maypay its debts generally as they become due; and/or (l) The Contractor’s level of performance of the Services, at its sole discretionin the reasonable judgment of the Authority falls below the standard of care set forth in Article II hereof and/or (m) The Contractor ceases to conduct business in the normal course, either complete the Vessel and sell the sameand/or (n) The Contractor fails to comply with any material terms, conditions and/or obligations of Contractor set forth herein. (o) The Contractor fails to pay any labor, tax obligations, fringe benefit funds, insurance premiums, or sell subcontractor invoices for Services which the Vessel "as is," free Contractor has received payment from the Authority. 7.02 In the Event of any right or claim of Buyer. Such sale of Default by the Vessel by Builder Contractor, the Authority shall be either by public auction or private contract entitled to exercise any and all remedies available at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessellaw and/or in equity, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the right to seek and sue for damages, any costs incurred to enforce, or attempt to enforce this Agreement, including reasonable attorneys fees, which enforcement shall not be limited, and may include appeals of any decisions in lower courts, as well as collection efforts thereafter, compensable damages and consequential damages, withhold and retain payment to the Contractor for the purpose of all costs setoff until such time as the exact amount of damages due to the Authority from the Contractor is determined, seek injunctive relief and/or specific performance and expenses such other equitable remedies that are available, as well as effectuate a termination of construction of this Agreement, which may or could give rise to additional damages. It is expressly understood that the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder Contractor will remain liable for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to damages the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence Authority sustains in excess of any Event of Default or exercise of Builder's remedies with respect theretoset-off.

Events of Default and Remedies. (a) Each In addition to the other provisions of this Lease and not in limitation thereof, the occurrence of any of the following shall be deemed constitute an “Event of Default:” hereunder. (i) Buyer's Failure of Tenant to pay Annual Rental, Minimum Rental, Additional Rent, or any other charges due under this Lease and such failure continues for three (3) days after Tenant’s receipt of written notice of such failure from Landlord (provided, if Tenant fails to make pay any payment such charges when due two times within any Lease Year, and Landlord has given Tenant such 3-day notice for Tenant’s two failures, it shall be a default under the Lease for Tenant thereafter in such Lease Year to fail to pay when due, and Landlord shall not be required hereunder on the date to give any notice of such payment is due;failure). (ii) Buyer's Failure of Tenant to observe and perform any other obligation in this Lease and continued failure to accept the Vessel within fourteen for thirty (1430) days from after Landlord gives written notice of such failure, or if the date on which nature of such failure is such that it is capable of being cured but cannot be cured within thirty (30) days, within such additional period of time reasonably required by Tenant to cure the Vessel is tendered for delivery;same, provided that Tenant commences the cure of such default within such thirty (30) day period and diligently pursues such cure to completion. (iii) Buyer's material breach Abandonment or vacation of any of his other obligations under this Agreement; orthe Premises by Tenant. (iv) Buyer shall become insolvent Failure to carry and maintain any policy of insurance required herein. (v) Filing of a petition by Tenant for adjudication as a bankrupt debtor or generally not pay his debts as such become dueinsolvent, or shall admit in writing his insolvency for its reorganization or his inability to pay his debts generally, for the appointment of a receiver or shall make a general trustee of Tenant’s property; an assignment by Tenant for the benefit of creditors; or the taking possession of Tenant’s property by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Tenant. If any involuntary proceeding of any type referred to in this Section is instituted against Tenant and is not dismissed within sixty (60) days thereafter the same shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventconsidered an Event of Default. (b) Should At any time following the occurrence of an Event of Default occuras hereinabove set forth, Builder shall havewithout limiting Landlord in the exercise of any other remedy contained elsewhere in this Lease, at law, in addition equity, or otherwise, and without any demand or notice whatsoever: (i) Landlord may terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the Term, and all rights of Tenant under this Lease and in and to the right Premises shall expire and terminate and Tenant shall remain liable for all obligations under this Lease arising up to charge interest the date of such termination (and case work for those obligations of Tenant which are to survive any such termination by their express terms), and Tenant shall surrender the Premises, including any and all improvements, to Landlord on the date specified in accordance with such notice, and if Tenant fails to so surrender Landlord shall have the terms right, without notice, to enter upon and take possession of Section 4 hereof, the right Premises and to expel or remove Tenant and its effects without being liable for prosecution or any claim for damages therefor. (ii) Landlord may terminate this Agreement Lease and dispose recover from Tenant all damages Landlord may incur by reason of Tenant’s default, including, without limitation, a sum which, at the date of such termination represents the then value of the Vessel in accordance with excess, if any, of the terms of Section 13(c) below whole Annual Rental, Minimum Rental, and all other remedies permitted sums and charges which would have been payable hereunder as Additional Rent by Tenant for the period commencing with the day following the date of such termination and ending with the expiration date of the Term, over the aggregate reasonable rental value of the Premises for the same period, plus the sum of the following: (A) the costs of recovering the Premises and all other expenses incurred by Landlord due to Tenant’s default, including, without limitation, reasonable attorneys’ fees, (B) the unpaid rent earned as of the date of termination plus interest at the rate of eight percent (8%) or the highest rate allowed by law. , whichever is greater, (cC) other sums of money and damages owing on the date of termination by Tenant to Landlord under this Lease or in connection with the Premises, and (D) that amount of money equal to twenty four (24) monthly installments of the Annual Rental, Minimum Rental and all other sums, payable on the date of such termination, all of which shall be deemed immediately due and payable. The payment of the amount calculated in this Section shall not be deemed a penalty but shall merely constitute payment of liquidated damages, it being understood and acknowledged by Landlord and Tenant that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. In determining the event that an Event fair market rental value of Default occurs and continues for a period of fifteen (15) daysthe Premises as provided herein, Builder may terminate this Agreement by written notice to Buyer and maythe parties hereby agree that, at its sole discretionthe time Landlord seeks to enforce this remedy, either complete the Vessel and sell the sameall relevant factors should be considered, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, (1) the length of time remaining in the Term, (2) the then current market conditions in the general area in which the Premises is located, (3) the likelihood of reletting the Premises for a period of time equal to the remainder of the Term, (4) the net effective rental rates then being obtained by landlords for similar type space of similar size in similar type buildings in the general area in which the Premises is located, (5) the vacancy levels in the general area in which the Premises is located, (6) current levels of new construction that will be completed during the remaining Term and how this construction will likely affect vacancy rates and rental rates, and (7) inflation. (iii) Without terminating this Lease, Landlord may declare immediately due and payable the present value (using a discount rate of the lower of eight percent (8%) or the rate of interest then payable on currently-issued United States Treasury Bills or Notes having a maturity date, at the time of the default, closest to the scheduled expiration date of the Term) of the whole Rental and all other sums and charges which would have been payable hereunder as Additional Rent by Tenant for the period commencing with the day following the date of such termination and ending with the expiration date of the Term, together with the cost of preparingrecovering the Premises and all other expenses incurred by Landlord in connection with Tenant’s default, completing plus the unpaid rent earned as of the date of termination, plus interest at the rate of eight percent (8%) or the highest rate allowed by law, whichever is greater, plus all other sums of money and marketing damages owing by Tenant to Landlord under this Lease or in connection with the Vessel Premises; provided, however, that such payments shall not be deemed a penalty or liquidated damages, but shall merely constitute payment in advance of all Rental and Additional Rent payable hereunder throughout the Term. Upon making such payment, Tenant shall be entitled to receive from Landlord all rents received by Landlord from other assignees, tenants, and subtenants on account of said Premises during the stated Term of this Lease provided that the monies to which Tenant shall so become entitled shall in no event exceed the entire amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all costs, expenses and reasonable attorneys' fees’ fees of Landlord incurred in connection with the reletting of the Premises. Such sum shall, at the option of Landlord, be immediately due and payable upon notice to Tenant as if by the terms of this Lease they were payable in advance; and Landlord may immediately proceed to distrain, collect, or bring action for the amount due hereunder or such part thereof as being in arrears, or may file a proof of claim in any bankruptcy or insolvency proceedings whether similar to the foregoing or not, to enforce payment thereof. (iv) Without terminating this Lease, and with or otherwise incurred without notice to Tenant, Landlord may in its own name or as agent for Tenant enter into and upon and take possession of the Premises or any part thereof, and, at Landlord’s option, remove persons and property therefrom and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of Tenant, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agent of Tenant, with or without advertisement, by tape Builder private negotiations and for any term upon such terms and conditions as a result of Buyer's defaultLandlord may deem necessary or desirable, secondly in Landlord’s sole discretion. Landlord shall in no way be responsible or liable for any failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon each such reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of all any indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of construction such reletting, including, without limitation, brokerage fees and reasonable and actual attorneys’ fees and costs of alterations and repair; third, to the Vessel incurred by Builder less the installments, Additional Labor Charges payment of rent and Additional Materials Charges already paid by Buyer other charges then due and unpaid hereunder; and the compensation to Builder for any reasonable losses due to rescission of this Contractresidue, plus accrued interest on all such amounts at eighteen percent (18%) per annumif any, and finally shall be held by Landlord to the repayment extent of Buyer without interestand for application in payment of future rent, if any balance remainsbecomes owing, as the same may become due and payable hereunder. If In reletting the proceeds of sale are insufficient to pay such total costs and any reasonable losses Premises as aforesaid, Buyer Landlord may grant rent concessions and Tenant shall promptly not be credited therefor. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder. Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord’s option, be calculated and paid monthly. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous default. (v) Without terminating this Lease, and with or without notice to Tenant, Landlord may enter into and upon the Builder Premises and without being liable for prosecution or any claim for damages therefor, maintain the Premises and repair or replace any damage thereto or do anything for which Tenant is responsible hereunder. Tenant shall reimburse Landlord immediately upon requestdemand for any expenses which Landlord incurs in thus effecting Tenant’s compliance under this Lease, and Landlord shall not be liable to Tenant for any damages with respect thereto. (vi) Without liability to Tenant or any other party and without constituting a constructive or actual eviction, Landlord may suspend or discontinue furnishing or rendering to Tenant any property, material, labor, utilities or other service, wherever Landlord is obligated to furnish or render the same, so long as Tenant is in default under this Lease. (vii) Landlord may allow the Premises to remain unoccupied and collect rent from Tenant as it comes due. (viii) Landlord may foreclose any security interest in the property of Tenant which Landlord may have under the laws of the State of Georgia or under this Lease, including the immediate taking of possession of all property on or in the Premises. (c) Landlord and Tenant further agree as follows: (i) Tenant agrees to reimburse Landlord for all of Landlord’s expenses, including but not limited to reasonable attorneys’ fees in enforcing or attempting to enforce any of Tenant’s obligations in this Lease and if Landlord shall notify Tenant of Tenant’s default under this Lease more than two (2) times in any Lease Year, Tenant shall be assessed a default fee of One Thousand and 00/100 Dollars ($1,000.00) to cover the administrative costs associated with giving such notices. (ii) Tender of rent or other charges due after legal action has been commenced against Tenant for nonpayment of rent shall not be a defense to such action, and Tenant hereby waives its rights under O.C.G.A. § 44-7-52 to the contrary. (iii) TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD AND TENANT (AND ANY PARTY CLAIMING BY, THROUGH OR UNDER TENANT) HEREBY MUTUALLY WAIVE ANY AND ALL RIGHTS WHICH EITHER MAY HAVE TO REQUEST A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS LEASE OR TENANT’S OCCUPANCY OF OR RIGHT TO OCCUPY THE PREMISES. (iv) Tenant further agrees that in the event Landlord commences any summary proceeding for nonpayment of rent or possession of the Premises, Tenant will not interpose and hereby waives all right to interpose any counterclaim of whatever nature in any such proceeding. Tenant further waives any right to remove said summary proceeding to any other court or to consolidate said summary proceeding with any other action, whether brought prior or subsequent to the summary proceeding. (v) No reference to any specific right or remedy in this Lease shall preclude Landlord from exercising any other right or from having any other remedy or from maintaining any action or proceeding to which it may otherwise be entitled at law or in equity or both. The rights and remedies given to Landlord in this Lease are distinct, separate and cumulative remedies, and none of them, whether or not exercised by Landlord, shall be deemed to be in exclusion of any of the others. Tenant recognizes in the event of a breach or threatened breach by Tenant of any of the agreements, conditions, covenants, or terms hereof, that Landlord may suffer irreparable damages which are not capable of being definitely ascertained, therefore Landlord shall have the right of injunction to enjoin the same and the right to invoke any other remedy allowed by law or in equity (or both) whether or not other remedies are herein provided. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of Upon the occurrence of a default on the part of Landlord in any Event of Default its duties and/or obligations as set forth under this Lease, and such default continuing for a period of thirty (30) days after written notice thereof from Tenant to Landlord (or exercise if the nature of Builder's remedies with respect theretosuch default is such that it is capable of being cured but cannot be cured in thirty (30) days, within such additional period of time reasonably required by Landlord to cure the same, provided that Landlord commences the cure of such default within such 30-day period and diligently pursues such cure to completion), Tenant, as its sole and exclusive remedy, shall have the right to perform the obligations of Landlord and charge Landlord for the reasonable cost of such obligations.

Events of Default and Remedies. (a) Each of the following shall be deemed If an Event of DefaultDefault is continuing, the Security created by or pursuant to this Mortgage immediately shall become enforceable and the Mortgagee, in addition to the remedies afforded to it under the Finance Documents and in accordance with the Finance Documents, shall have the right: (i) Buyer's failure to make exercise all of the rights and remedies in foreclosure and otherwise given to Mortgagee by the provisions of the laws of the Republic of Liberia or of any payment required hereunder on other jurisdiction where the date such payment is dueVessel may be found; (ii) Buyer's failure to accept bring suit at law, in equity or in admiralty, as it may elect, to recover judgment for the Vessel within fourteen (14) days from Indebtedness, and collect the date on which same out of any and all property of the Vessel is tendered for deliveryShipowner, whether covered by this Mortgage or otherwise; (iii) Buyer's material breach to require that all documents and records relating to the Insurance Policies or other insurances in respect of the Mortgaged Property (including details of, and correspondence concerning, any of his other obligations under this Agreement; oroutstanding claim) immediately be delivered to the Mortgagee or its nominee; (iv) Buyer to collect, recover, compromise and/or give a good discharge for any moneys or claims in respect of the Vessel and to permit any brokers through which collection or recovery is effected to charge the usual brokerage for doing so; (v) to settle, refer to arbitration, compromise and/or arrange any claims, accounts, disputes, questions and demands with or by any Person that relate to the Vessel; (vi) without any notice, to take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other Person in possession upon demand of the Mortgagee immediately shall surrender to the Mortgagee possession of the Vessel and the Mortgagee, without being responsible for loss or damage, may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem appropriate, in its sole discretion, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become insolvent due in respect of the Vessel or generally not pay his debts as in respect of any insurance maintained in respect of the Vessel from any Person whomsoever, accounting only for the net profits, if any, arising from such become dueuse of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Clause 6(a)(vii), all costs, expenses, charges, damages, or losses by reason of such use; and if at any time the Mortgagee shall admit avail itself of the right given to it in writing his insolvency this Mortgage to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or his inability to pay his debts generallyother premises of the Shipowner without charge, or shall to dock the Vessel at any other place at the cost and expense of the Shipowner; (vii) without any notice, to take and enter into possession of the Mortgaged Property, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell the Mortgaged Property at any place and at such time as the Mortgagee may specify and in such manner and upon such terms and conditions as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by any other Legal Requirement, at public or private sale, by sealed bids or otherwise. Any sale may be held at such place and at such time as the Mortgagee 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 any notice or publication, the Mortgagee may make a general assignment for any such sale at the benefit of creditors; or any proceeding time and place to which the same shall be instituted by or against him seeking so adjourned, and any sale may be conducted without bringing the Mortgaged Property to adjudicate hire the place designated for such sale and in such manner as bankrupt or insolventthe Mortgagee in its sole discretion may deem to be appropriate, and the Mortgagee may become the purchaser at any sale. (b) Should an Event Any sale of Default occurthe Mortgaged Property pursuant to this Mortgage, Builder whether under the power of sale granted under this Mortgage or any judicial proceedings, shall haveoperate to divest all right, title and interest of any nature whatsoever of the Shipowner in addition the Mortgaged Property and shall bar the Shipowner, 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 right propriety of the sale, or as to charge interest the application of the proceeds thereof. In case of any such sale, the Mortgagee, if it is the purchaser, shall be entitled, for the purpose of making settlement or payment for the Mortgaged Property, to use and case work apply the Indebtedness in accordance order that there may be credited against the amount remaining due and unpaid the sums payable out of the net proceeds of such sale to the Mortgagee after allowing for the costs and expense of sale and other related charges; and thereupon such purchaser shall be credited, on account of such purchase price, with the net proceeds that shall have been so credited upon the Indebtedness. At any such sale, the Mortgagee may bid for and purchase the Mortgaged Property and upon compliance with the terms of Section 4 hereofsale may hold, the right to terminate this Agreement retain and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawMortgaged Property without further accountability therefor. (c) In Whenever any right to enter and take possession of the event that an Event of Default occurs Mortgaged Property accrues to the Mortgagee, it may require the Shipowner to deliver, and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer the Shipowner on demand and may, at its sole discretion, either complete own cost and expense shall deliver to the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the VesselMortgagee, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder Mortgaged Property as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestdemanded. (d) In addition If any legal proceeding shall be taken to enforce any right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the foregoingappointment of a receiver of the Mortgaged Property and of the freights, Buyer shall be liable for hire, earnings, issues, revenues, income and profits due, or to become due, and arising from the operation of the Vessel. (e) The Shipowner authorizes and empowers the Mortgagee or its appointee to appear in the name of the Shipowner, its successors and assigns, in any court of any country or nation of the world where a suit is pending against the Mortgaged Property because of, or on account of, any alleged Security Interest against the Mortgaged Property from which the Mortgaged Property has not been released and to take such proceedings as the Mortgagee may deem necessary in the defence of such suit and the purchase or discharge of such Security Interest, and all legal fees and other costs and expenses expenditures made or incurred by Builder it for the purpose of such defense or purchase or discharge shall form part of the Senior Debt Obligations. (f) The Mortgagee shall apply any proceeds from time to time held by reason it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Vessel or any other Mortgaged Property, in accordance with clause 12.1 of the Intercreditor Agreement. (g) Until the occurrence of any an Event of Default that is continuing, the Shipowner, subject to the terms of the Finance Documents, shall: (i) be permitted to retain actual possession and use of the Vessel; and (ii) have the right, from time to time, in accordance with Finance Documents, to dispose of, free from the Security created by or exercise pursuant to this Mortgage, any boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings or equipment or any other appurtenances of Builder's remedies with respect theretothe Vessel that are no longer useful, necessary, profitable or advantageous in the operation of the Vessel, first or simultaneously replacing the same by new boilers, engines, machinery, masts, spars sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings or equipment, or other appurtenances of substantially equal value to the Shipowner, which immediately shall become subject to the Security Interests created pursuant to this Mortgage as a preferred mortgage thereon.

Events of Default and Remedies. In the event of the happening of any one of the following events (hereinafter referred to as a “Default”): (a) Each the Tenant shall have failed to pay an installment of Base Rental or of Additional Rent or any other amount payable hereunder when due after five (5) days’ written notice from the Landlord; (b) there shall be a default of or with respect to any condition, covenant, agreement or other obligation on the part of the following Tenant to be kept, observed or performed hereunder (other than the obligation to pay Base Rental, Additional Rent or any other amount of money) and such Default shall be deemed an Event continuing for a period of Defaultmore than twenty (20) days after written notice by the Landlord to the Tenant specifying the Default and requiring that it discontinue; (c) if any policy of insurance upon the Building or any part thereof from time to time affected by the Landlord shall be cancelled or about to be cancelled by the insurer by reason of the use or occupation of the Leased Premises by the Tenant or any assignee, sub-tenant or licensee of the Tenant or anyone permitted by the Tenant to be upon the Leased Premises and the Tenant, after receipt of notice in writing from the Landlord, shall have failed to take such immediate steps in respect of such use or occupation as shall enable the Landlord to reinstate or avoid cancellation (as the case may be) of such policy of insurance; (d) the Leased Premises shall, without the prior written consent of the Landlord, be used by any other persons than the Tenant or its permitted assigns or sub-tenants or for any purpose other than that for which they were leased or occupied or by any persons whose occupancy is prohibited by this Lease; (e) the Leased Premises shall be vacated or abandoned, or remain unoccupied, without the prior written consent of the Landlord for fourteen (14) consecutive days or more while capable of being occupied; (f) the balance of the Term of this Lease or any of the goods and chattels of the Tenant located in the Leased Premises, shall at any time be seized in execution or attachment; or (g) the Tenant shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors or, if a corporation, shall take any steps or suffer any order to be made for its winding-up or other termination of its corporate existence; or a trustee, receiver or receiver-manager or agent or other like person shall be appointed of any of the assets of the Tenant; then the Landlord shall have the following rights and remedies all of which are cumulative and not alternative and not to the exclusion of any other or additional rights and remedies in law or equity available to the Landlord by statute or otherwise: (i) Buyer's failure to remedy or attempt to remedy any Default of the Tenant, and in so doing to make any payment required hereunder payments due or alleged to be due by the Tenant to third parties and to enter upon the Leased Premises to do any work or other things therein, and in such event all reasonable expenses of the Landlord in remedying or attempting to remedy such Default shall be payable by the Tenant to the Landlord on the date such payment is duedemand; (ii) Buyer's failure with respect to accept unpaid overdue Rent, to the Vessel within fourteen payment by the Tenant of the Rent and of interest (14which said interest shall be deemed included herein in the term “Rent”) days thereon at a rate equal to three percent (3%) above the prime commercial loan rate charged to borrowers having the highest credit rating from time to time by the Landlord’s principal bank from the date on upon which the Vessel same was due until actual payment thereof and the maximum amount allowed under the laws of the jurisdiction in which the Building is tendered for deliverylocated; (iii) Buyer's material breach to terminate this Lease forthwith by leaving upon the Leased Premises or by affixing to an entrance door to the Leased Premises notice terminating the Lease and to immediately thereafter cease to furnish any services hereunder and enter into and upon the Leased Premises or any part thereof in the name of any the whole and the same to have again, repossess and enjoy as of his other obligations under its former estate, anything in this AgreementLease contained to the contrary notwithstanding; orand (iv) Buyer shall become insolvent or generally not pay his debts to enter the Leased Premises as agent of the Tenant and as such become due, agent to re-let them and to receive the rent therefor and as the agent of the Tenant to take possession of any furniture or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. other property thereon and upon giving ten (b10) Should an Event of Default occur, Builder shall have, in addition days’ written notice to the right Tenant to charge interest store the same at the expense and case work in accordance with risk of the terms of Section 4 hereof, the right Tenant or to terminate this Agreement and sell or otherwise dispose of the Vessel in accordance with same at public or private sale without further notice and to apply the terms of Section 13(c) below proceeds thereof and all other remedies permitted by law. (c) In any rent derived from re-letting the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete Leased Premises upon the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale account of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price Rent due and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer become due under this Lease and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer Tenant shall be liable to the Landlord for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect theretodeficiency if any.

Events of Default and Remedies. If any of the following events (each, an “Event of Default”) occurs: (a) Each the outstanding principal amount of the following shall be deemed an Event Note is not paid by the Maturity Date, and such default continues unremedied for a period of Default: 10 calendar days; (b) any failure by the Company to perform any of its obligations under this Note or the Security Agreement, and such default continues unremedied for a period of 30 calendar days; or (c) the occurrence of any of the following: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach making of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; (ii) the filing of any petition or the commencement of any proceeding shall be instituted by or against him seeking the Company or any guarantor for any relief under any bankruptcy or insolvency laws, or any laws relating to adjudicate hire as bankrupt the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or insolvent. extensions; (biii) Should any action initiating the dissolution, liquidation, winding-up or termination of the Company; or (iv) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for the Company or any guarantor or for any of its property, then: (I) in an Event of Default occurdescribed in Sections (a) and (b) above, Builder shall haveand at any time thereafter during the continuance of such event, in addition the Lender may by notice to the right Company declare the principal amount then outstanding under this Note to charge interest be forthwith due and case work payable in accordance whole or in part, whereupon the principal amount so declared to be due and payable shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the contrary notwithstanding; and (II) in any event with the terms of Section 4 hereof, the right respect to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen described in Section (15c) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselabove, the principal amount of the sale proceeds received Note then outstanding and all other liabilities of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Builder the Company, anything contained herein to the contrary notwithstanding. If any action or proceeding is brought by the Lender to collect or enforce payment of this Note, then the Company shall be applied firstly pay to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and Lender any reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal ’ fees and other reasonable costs and expenses incurred by Builder by reason of the occurrence of any Event of Default in connection with such collection or exercise of Builder's remedies with respect theretoenforcement.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, SPCA, as agent for the Purchasers, may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1415) days from prior written notice to the date Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as SPCA, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Vessel is tendered Purchasers, in its sole discretion, may elect, and at any such sale, SPCA, as agent for delivery; (iii) Buyer's material breach the Purchasers, may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventPurchasers may liquidate the Collateral. (b) Should an Event if any one or more of the Events of Default occurshall occur or shall exist, Builder SPCA, as agent for the Purchasers, may then, or at any time thereafter, so long as such default shall havecontinue, in addition grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the right to charge interest and case work in accordance with consent of the terms of Section 4 hereofBorrower, without affecting the right to terminate Borrower's liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues be continuing, then in any such event, SPCA, as agent for a period of fifteen (15) daysthe Purchasers, Builder may terminate this Agreement by written notice to Buyer shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrower expressly waives. (d) In addition SPCA, as agent for the Purchasers, shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 6, any Proceeds received by SPCA, as agent for the Purchasers, from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder SPCA, as agent for the Purchasers, in connection with such sale or collection, including without limitation reasonable attorneys' fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as SPCA, as agent for the Purchasers, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Borrower shall promptly upon written demand by SPCA, as agent for the Purchasers, assemble the Equipment, Inventory and Fixtures and make them available to the Purchasers at a place or exercise places to be designated by the Purchasers. The rights of Builder's remedies with respect theretoSPCA, as agent for the Purchasers, under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and SPCA, as agent for the Purchasers, may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. If any of the following events (each an “Event of Default”) shall occur and be continuing: (a) Each The Company or any other Borrower shall fail to pay any principal of any Loan when the following same becomes due and payable; or the Company or any other Borrower shall be deemed an Event fail to pay any interest on any Loan or make any other payment of Default:fees or other amounts payable under this Agreement or any Note within five (5) Business Days after the same becomes due and payable; or (b) Any representation or warranty made by any Borrower herein or by any Borrower (or any of its officers) in connection with this Agreement or by any Subsidiary Borrower in the Borrowing Subsidiary Agreement pursuant to which such Subsidiary Borrower became a Borrower hereunder shall prove to have been incorrect in any material respect when made; or (i) Buyer's failure The Company shall fail to make perform or observe any payment required hereunder on the date such payment is due; term, covenant or agreement contained in Sections 5.04, 5.08 or 5.10 or Article VI, or (ii) Buyer's the Company shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure pursuant to accept this clause (ii) shall remain unremedied for 30 days after written notice thereof shall have been given to the Vessel within fourteen (14) days from Company by the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of Administrative Agent or any of his other obligations under this AgreementLender; or (ivd) Buyer The Company or any of its Material Subsidiaries shall become insolvent fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $100,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Company or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than (i) by a regularly scheduled required prepayment or redemption or (ii) a prepayment or redemption required solely as a result of the proceeds of such Debt not having been applied to consummate a transaction or toward any other purpose for which such Debt was incurred), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) The Company or any of its Material Subsidiaries shall generally not pay his its debts as such debts become due, or shall admit in writing his insolvency or his its inability to pay his its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him the Company or any of its Material Subsidiaries seeking to adjudicate hire as it a bankrupt or insolvent. (b) Should , or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an Event order for relief or the appointment of Default occura receiver, Builder shall havetrustee, custodian or other similar official for it or for any substantial part of its property and, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofany such proceeding instituted against it (but not instituted by it), the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues either such proceeding shall remain undismissed or unstayed for a period of fifteen (15) 60 days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at actions sought in such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale proceeding (including, but not limited towithout limitation, the cost entry of preparingan order for relief against, completing or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Company or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this clause (e); or (f) one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against the Company, any Material Subsidiary or any combination thereof and marketing the Vessel same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Material Subsidiary to enforce any such judgment; or (g) (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Company representing 30% or more of the combined voting power of all Voting Stock of the Company; or (ii) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Company shall cease for any reason (other than due to death or disability) to constitute a majority of the board of directors of the Company (except to the extent that individuals who at the beginning of such 24-month period were replaced by individuals (x) elected by a majority of the remaining members of the board of directors of the Company, (y) nominated for election by a majority of the remaining members of the board of directors of the Company and reasonable attorneys' feesthereafter elected as directors by the shareholders of the Company or (z) whose election or otherwise incurred nomination was approved by tape Builder a majority of the remaining members of the board of directors of the Company); or (h) The Company or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $100,000,000 in the aggregate as a result of Buyer's default, secondly to the payment of all costs and expenses of construction one or more of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.following: (di) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event ERISA Event; (ii) the partial or complete withdrawal of Default the Company or exercise any of Builder's remedies its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or (iv) so long as any Subsidiary of the Company is a Subsidiary Borrower, any provision of Article X shall for any reason cease to be valid and binding on or enforceable against the Company, or the Company shall so state in writing; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Loans, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect theretoto the Company or any other Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Loans shall automatically be terminated and (B) the Loans, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Events of Default and Remedies. An Event of Default generally is: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, any of the Notes; (ii) default in payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of the principal of or premium, if any, on any of the Notes; (iii) failure by the Company or a Guarantor, if applicable, to comply with certain of its agreements in the Indenture and the Notes; (iv) failure by the Company or a Guarantor, if applicable, for 30 days after notice to comply with any of its covenants or agreements in the Indenture or the Notes other than those referred to in clauses (i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) Each is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the following shall be deemed an Event of grace period provided in such Indebtedness (a "Payment Default: (i") Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event results in the acceleration of Default occur, Builder shall havesuch Indebtedness prior to its express maturity and, in addition each case described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $2.0 million or more; (vi) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $2.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry; (vii) certain events with respect to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose unenforceability of the Vessel Guarantees of the Guarantors; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries. Subject to certain limitations in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that Indenture, if an Event of Default occurs and continues for a period is continuing, the Trustee or the Holders of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale least 25% in principal amount at maturity of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale then outstanding Notes may declare all of the Vesselprincipal of (or, if prior to July 31, 2001, the Accreted Value of) the Notes, accrued and unpaid interest or Liquidated Damages, if any, thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company and any Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, Notes may direct the cost Trustee in its exercise of preparing, completing and marketing the Vessel and reasonable attorneys' fees) any trust or otherwise incurred by tape Builder as a result of Buyer's default, secondly power. The Company must furnish an annual compliance certificate to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestTrustee. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. 6.1 The entire unpaid principal amount of this Note, together with all accrued interest hereon, at the option of the holder hereof exercised by written notice to the Maker, shall forthwith become and be due and payable if any one or more of the following events (herein called “Events of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice, that is to say: (a) Each if default shall be made in the due and punctual payment of the following principal of this Note when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, and such default shall have continued for a period of ten days; (b) if default shall be deemed made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable, and such default shall have continued for a period of ten days; (c) if default shall be made in the performance or observance of any covenant, agreement or condition contained in Section 5 or Section 7.6 hereof; (d) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Maker or any Subsidiary contained in this Note or in the Purchase Agreement, and such default shall have continued for a period of 30 days; (e) if any representation or warranty made by the Maker under the Purchase Agreement or in any document or certificate furnished by the Maker pursuant thereto shall prove to be inaccurate in any material respect when made; (f) if this Note or the Purchase Agreement shall cease to be enforceable in accordance with its terms against the Maker, or the Maker shall so state in writing; (g) if the Maker or any Subsidiary shall default beyond any period of grace provided with respect thereto in the payment of principal of, premium, if any, or interest on any obligation in respect of borrowed money when due, whether by acceleration or otherwise; or if the Maker or any Subsidiary shall default in the performance or observance of any other agreement, term or condition contained in such obligation or in any agreement under which any such obligation is created, if the effect of any such default is to cause the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create an Event event of Default:default thereunder; (h) if final judgment for the payment of money shall be rendered by a court of record against the Maker or any Subsidiary and the Maker or such Subsidiary shall not discharge the same or provide for its discharge in accordance with its terms, or shall not procure a stay of execution thereon within 30 days from the date of entry thereof and, within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal; (i) Buyer's failure if the Maker or any Subsidiary shall: (i) admit in writing its inability to make any payment required hereunder on the date such payment is pay its debts generally as they become due; ; (ii) Buyer's failure file a petition in bankruptcy or a petition to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; take advantage of any insolvency act; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of itself or of the whole or any proceeding substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (vi) file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (j) if a court of competent jurisdiction shall enter, except at the direct or indirect request of the holder of this Note, an order, judgment, or decree appointing, without the consent of the Maker or any Subsidiary, a receiver of the Maker or any Subsidiary or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Maker or any Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be instituted by vacated or against him seeking to adjudicate hire as bankrupt set aside or insolventstayed within 60 days from the date of entry thereof; or (k) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Maker or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. (b) Should 6.2 In the case any one or more of the Events of Default specified in Section 6.1 hereof shall have occurred and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note, or the holder of this Note may proceed to enforce the payment of all sums due upon this Note or to enforce any other legal or equitable right of the holder of this Note. In the event an Event of Default occur, Builder shall have, in addition to have occurred and the right to charge interest and case work in accordance with the terms holder of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the sameNote shall employ attorneys, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such incur other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses for the collection of construction payments due or to become due, or for the enforcement or performance or observance of any obligation or agreement of the Vessel incurred by Builder less Maker under this Note, the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally Maker agrees that it will pay to the repayment holder, on demand, the reasonable fees of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for attorney together with all legal fees and other costs and expenses incurred by Builder the holder. 6.3 No remedy herein conferred upon the holder is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by reason statute or otherwise. 6.4 No course of dealing between the Maker and the holder or any delay on the part of the occurrence holder hereof in exercising any rights hereunder shall operate as a waiver of any Event rights of Default or exercise of Builder's remedies with respect theretothe holder hereof.

Events of Default and Remedies. If any of the following events occur, it is hereby defined as and declared to be and to constitute an “Event of Default”: (a) Each Failure by the Borrower to pay any Loan Repayment required to be paid hereunder at the time specified herein and the continuation of such failure for a period of three (3) days after telephonic or telegraphic notice to the following shall be deemed an Event of Default:Borrower and the University by the Trustee that such payment has not been received. (ib) Buyer's Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Agreement, other than as referred to in Section 8.01(a) for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to make any payment required hereunder on the date Borrower and the University by the Trustee, unless the Trustee shall agree in writing to an extension of such payment time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Trustee will not unreasonably withhold its consent to an extension of such time if corrective action is dueinstituted by the Borrower within the applicable period and diligently pursued until the Default is corrected; (iic) Buyer's failure Any warranty, representation or other statement by or on behalf of the Borrower or the University contained in this Agreement or a Security Instrument or in any instrument furnished in compliance with or in reference to accept this Agreement or in connection with the Vessel within fourteen (14) days from the date on which the Vessel Loan, including any Application, is tendered for deliveryfalse or misleading in any material respect; (iiid) Buyer's material breach The Borrower files a petition in voluntary bankruptcy under the United States Bankruptcy Code or seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of his other obligations debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under this Agreementsuch law; or (ive) Buyer shall become insolvent or The Borrower is generally not pay his paying its debts as such debts become due, or shall admit in writing his insolvency becomes insolvent or his inability to pay his debts generally, bankrupt or shall make a general makes an assignment for the benefit of creditors; , or a custodian (including without limitation a receiver, liquidator or trustee) of the Borrower or any proceeding shall be instituted of its property is appointed by court order or against him seeking to adjudicate hire as bankrupt takes possession thereof and such order remains in effect or insolvent.such possession continues for more than 30 days; or (bf) Should A default or an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the “event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but default” occurs under a Security Instrument and is not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for cured within any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestapplicable grace period thereunder. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. If any one or more of the following events (“Events of Default”) shall occur and be continuing: (a) Each The Issuer shall fail to pay any amount of principal or interest under this Note within ten (10) Business Days after such amount becomes due and payable under this Note; or (b) The Issuer shall fail to comply with any other covenant, agreement or condition contained in this Note within thirty (30) days after receipt of written notice from Payee of such failure stating that the following shall be deemed same is an Event of Default:; or (ic) Buyer's failure Any representation or warranty made by the Issuer to make the Payee herein shall be inaccurate or incomplete in any payment required hereunder on material respect when made and shall remain untrue or incomplete in any material respect as of the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from 30th day after the date on which notice of such untrue or incomplete representation or warranty stating that the Vessel same is tendered for delivery; (iii) Buyer's material breach an Event of any of his other obligations under this AgreementDefault shall have been given by the Payee to the Issuer; or (ivd) Buyer The Issuer shall become insolvent or generally not pay his its debts as such the same become due, or shall admit in writing his insolvency or his its inability to pay his such debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him it seeking to adjudicate hire it as a bankrupt or an insolvent. , or seeking liquidation, winding up, reorganization arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; and in the event of any proceeding being instituted against it, such proceeding shall remain undismissed or unstayed for a period of one hundred twenty (b120) Should days or shall result in the entry of an order for relief, the appointment of a trustee or receiver or other adverse result to it or it shall take any action to authorized any of the actions set forth above; then, and in any such event, the Payee may, by notice to the Issuer, declare all obligations of the Issuer hereunder (all such obligations, including, without limitation, principal and interest, collectively referred to herein as the “Obligations”) to be forthwith due and payable in full, whereupon the Obligations shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Issuer. Following an Event of Default occurand the acceleration of the maturity date of the Obligations (whether automatically, Builder shall haveby declaration or otherwise) and continuing (i) until such Event of Default is fully cured by the Issuer or waived by the Payee (in each case, in addition to the right to charge interest and case work in accordance with this Note) or (ii) until the terms of Section 4 hereofObligations are paid in full, the right Issuer shall pay interest (the “Default Interest”) on the unpaid principal amount of this Note at a rate per annum equal to terminate this Agreement and dispose 13.4257%a (calculated on the basis of the Vessel actual number of days elapsed over a year of 365/366 days), and the Issuer agrees to pay all reasonable costs (including, without limitation, all reasonable attorneys’ fees and expenses) incurred by the Payee in accordance connection with collection of the terms Obligations and enforcement of Section 13(c) below Payee’s rights under this Note, provided that the aggregate amount of such costs shall not exceed $100,000.00; and all other remedies permitted by law. (c) In the event provided, further, that any claim giving rise to such costs shall have been successfully adjudicated. Following an Event of Default occurs and continues for a period the acceleration of fifteen the maturity date of the Obligations (15) dayswhether automatically, Builder may terminate this Agreement by written notice to Buyer and maydeclaration or otherwise), at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free proceeds of any right payment or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price collection under this Note, and on such any other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds cash received by Builder the Payee in connection with this Note shall be applied firstly to all expenses attending such sale (includingby the Payee first, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs accrued and expenses unpaid Default Interest; second, to the payment of construction accrued and unpaid regular interest at the rate set forth in the first paragraph of this Note; and finally, to the payment of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission unpaid principal amount of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestNote. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. When any event of default (ahereafter defined) Each described in paragraph (A) below has happened and is continuing, the holder or holders of 25% or more of the following principal amount of Notes at the time outstanding may, and when any event of default described in paragraph (B), (C), (F), (G) or (H) below has happened and is continuing, the holder or holders of 51% or more of the principal amount of Notes at the time outstanding may, by written notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all such Notes shall be deemed an Event thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of Default: any kind, all of which are hereby expressly waived; provided, however, when any event of default described in paragraph (iA) Buyer's failure below has happened and is continuing with respect to make any payment required hereunder Note, the holder of such Note may, by written notice to the Company, declare the entire principal and all interest accrued on such Note to be, and such Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any event of default described in paragraph (D) or (E) below has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. If the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date event of default on which the Vessel any such acceleration or declaration is tendered for delivery; based is an event of default other than an event of default described in paragraph (iiiD) Buyer's material breach of any of his other obligations under this Agreement; or or (ivE) Buyer shall become insolvent or generally not pay his debts as below, then in such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall haveevent, in addition to the right amounts required to charge interest and case work be paid by the Company in accordance with the terms foregoing provisions of Section 4 hereofthis section 12, the right Company shall also pay, to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies extent permitted by law. , an amount (c) In as liquidated damages for the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale loss of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price bargain evidenced hereby and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly penalty) equal to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission make whole premium amount described in section 4 above. The provisions of this Contract, plus section 12 are subject to the condition that if the principal of and accrued interest on all such amounts at eighteen percent (18%) per annum, or any outstanding Notes have been declared or become immediately due and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder payable by reason of the occurrence of any Event event of Default default described in paragraphs (A) through (H), below, the holders of 66-2/3% in aggregate principal amount of the Notes then outstanding may, by written instrument filed with the Company, rescind and annul such acceleration and the consequences thereof, provided that at the time such acceleration is annulled and rescinded: (a) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes; (b) all arrears of interest upon all the Notes and all other sums payable under the Notes (except any principal, interest or premium on the Notes which has become due and payable solely by reason of such acceleration under this section 12) shall have been duly paid; and (c) each and every other event of default shall have been made good, cured or waived pursuant to section 10 hereof; and provided further, that no such rescission and annulment shall extend to or affect any subsequent event of default or impair any right consequent thereto. The events listed in paragraph (A) through (H) below are called "events of default": (A) default shall be made by the Company (1) in the payment of principal of, or premium, if any, on, any Note when and as the same shall become due and payable, whether at maturity thereof, on a date fixed for prepayment (in this Note or in any notice of prepayment), by acceleration or otherwise, or (2) in the payment of interest on any Note when and as the same shall become due and payable and such default in the payment of interest shall continue for a period of 5 days; or (B) default shall be made in the performance or observance of any covenant, condition or agreement contained in section 9 and such default shall continue for a period of 30 days; or (C) default shall be made in the performance or observance of any other of the covenants, conditions or agreements in this Note set forth or in the Loan Agreement dated as of October 1, 1998 pursuant to which this Note was initially issued and such default shall continue for a period of 30 days after the earlier of (1) the Company becoming aware of such default, and (2) written notice to the Company from the holder of any Note stating the specific default or defaults; or any representation or warranty made by the Company herein or in said Loan Agreement, or furnished in writing in connection with or pursuant to this Note or said Loan Agreement shall be false in any material respect on the date as of which such representation or warranty is made; or (D) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company or any restricted subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Company or any such subsidiary under the federal bankruptcy laws, or any other similar applicable federal or state law, and such decree or order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any restricted subsidiary or a substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged and unstayed for a period of 60 days; or any substantial part of the property of the Company or any restricted subsidiary shall be sequestered or attached and shall not be returned to the possession of the Company or such subsidiary or released from such attachment within 60 days thereafter; or (E) the Company or any restricted subsidiary shall institute proceedings to be adjudged a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the federal bankruptcy laws, or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall voluntarily suspend transaction of its usual A-27 business, or corporate action shall be taken by the Company or any such subsidiary in furtherance of any of the aforesaid purposes; or (F) the Company or any restricted subsidiary fails to make any payment due on any indebtedness having a principal amount greater than $2,500,000 or any event shall occur (other than the mere passage of time) or any condition shall exist in respect of any indebtedness of the Company or any restricted subsidiary, or under any agreement securing or relating to such indebtedness and any such event or condition continues beyond any applicable period of grace, if any, the effect of which is to cause (or permit any holder of such indebtedness or other Security or a trustee to cause) such indebtedness or other Security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (G) final judgment for the payment of money in excess of $250,000 shall be rendered against the Company or any restricted subsidiary and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed; or (H) a change of control (as defined in paragraph 4(D)) shall occur and continue for more than 40 days or a default shall occur in giving notice of any change of control pursuant to the provisions of paragraph 8(K). In case any one or more of the events of default specified above in this section 12 shall have happened and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, or by other appropriate proceedings, whether for the specific performance (to the extent permitted by law) of any covenant or agreement contained in this Note or in aid of the exercise of Builder's remedies with respect theretoany power granted in this Note, or, subject to the first paragraph of this section 12, may proceed to enforce the payment of this Note or to enforce any other legal or equitable right of the holder of this Note. In case of a default in the payment of any principal of, premium, if any, or interest on, any Note, the Company will pay to the holder thereof such further amount as shall be sufficient to cover the cost and expense of collection, including (without limitation) reasonable attorneys' fees.

Events of Default and Remedies. (a) Each Borrower shall be in default upon the occurrence of any one of the following shall be deemed events (each an "Event of Default:"): (i) Buyer's failure Borrower shall fail to make pay any payment required hereunder on amount payable in respect of any Secured Obligations when due (including the date such payment is dueexpiration of any applicable grace periods); (ii) Buyer's failure any representation, warranty or information herein, heretofore or hereafter furnished to accept Mortgagee by Borrower in connection with any of the Vessel within fourteen (14) days from Secured Obligations, including any warranty made by Borrower through the date on which the Vessel is tendered for delivery;submission of any schedule, statement, certificate or other document pursuant to or in connection with this Mortgage, shall be false or misleading in any material respect; or (iii) Buyer's material breach of there shall exist any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to as defined under the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of BuyerLoan Agreement. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of Upon the occurrence of any Event of Default Default, Mortgagee, at its option, may exercise any rights and remedies provided to Agent under the Loan Agreement and/or available at law or equity, including all rights and remedies provided under the Uniform Commercial Code or the Convention in any jurisdiction where enforcement is sought, which include but are not limited to, the following: (i) without notice accelerate the maturity of any part or all of the Secured Obligations and terminate any agreement for the granting of further credit to Borrower; (ii) sell, lease or otherwise dispose of Collateral at public or private sale; (iii) transfer any Collateral into its own name or that of its nominee; (iv) retain Collateral in satisfaction of the Secured Obligations, with notice of such retention sent to Borrower as required by law; (v) notify any parties obligated on any Collateral consisting of Accounts, Instruments, Chattel Paper, chooses in action or the like to make payment to Mortgagee and enforce collection of any Collateral; (vi) file any action or proceeding which Mortgagee deems necessary or appropriate to protect and preserve the right, title and interest of Mortgagee in the Collateral; (vii) exercise its banker's lien or right of Buildersetoff in the same manner as though the credit were unsecured and (viii) apply all or a portion of sums received or collected from or on account of Collateral, including the proceeds of any sales thereof, to the payment of the costs and expenses incurred in preserving and enforcing rights of Mortgagee including reasonable attorneys' fees (including the reasonably allocated costs of Mortgagee's remedies with respect in-house counsel, but in no event including general overhead and administrative expenses or expenses in excess of the cost of work if performed by comparable outside counsel), and after application of such sums to the Secured Obligations as set forth in the Loan Agreement, Mortgagee shall account to Borrower for any surplus remaining thereafter, and shall pay such surplus to the party entitled thereto, including any second secured party who has made a proper demand upon Mortgagee and has furnished proof to Mortgagee as requested in the manner provided by law; in like manner, Borrower agrees to pay to Mortgagee without demand any deficiency after any Collateral has been disposed of and proceeds applied as aforesaid. (b) The exercise by Mortgagee of any one right or remedy shall not be deemed a waiver or release of or any election against any other right or remedy, and Mortgagee may proceed against Borrower and the Collateral and any other collateral granted by Borrower to Mortgagee under any other agreement, all in any order and through any available remedies. A waiver on any one occasion shall not be construed as a waiver or bar on any future occasion. All property of any kind held at any time by Mortgagee as Collateral shall stand as one general continuing collateral security for all the Secured Obligations and may be retained by Mortgagee as security until all the Secured Obligations are fully satisfied.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: (i) Buyer's failure occur or shall exist, the Lender may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon 15 days prior written notice to make the Borrower, sell any payment required hereunder or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the date Lender, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Lender, in its sole discretion, may elect, and at any such payment is due; (ii) Buyer's failure to accept sale, the Vessel within fourteen (14) days from Lender may bid for and become the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventLender may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Lender may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period be continuing, then in any such event, the Lender shall have such additional rights and remedies in respect of fifteen the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Borrower expressly waives (15d) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete The Lender shall apply the Vessel and sell the same, or sell the Vessel "as is," free Proceeds of any right sale or claim of Buyer. Such sale liquidation of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the VesselCollateral, the amount of the sale proceeds and, subject to Section 6, any Proceeds received by Builder shall be applied firstly to all expenses attending such sale (includingthe Lender from insurance, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly first to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder the Lender in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Lender, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default Default, the Borrower shall promptly upon written demand by the Lender assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or exercise places to be designated by the Lender. The rights of Builder's remedies with respect theretothe Lender under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Lender may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. (a) Each The occurrence of any of the following shall events shall, at the option of Lessor, be deemed a default (each, an "Event of Default") under this Lease: (i) Buyer's failure The nonpayment by Lessee of any sum required under this Lease to make any payment required hereunder on be paid by Lessee for a period of ten (10) days after the due date such payment is due;thereof; or (ii) Buyer's the failure by Lessee to accept the Vessel perform or observe any other term, covenant, agreement or condition of this Lease which is not cured within fourteen fifteen (1415) days after written notice thereof from the date on which the Vessel is tendered for delivery;Lessor; or (iii) Buyer's material any misrepresentation or breach of warranty made by Lessee in this Lease or in any of his other obligations under document furnished by Lessee in connection with this AgreementLease; or (iv) Buyer shall become insolvent the subjection of any of Lessee's property to any levy, seizure, assignment, application or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment sale for the benefit of creditors; or by any proceeding shall be instituted creditor or governmental agency, or the insolvency of Lessee, or the appointment of a trustee or receiver for Lessee or for a substantial part of its assets, or the institution by or against him seeking to adjudicate hire as bankrupt Lessee of any bankruptcy, reorganization or insolventinsolvency proceedings. (b) Should Upon the occurrence of an Event of Default occurand at any time thereafter, Builder shall haveLessor may, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete do one or more of the Vessel following: (i) upon written notice to Lessee, terminate this Lease; (ii) declare the total amount of unpaid rent and sell other applicable amounts due and to become due hereunder for the term of this Lease immediately due and payable; (iii) demand the return of the Equipment in accordance with Section 13 hereof; (iv) without demand or legal process, enter the premises where the Equipment is located and take immediate possession of and remove the same, without liability to Lessor or its agents for such entry or for damage to property or otherwise; (v) sell any or all of the Vessel "as is," Equipment at public or private sale, or otherwise dispose of, lease to others or keep idle the Equipment, all free and clear of any rights of Lessee to the Equipment; and/or (vi) exercise any other right or claim of Buyer. Such sale of remedy available to Lessor under applicable law or proceed by court action to enforce the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally Lease or to recover damages or expenses resulting from the repayment breach of Buyer without interest, if any balance remainsthis Lease. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer Lessee shall be liable for and shall pay to Lessor all legal fees expenses and other costs and expenses incurred by Builder Lessor in exercising Lessor's remedies. No remedy referred to in this Lease is intended to be exclusive, but each shall be in addition to any other remedy referred to or otherwise available to Lessor at law or in equity. No express or implied waiver by reason of the occurrence Lessor of any Event of Default shall constitute a waiver of any other Event of Default or exercise a waiver of Builderany of Lessor's rights and no delay by Lessor in enforcing any right or requiring performance of any provision of this Lease by Lessee shall be a waiver of such right or affect the right of Lessor to enforce such provision. To the extent permitted by applicable law, Lessee hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use any Equipment in mitigation of Lessor's damages as set forth in this section or which may otherwise limit or modify any of Lessor's rights or remedies with respect theretounder this section.

Events of Default and Remedies. Termination - Time is of the essence herein and it is understood and agreed that Secured Party may, at its option and notwithstanding any inconsistent terms in any agreement between Debtor and Chrysler Corporation and/or Secured Party with respect to the receivable underlying any Receivable Purchase Advance by Secured Party, terminate this Agreement, refuse to advance funds hereunder, convert outstanding installment payment obligations to payment on Vehicle sale obligations, and declare the aggregate of all Advances outstanding hereunder immediately due and payable upon the occurrence of any of the following events (each hereinafter called an "Event of Default"), and that Debtor's liabilities under this sentence shall constitute additional obligations of Debtor secured under this Agreement. (a) Each of the following Debtor shall be deemed an Event of Default: (i) Buyer's failure fail to make any payment required hereunder on to Secured Party, whether constituting the date such principal amount of any Advance, interest thereon or any other payment is duedue hereunder, when and as due in accordance with the terms of this Agreement or with any demand permitted to be made by Secured Party under this Agreement or any Promissory Note, or shall fail to pay when due any other amount owing to Secured Party under any other agreement between Secured Party and Debtor, or shall fail in the due performance or compliance with any other term of condition hereof or thereof, or shall be in default in the payment of any liabilities constituting indebtedness for money borrowed or the deferred payment of the purchase price of property or a rental payment with respect to property material to the conduct of Debtor's business; (iib) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of A tax lien or notice thereof shall have been filed against any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent the Debtor's property or generally not pay his debts as such become duea proceeding in bankruptcy, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding receivership shall be instituted by or against him seeking to adjudicate hire as bankrupt Debtor or insolvent. (b) Should Debtor's property or an Event assignment shall have been made by Debtor for the benefit of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.creditors; (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder Secured Party deems itself insecure for any reasonable losses due reason or the Vehicles are deemed by Secured Party to rescission be in danger of misuse, loss, seizure or confiscation or other disposition not authorized by this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.Agreement; (d) In addition Termination of any franchise authorizing Debtor to sell Vehicles; (e) A misrepresentation by Debtor for the purpose of obtaining credit or an extension of credit or a refusal by Debtor to execute documents relating to the foregoingCollateral and/or Secured Party's security interest therein or to furnish financial information to Secured Party at reasonable intervals to or permit persons designated by Secured Party to examine Debtor's books or records and to make periodic inspections of the Collateral; or (f) Debtor, Buyer without Secured Party's prior written consent, shall guarantee, endorse or otherwise become surety for or upon the obligations of others except as may be liable for done in the ordinary course of Debtor's business, shall transfer or otherwise dispose of any proprietary, partnership or share interest Debtor has in his business, or all legal fees and other costs and expenses incurred by Builder by reason or substantially all of the assets thereof, shall enter into any merger or consolidation, if a corporation, or shall make any substantial disbursements or use of funds of Debtor's business, except as may be done in the ordinary course of Debtor's business, or assign this Agreement in whole or in part or any obligation hereunder. Upon the occurrence of any an Event of Default Default, Secured Party may take immediate possession of said Vehicles without demand or further notice and without legal process; and for the purpose and furtherance thereof, Debtor shall, if Secured Party so requests, assemble the Vehicles and make them available to Secured Party at a reasonably convenient place designated by Secured Party and Secured Party shall have the right, and Debtor hereby authorizes and empowers Secured Party to enter upon the premises wherever said Vehicles may be, to remove same. In addition, Secured Party or its assigns shall have all the rights and remedies applicable under the Uniform Commercial Code or under any other statute or at common law or in equity or under this Agreement. Such rights and remedies shall be cumulative. Debtor hereby agrees that it shall pay all expenses and reimburse Secured Party for any expenditures, including reasonable attorneys' fees and legal expenses, in connection with Secured Party's exercise of Builder's any of its rights and remedies with respect theretounder this Agreement.

Events of Default and Remedies. Section 1. In case any one or more of the following events herein termed "Events of Default" shall occur and be continuing: (a) Each Any payment in respect of the following shall be deemed an Indebtedness hereby secured has not been received by the Mortgagee when due after giving effect to any applicable grace periods; or (b) Any Event of Default: (i) Buyer's failure to make any payment required hereunder on Default has occurred under the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Loan Agreement; or (ivc) Buyer The statements in Sections 2 and 3 of Article I above shall become insolvent prove to be untrue in a material way; or (d) A default shall have occurred in the due and punctual observance and performance of any of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or generally not pay his debts as such become due19 of Article I hereof; or (e) A default by the Shipowner in the observance or performance of any other provision of this Mortgage unremedied for thirty (30) days after written notice thereof shall have been given to the Shipowner by the Mortgagee; or (f) the Shipowner or any other obligor of any part of the Indebtedness hereby secured: (i) is dissolved or its legal status is lost or canceled by reason of any valid, judicial, extra-judicial, or administrative proceeding shall have occurred, or (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing his insolvency or his its inability to pay his its debts generallyas they fall due, or (iv) shall make a general assignment for the benefit of its creditors; or a receiver of the property or business of the Shipowner or any proceeding obligor on or guarantor of any part of the Indebtedness hereby secured is appointed by a court of competent jurisdiction; then, upon the occurrence and continuance of one or more Events of Default, (and in each and every case), the Mortgagee shall have the right to: (1) Declare the then unpaid Indebtedness hereby secured to be instituted by or against him seeking due and payable immediately, and upon such declaration, the same, including interest to adjudicate hire as bankrupt or insolventthe date of declaration, shall become and be immediately due and payable. (b2) Should an Event Exercise all of Default occur, Builder shall havethe rights and remedies in foreclosure and otherwise given to mortgagees by the laws and regulations of the Republic of Panama or of any country wherein the Vessel may be found or of any other applicable jurisdiction. (3) Bring suit at law, in addition equity or in admiralty, in any court of any nation of the world, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all of the properties of the Shipowner, whether covered by this Mortgage or otherwise. (4) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel. (5) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, day rates, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (6) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to charge interest and case work in accordance with dock the terms of Section 4 hereofVessel, the right to terminate this Agreement and dispose for a reasonable time at any dock, pier or other premises of the Vessel in accordance with Shipowner without charge, or to dock her at any other place at the terms cost and expense of Section 13(c) below and all other remedies permitted by lawthe Shipowner. (c6) In Sell the event that an Event of Default occurs Vessel without judicial process and continues without being responsible for a period of fifteen (15) daysany loss or damage arising therefrom, Builder except as may terminate this Agreement be directly and proximately caused by written notice to Buyer its willful misconduct, recklessness or gross negligence, in such place, time and manner as the Mortgagee may, at in its sole discretionjudgment, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of that the Vessel, the amount of the sale proceeds received by Builder Vessel shall be applied firstly to all expenses attending such offered for sale (includingby private sale, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly notice must be given to the payment of all costs and expenses of construction of Shipowner but need not be more than twenty (20) days before the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annumprivate sale, and finally to the repayment no newspaper publication of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer notice shall be liable for all legal fees required, nor notice of adjournment of sale; sale may be held at such place and other costs and expenses incurred at such time as the Mortgagee by Builder by reason of the occurrence of any Event of Default notice may have specified, or exercise of Builder's remedies with respect thereto.may be adjourned by

Events of Default and Remedies. (a) Each Upon the occurrence of any one or more of the following shall be deemed events (the “Events of Default”, any one an “Event of Default”), the party not in default shall have the right to exercise any rights or remedies available in this Lease, at law or in equity, subject to the limitations set forth herein. Events of Default shall be: (i) Buyer's Tenant’s failure to pay any rental or other sum of money payable hereunder when due combined with Tenant’s subsequent failure to make such payment within five (5) days after written notice thereof to Tenant of such failure (provided, however, that Tenant shall be entitled to no more than two (2) such notices in any Lease Year and thereafter shall be in default without notice if any payment required hereunder on the date is more than five (5) days past due during such payment is dueLease Year); (ii) Buyer's failure Failure by either party to accept perform any other of the Vessel terms, covenants or conditions contained in this Lease if not remedied within fourteen thirty (1430) days after receipt of written notice thereof, or if such default cannot be remedied within such period, such party does not within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter complete such act or acts within a reasonable time; (iii) Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or file a petition for the appointment of a receiver or trustee for all or substantially all of Tenant’s assets and such petition or appointment shall not have been set aside within sixty (60) days from the date on which of such petition or appointment, or if Tenant makes an assignment for the Vessel is tendered benefit of creditors, or petitions for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementor enters into an arrangement; or (iv) Buyer shall become insolvent Tenant vacates, abandons or generally not pay his debts as such become due, or shall admit fails to operate in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; Premises or any proceeding shall substantial part thereof or allows its leasehold estate to be instituted by taken under any writ of execution and such writ is not vacated or against him seeking to adjudicate hire as bankrupt or insolventset aside within thirty (30) days. (b) Should In addition to its other remedies, Landlord, upon an Event of Default occurby Tenant, Builder shall havehave the immediate right, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofafter any applicable grace period expressed herein, the right to terminate and cancel this Agreement Lease and/or to reenter and remove all persons and properties from the Premises and dispose of the Vessel in accordance with the terms such property as it deems fit, all without being guilty of Section 13(c) below and all trespass, forcible entry, detainer or other remedies permitted by lawtort, or being liable for any damages caused thereby. (c) In the event that Upon an Event of Default occurs and continues for a period of fifteen (15) daysDefault, Builder may terminate this Agreement by written notice to Buyer and Landlord may, separately from or in conjunction with the remedies provided in subparagraphs (b) and (d), and with or without terminating this Lease, initiate an action for distress or bring a suit for rent, costs, expenses and other damages, including liquidated damages as hereafter provided. In addition to Annual Rental due and other costs resulting from Tenant’s breach, the parties agree that if Tenant breaches this Lease, Landlord will continue to suffer damages for the remainder of the term of this Lease, which damages may be difficult or impossible to determine. Landlord will suffer these damages regardless of whether Landlord has terminated the Lease or whether Tenant has abandoned or vacated the Premises. Therefore, the parties agree that as a reasonable pre-estimate of said damages and not as a penalty, Tenant shall pay Landlord, as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, said amount being immediately due and payable, the sum of the Annual Rental, which, if the Lease had not been terminated, would have been paid by Tenant to Landlord for the balance of the term of this Lease, discounted to the date of termination at its sole discretion, either complete the Vessel and sell then current rate of interest per annum as issued periodically by First Union National Bank (the same“Discount Rate”). If the Premises or any part thereof are relet by Landlord for the unexpired term of this Lease, or sell the Vessel "as is," free any part thereof, before presentation of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event proof of such sale of the Vesselliquidated damages to any court, commission or tribunal, the amount of Annual Rental reserved upon such reletting discounted to the sale proceeds received by Builder date of termination at the Discount Rate shall be applied firstly to all expenses attending such sale (including, but not limited to, subtracted from the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestliquidated damages due. (d) In addition the event that Tenant abandons or vacates the Premises, Landlord may, but shall not be obligated to, with or without terminating this Lease, relet all or any part of the Premises for the account of Tenant for such rent and upon such terms to such person, firm or corporation and for such period or periods as Landlord in Landlord’s sole discretion shall determine. Landlord shall not be required to accept any tenant offered by Tenant, to observe any instruction given by Tenant about such reletting or do any act or exercise any care or diligence with respect to such reletting or to the foregoingmitigation of damages of Tenant. For the purpose of such reletting, Buyer Landlord may change the locks or make repairs, changes, alterations or additions in or to the Premises to the extent deemed by Landlord desirable or convenient. Upon such reletting, all rentals received by Landlord from such reletting shall be liable for all legal fees and applied in the following order: (i) to the payment of any indebtedness other than Annual Rental due hereunder from Tenant to Landlord; (ii) to the payment of any costs and expenses incurred of such reletting, including commissions, brokerage fees and attorneys’ fees and, if any, costs of such alterations and repairs; and (iii) to the payment of Annual Rental due and unpaid hereunder. No such re-entry or taking of possession of said Premises by Builder Landlord shall be construed as an election on its part to terminate this Lease unless a written notice expressing such intention is given to Tenant, or unless the termination hereof is decreed by reason a court of the occurrence of competent jurisdiction. Notwithstanding any Event of Default such re-entry without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach if not by that time cured. (e) Upon any default by Landlord under this Lease, Tenant may exercise any right or exercise of Builder's remedies remedy Tenant may have at law or in equity with respect theretoto such default.

Events of Default and Remedies. (a) Each If any of the following events ("Events of Default") shall occur and be continuing: A. Companies shall default in the payment of any installment of the principal of the Notes when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise, provided such default shall continue for a period often (10) calendar days, PROVIDED, HOWEVER, that the ten (10) day grace period shall not apply in the event of default of payment upon the stated maturity of the Notes; B. Companies shall default in the payment of interest on the Notes, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise, provided such default shall continue for a period often (10) calendar days; C. Companies shall default with regard to any payment of principal or interest on or the performance or observance of any covenant, condition or agreement of any other instrument of indebtedness executed by Companies; D. Any representation or warranty made by Companies in this Agreement or in connection with the loans hereunder, or in any report, certificate, financial statement or other agreement, document or instrument furnished in connection with this Agreement or the loans hereunder shall prove to be false or misleading in any material respect; E. Companies shall fail to observe or perform any covenant, condition or agreement in Section 5 of the Agreement; (provided such failure shall continue unremedied for a period of twenty (20) days after written notice thereof); F. Companies shall fail to observe or perform any covenant, condition or agreement to be observed or performed pursuant to the terms of this Agreement (excluding Section 5), provided such default shall continue unremedied for thirty (30) days (after written notice, which notice shall include a description of the Event of Default thereof to the Companies by Bank One); G. Companies shall fail to observe or perform and covenant, condition or agreement in the Notes; H. An event of default under any guaranty or similar agreement executed in connection with the loans hereunder shall occur and be continuing; I. Final judgment for the payment of money in excess of One Million Five Hundred Thousand Dollars ($1,500,000) shall be deemed an Event rendered against Companies or any Subsidiary and the same shall remain undischarged for a period of Default: thirty (30) consecutive days during which the execution shall not be effectively stayed; J. Companies or any Subsidiary shall (i) Buyer's failure apply for or consent to make the appointment of a receiver, trustee or liquidator for them or for any payment required hereunder on the date such payment is due; of their property, (ii) Buyer's failure admit in writing their inability to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; pay their debts as they mature, (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall , (iv) be instituted by or against him seeking to adjudicate hire as adjudicated a bankrupt or insolvent. , or (bv) Should file a voluntary petition in bankruptcy, or a petition or an Event answer seeking reorganization or an arrangement with creditors to take advantage of Default occurany bankruptcy, Builder reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against them in any proceeding under any such law or if corporate action shall have, in addition to be taken by the right to charge interest and case work in accordance with Companies or any Subsidiary for the terms purpose of Section 4 hereof, the right to terminate this Agreement and dispose effecting any of the Vessel foregoing; K. An order, judgment or decree shall be entered without the application, approval or consent of Companies or any Subsidiary by any court of competent jurisdiction, approving a petition seeking reorganization of Companies or any Subsidiary or appointing a receiver, trustee or liquidator of Companies or any Subsidiary or of all or a substantial part of the assets thereto, and such order, judgment or decree shall continue unstayed and in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues effect for a any period of fifteen forty-five (1545) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder ; then upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any such Event of Default specified in subdivisions X, X, X, X, X, X, X, X, X, X and K of this Section, Bank One shall have the option to cease disbursements under the Revolving Credit Note and/or to terminate its commitment to lend and to declare all amounts due under the Notes to be immediately due and payable both as to principal and interest Automatically upon the occurrence of any of the events specified in subdivision J of this Section, Bank One's commitment to lend shall terminate and all amounts due under the Notes shall become immediately due and payable. The Notes shall then become immediately due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding. It is understood that the remedies of Bank One hereunder shall be cumulative in nature rather than exclusive and that the failure of Bank One to exercise its rights upon a Default by Companies hereunder shall not be deemed to be a waiver by Bank One of that Event of Default or exercise any of Builder's remedies its rights hereunder. BANK ONE SHALL NOT BE REQUIRED, AS A CONDITION TO THE LIABILITY OF ANY OF THE COMPANIES, TO RESORT TO, ENFORCE OR EXHAUST ANY OF ITS REMEDIES AGAINST ANY OTHER OF THE COMPANIES OR TO RESORT TO, ENFORCE OR EXHAUST ANY OF ITS REMEDIES AGAINST ANY PROPERTY WHICH MAY AT ANY TIME BE GIVEN OR HELD AS SECURITY FOR THE NOTES OR UPON WHICH BANK ONE OBTAINS A LIEN FOR REPAYMENT OF THE NOTES. When any indebtedness of Companies to Bank One becomes due, by acceleration or otherwise, Bank One shall have the right, without notice to Companies, any party claiming under Companies, or any other party, such notice being hereby expressly waived, and without regard to the adequacy or value of the -collateral or the solvency or insolvency of Companies, to the appointment of a receiver by a court of competent jurisdiction chosen solely by Bank One, upon application at any time, whether prior to or after a judgment has been obtained against Companies, to take possession of the business of Companies together with respect theretoits books and records, to maintain or to liquidate said business, to collect the proceeds of the collateral and apply the net proceeds to any indebtedness of Companies to Bank One. Companies consents to jurisdiction and venue for the appointment of such receiver by such court and agrees that any receiver so appointed may take possession of the business of the Companies, together with the collateral in any other jurisdiction in which the collateral may be located.

Events of Default and Remedies. So long as any of the following events have occurred or conditions exist (any such event or condition being herein referred to as an "Event of Default"): (a) Each Any representation or warranty made by you or any other obligor herein or any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the following shall be date as of which made or deemed an Event of Default:to have been made or repeated; or (ib) Buyer's failure You shall fail fully to make perform or comply with any payment required hereunder on terms, covenants or provisions of ss.5 subject, in the date such payment is due; (iicase of the covenants referred to in Section 5(a) Buyer's failure hereof, to accept the Vessel within fourteen (14) days from applicable notice provisions and grace periods, if any, set forth in Section 15.1 of the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Credit Agreement; or (ivc) Buyer You or another obligor shall become insolvent fail fully to perform or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or comply with any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose other of the Vessel in accordance with the terms of Section 13(c) below terms, covenants or provisions set forth herein and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues such failure shall continue for a period of fifteen five (155) dayscalendar days following our notice to you or such other obligor of such failure; or (d) Any Default or Event of Default under the Credit Agreement (other than the Specified Events of Default) shall occur. then, Builder may terminate this Agreement and in such event, and so long as such Event of Default is continuing, the Agent may, and upon the request of the Majority Banks shall, by written notice to Buyer and you declare this Agreement to be terminated. Upon such termination, we shall be relieved of our forbearance obligations set forth herein and, accordingly, each Bank, if owed any amount with respect to the Loans or the Reimbursement Obligations, may, with the consent of the Majority Banks but not otherwise, proceed to protect and enforce its rights by suit in equity, action at its sole discretionlaw or other appropriate proceeding, either complete whether for the Vessel and sell the same, or sell the Vessel "as is," free specific performance of any right covenant or claim of Buyer. Such sale agreement contained in the Credit Agreement, the Notes and the other Loan Documents or any instrument pursuant to which the Obligations to such Bank are evidenced, including as permitted by applicable law the obtaining of the Vessel ex parte appointment of a receiver, and, if such amount shall have become due, by Builder shall be either by public auction declaration or private contract at Builder's sole discretion at such price and on such otherwise, proceed to enforce the payment thereof or any other terms and conditions as Builder shall deem fit. In the event legal or equitable right of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but Bank. The remedies specified herein are cumulative and not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence exclusive of any other remedy. Our failure or delay to exercise any remedy after any particular Event of Default shall not operate as a waiver of any remedy in that or exercise of Builder's remedies with respect theretoin any subsequent instance.

Events of Default and Remedies. (a) Each If any of the following events shall occur and be continuing (each such event shall be deemed an “Event of Default:”): (i) Buyer's failure any representation or warranty made by the District in any Financing Document or in any certificate, agreement, report instrument or statement contemplated by or made or pursuant to make or in connection with this Agreement shall prove to have been false or misleading in any payment required hereunder on the date such payment is duematerial respect when made; (ii) Buyer's failure of the District to accept make any payment of the Vessel within fourteen (14) days from principal of or interest on the date on which Loan, the Vessel is tendered for deliverySeries 2018 Note or any other Payment Obligation as and when due; (iii) Buyer's material breach failure of the District to make any payment of any of his other obligations amount when due under this Agreement; orAgreement (other than a Payment Obligation) and such default shall continue for thirty (30) days after written notice of such default shall have been given to the District by the Lender; (iv) Buyer Failure of the District to observe or perform the covenants set forth in Sections 9(a)(iii), 10(b), 10(c), 10(d) or 10(f) of this Agreement and such default shall become insolvent continue for thirty (30) days after written notice of such default shall have been given to the District by the Lender; (v) failure of the District to observe or generally perform any other covenant set forth in this Agreement and such failure shall have continued for 180 consecutive days; provided that if the District is diligently seeking to cure such Event of Default it may, by written notice to the Lender (which shall include detailed information regarding the actions being taken to cure), request up to an additional sixty (60) days to cure such Event of Default, and the Lender shall not pay his debts as unreasonably reject such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general request; (vi) the District makes an assignment for the benefit of creditors, enters into a composition agreement with creditors, files a petition in bankruptcy (to the extent permitted by law), is unable generally to pay its debts as they come due, is insolvent or bankrupt or there is entered any order or decree granting relief in any involuntary case commenced against the District under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or if the District petitions or applies to any tribunal or governmental entity for any receiver, trustee, liquidator, assignee, custodian or sequestrator (or other similar official) of the District or of any substantial part of the District’s assets, or the District commences any case or proceeding in a court of law for a reorganization, readjustment of debt, dissolution, liquidation or other similar procedure under the law or statutes of any jurisdiction, whether now or hereafter in effect, or if there is commenced against the District any such case or proceeding in a court of law which remains undismissed or shall not be discharged or vacated, or such jurisdiction shall not be relinquished or the District shall not have commenced proceedings to dismiss such case, within sixty (60) days after commencement, or the District by any act indicates its consent to, approval of, or acquiescence in any such case or proceeding in a court of law, or to an order for relief in an involuntary case commenced against the District under any such law, or to the appointment of any receiver, trustee, liquidator, assignee, custodian, sequestrator (or other similar official) for the District or a substantial part of the District’s assets, or if the District takes any action for the purposes of effecting the foregoing; or if the District becomes a debtor in a bankruptcy case or otherwise adjusts its debts under judicial administration or otherwise restructures its debts generally or is insolvent, bankrupt or unable to meet its debts as they become due; (vii) any proceeding material provision of this Agreement or any of the other Financing Documents shall cease to be instituted valid and binding; or the District shall deny that it has any or further liability hereunder or under any of the other Financing Documents; (viii) the District shall default in the payment of any principal of or premium, if any, or interest on any of its Parity Debt, or the District shall default in the performance of any agreement (including any related financing document) under which any such Parity Debt is created if the effect of such default is to cause such Parity Debt to become, or to permit any holder or beneficiary thereof, or a trustee on behalf thereof, with notice if required, to declare such Parity Debt to be due prior to its stated maturity or scheduled payment date, whether pursuant to acceleration, mandatory tender, mandatory redemption or otherwise, after any applicable cure and payment periods, or a moratorium shall have been imposed by or against him seeking with respect to adjudicate hire the District with respect to any of its Parity Debt, or the occurrence of any of the foregoing may (in the reasonable judgment of the Lender) have a material adverse effect on the ability of the District to perform its obligations hereunder or under any Financing Document to which it is a party; (ix) an “Event of Default” occurs as bankrupt defined in any of the other Financing Documents or insolventunder any Lender Agreement; (x) any Parity Debt is declared to be in default by the holder thereof, and the holder of the Parity Debt has accelerated the maturity of the Parity Debt; or (xi) the District contests its Payment Obligations. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of Upon the occurrence of any Event of Default set forth above in Sections 11(a)(ii) and (iii), the Lender may (A) direct the Paying Agent to apply amounts on deposit in the Skyland TIF Fund, the Debt Service Fund and the Redemption Fund to immediately pay any amounts of principal of and interest currently due on the Series 2018 Note and (B) direct the Paying Agent to notify the District to allocate the Available Increment, in accordance with the provisions of the Paying Agent Agreement, to cure any shortfall in the payments due pursuant to Section 11(b)(A) above. Upon the occurrence of any other Event of Default, the Lender may exercise, or cause to be exercised, any and all remedies it may have under any Financing Document or as otherwise available at law or in equity, including, without limitation, specific performance, mandamus or injunctive relief. (c) Notwithstanding the exercise of Builder's any other remedies with respect theretoprovided for herein, upon the occurrence and during the continuance of any Event of Default, the Series 2018 Note and any amounts due hereunder shall bear interest at the Default Rate.

Events of Default and Remedies. (a) Each of the following events shall be deemed constitute an event of default (an “Event of Default”) under this Note: (ia) Buyer's failure Obligor shall have defaulted in the payment of all or any part of the Accrued Interest or the Principal Amount due under or pursuant to make this Note or any payment required hereunder on other Series A Note as and when the same shall become due and payable, and such default shall have continued for five (5) days after the date such payment is was due; (b) Any Obligor, pursuant to or within the meaning of Title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, “Bankruptcy Law”) shall have (i) commenced a voluntary case or proceeding, (ii) Buyer's failure consented to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered entry of an order for delivery; relief against it in an involuntary case or proceeding, (iii) Buyer's material breach consented to the appointment of any a custodian of his other obligations under this Agreement; or it or for all or substantially all of its property, (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make made a general assignment for the benefit of creditors; its creditors or (v) admitted in writing its inability generally to pay its debts as the same become due; (c) a court of competent jurisdiction shall have entered an order or decree under any Bankruptcy Law that: (i) is for relief against any Obligor in an involuntary case, (ii) appoints a custodian of any Obligor or for all or substantially all of the property of any Obligor or (iii) orders the liquidation of any Obligor, and in any such case such order or decree shall not have been withdrawn, dismissed or stayed for sixty (60) days; (d) Any Obligor shall have defaulted with respect to the payment of any indebtedness other than the Series A Notes in an aggregate amount of in excess of [ ] ( ), or any proceeding other event of default shall be instituted by have occurred under any such indebtedness, which default has resulted in the acceleration of such indebtedness and such indebtedness shall not have been paid, or against him seeking to adjudicate hire as bankrupt or insolvent.such acceleration rescinded, within forty-five (45) days from the date of such default; (be) Should the institution by any Obligor of any liquidation, dissolution or winding up of the affairs of Obligor without sufficient reserves to redeem this Note in accordance with its terms prior to such event; (f) If at any time while this Note is outstanding, (i) any Obligor, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Obligor with or into another person, (ii) any Obligor, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Obligor or another person) is completed pursuant to which holders of Common Stock of ProPhase (“Common Stock”) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) ProPhase, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) ProPhase, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination. Notwithstanding the foregoing, nothing herein shall restrict or prohibit ProPhase and the Obligors from implementing an internal corporate restructuring, including by merger, consolidation, transfer of assets, or otherwise. If an Event of Default occurshall have occurred and be continuing, Builder shall haveRequisite Holder(s), by notice in addition writing to Obligor and to the right to charge interest and case work in accordance with Collateral Agent (the terms of Section 4 hereof“Acceleration Notice”), may declare the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below unpaid Principal Amount hereunder and all other remedies permitted by law. (c) In unpaid Accrued Interest hereon to be due and payable immediately, and upon any such declaration the event that same shall become immediately due and payable; provided, however, that, if an Event of Default occurs specified in Section 2(b) or 2(c) above shall have occurred, the unpaid Principal Amount hereunder and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer all Accrued Interest hereon shall become and may, at its sole discretion, either complete be immediately due and payable without any declaration or other act on the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale part of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remainsRequisite Holders. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default shall have occurred, Obligor shall reimburse Holder, on demand, for any and all reasonable costs and expenses, including reasonable documented attorneys’ fees and court costs, incurred by Holder in collecting or exercise of Builder's remedies with respect theretootherwise enforcing this Note.

Events of Default and Remedies. If any of the following events shall occur, each such event shall be an “Event of Default”: (a) Each of the following District shall fail to pay, or cause to be deemed an Event of Default: (i) Buyer's failure to make paid, as and when due any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this AgreementObligation; or (ivb) Buyer the District shall become insolvent or generally not pay his debts as such become duefail to pay, or shall admit in writing his insolvency or his inability cause to pay his debts generallybe paid, or shall make a general assignment for the benefit of creditorswhen due any Parity Debt; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.or (c) In any representation or warranty made by or on behalf of the District to the Bank in this Agreement, a Related Document or in any certificate or statement delivered hereunder shall be incorrect or untrue in any material respect when made or deemed to have been made; or (d) any “event that an Event of Default occurs default” under any Related Document which is not cured within any applicable cure period shall occur; or (e) default in the due observance or performance of any covenant set forth in Sections 6.01(e), 6.01(f), 6.01(g), 6.01(i)(ii), 6.01(j), 6.01(m), 6.01(n), 6.01(p), 6.01(q) or 7.01 hereof; or (f) default in the due observance or performance of any other term, covenant or agreement set forth in this Agreement or any other Related Document and continues the continuance of such default for a period of fifteen (15) days, Builder may terminate ; or (g) (i) any provision of this Agreement by written notice or any material provision of any of the Related Documents shall cease to Buyer be valid and may, at its sole discretion, either complete the Vessel and sell the samebinding, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale (ii) a senior officer of the Vessel by Builder District shall, in writing, (A) claim that any material provision of this Agreement or any other Related Document is not valid or binding on the District or (B) repudiate its obligations under this Agreement or any other Related Document or its obligation to pay or repay any Parity Debt; or (h) an Event of Insolvency shall have occurred with respect to the District; or (i) dissolution or termination of the existence of the District; or (j) the District or any governmental agency or authority with jurisdiction over the District shall initiate any legal proceedings to seek an adjudication that this Agreement, the Bonds, or any Related Document or its obligation to pay any Parity Debt is not valid or not binding on the District; or (k) any court of competent jurisdiction or other governmental entity with jurisdiction to rule on the validity of this Agreement, the Bonds or any of the Related Documents, shall announce, find or rule that this Agreement, the Bonds or any of the Related Documents is not valid or not binding on the District; or (l) one or more final, nonappealable judgments against the District, or attachments against the property of the District, the operation or result of which, individually or in the aggregate, equal or exceed $10,000,000 shall remain unpaid, unstayed, discharged, unbonded or undismissed for a period of sixty (60) days; or (m) (i) one hundred twenty (120) days after the long-term unenhanced debt rating assigned to the Bonds or any Parity Debt shall be either reduced to or below “Baa2” by public auction Moody’s or private contract at Builder's sole discretion at to or below “BBB” by S&P, (ii) the long-term unenhanced ratings assigned to the Bonds or any Parity Debt shall be withdrawn, suspended or reduced below “Baa3” by Moody’s or “BBB-” by S&P, or (iii) no Parity Debt shall have a long-term unenhanced rating from S&P or Moody’s; or (n) there shall be appointed or designated with respect to the District, an entity such price as an organization, board, commission, authority, agency or body to monitor or declare a financial emergency or similar state of financial distress with respect to it or there shall be declared by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it; or (i) default under any mortgage, agreement or other instrument under or pursuant to which Debt which is payable, in whole or in part, as a general obligation of the District is incurred or issued, and on such other terms and conditions as Builder shall deem fit. In the event continuance of such sale default beyond the period of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interestgrace, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaidany, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies allowed with respect thereto, or (ii) the District shall fail to perform any other agreement, term or condition contained in any agreement under which any such obligation is created or secured which results in such Debt becoming, or being capable of becoming, immediately due and payable, or, with respect to any Debt that is a Swap Contract, which results in such Swap Contract being terminated early or being capable of being terminated early; or (p) Apportionment Revenues in any Fiscal Year (as reflected in the District’s audited financial statements) shall be at least thirty percent (30%) less than the average Apportionment Revenues received by the District from the State in the prior two Fiscal Years (as reflected in the District’s audited financial statements); or (i) (A) any college operated by the District shall lose its accreditation from the Accrediting Commission for Community and Junior Colleges, Western Association of Schools and Colleges (the “ACCJC”) or any other accrediting commission, organization or entity and (B) the Apportionment Revenues received by the District for the first fiscal quarter ending after the date which is six months after such loss of accreditation is at least thirty percent (30%) less than the Apportionment Revenues received by the District for the same fiscal quarter in the prior Fiscal Year, or (ii) any college operated by the District shall be placed on “show cause” (or an equivalent) status by the ACCJC or any other accrediting commission, organization or entity and shall remain in such status for two (2) years or longer.

Events of Default and Remedies. (a) Each Subject to Section 11.01 of the following shall be deemed an Event of Default: (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition Base Indenture and to the right to charge interest and case work in accordance with the terms of Section 4 hereofTrust Indenture Act, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(cincluding, without limitation, Sections 317(a) below and all other remedies permitted by law. (c) In the event that thereof, if an Event of Default occurs and continues for a period is continuing, the Insurer shall be entitled to control and direct the enforcement of fifteen (15) days, Builder may terminate this Agreement by written notice all rights and remedies granted to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale Holders of the Vessel IQ Notes or the Trustee for the benefit of the Holders of the IQ Notes under the Indenture, including, without limitation, (i) the right to accelerate the principal of the IQ Notes as provided in Section 6.02 of the Base Indenture, and (ii) the right to annul any such declaration of acceleration, and the Insurer shall also be entitled to approve any waiver of an Event of Default with respect to the IQ Notes, the obligation of the Trustee to comply with any such direction to be subject to compliance with the conditions set forth in Section 7.02(f) of the Base Indenture (as if references in such Section to Holders were references to the Insurer) and the protections provided to the Trustee by Builder Section 7.01(c)(3) of the Base Indenture shall be either by public auction or private contract at Builder's sole discretion at such price applicable with respect to any direction from the Insurer given pursuant hereto (as if references in said Section to Holders were references to the Insurer). The Insurer shall be entitled to notify the Trustee and on such other terms and conditions as Builder shall deem fit. In the event Company of such sale a default referred to in Section 6.01(3) of the Vessel, Base Indenture relating to the IQ Notes or Section 2.6 hereof as if it were the Holder of at least 25% in principal amount of the sale proceeds received by Builder Outstanding IQ Notes, provided that such notice shall otherwise conform to the requirements of said Section 6.01(3). For purposes of the provisions of this Indenture governing events of default and remedies, except the giving of notice of default to Holders, the Insurer shall be applied firstly deemed to all expenses attending such sale (including, but be the sole holder of the IQ Notes for so long as the Insurer has not limited to, failed to comply with its payment obligations under the cost Policy. The Trustee shall give the Insurer immediate notice of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to any default in the payment of all costs and expenses the principal of construction or interest on the IQ Notes (the obligation of the Vessel incurred Trustee to give such notice to be deemed satisfied if the Trustee shall have provided the notice required by Builder less Section 4.3(a) hereof). The Trustee or the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and Company shall give the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence Insurer notice of any event which with the giving of notice or the passage of time would constitute an Event of Default or exercise of Builder's remedies with respect theretoto the IQ Notes within 30 days of the Trustee’s or the Company’s actual knowledge thereof, provided that the Trustee shall not be deemed to have knowledge thereof unless a Responsible Officer of the Trustee assigned to its Corporate Trust Office shall have actual knowledge thereof or unless the Trustee shall have received written notice thereof from the Company, the Insurer or the Holders of at least 25% in principal amount of the IQ Notes then Outstanding. No effect shall be given to payments made under the Policy in determining whether an Event of Default with respect to the IQ Notes has occurred or is continuing.

Events of Default and Remedies. (a) Each We may cancel any Contract and liquidate our position in the currency of such Contract if performance of the following shall be deemed an Event Contract by you or us becomes unlawful as a result of Default: (i) Buyer's failure to make the adoption of, or any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from change in, any applicable law after the date on which the Vessel Contract is tendered entered into, or as a result of the promulgation of or any change in, or in the interpretation by any court or tribunal or regulatory authority with competent jurisdiction of, any applicable law after such date. Upon the occurrence and at any time during the continuance of any of the following events (each, an "Event of Default"), we may also cancel any or all the outstanding Contracts and liquidate our position in the currency of such Contracts and setoff against any of your cash, deposit accounts, securities, securities accounts or other property we hold or any obligation we have to you to recover any amounts you owe to us as a result of, or in connection with, such cancellation or liquidation: (a) you fail to give us settlement instructions as provided in this Agreement; (b) you fail for delivery; any other reason to settle a Contract on its Settlement Date; (c) you fail to perform any of your agreements or obligations under this Agreement or any Contract; (d) any representation or warranty made by you to us under this Agreement or any Contract is incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (e) a default, event of default or other similar condition or event (however described) occurs under one or more agreements or instruments relating to any of your obligations (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money ("Indebtedness") which has resulted in such Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable; (f) you (i) dissolve or liquidate, (ii) are not generally paying your debts as they become due, (iii) Buyer's material breach of any of his other obligations under this Agreement; or become insolvent, however such insolvency may be evidenced, or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a any general assignment for the benefit of creditors; (g) a petition is filed by or against you seeking your liquidation or reorganization under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or a similar action is brought by or against you under any federal, state or foreign law; (h) a proceeding shall be is instituted by or against him seeking to adjudicate hire as bankrupt you for any relief under any bankruptcy, insolvency or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition other law relating to the right to charge interest and case work in accordance relief of debtors, reorganization, readjustment or extension of indebtedness or composition with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(ccreditors; (i) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the samecustodian or a receiver is appointed for, or sell the Vessel "as is," free a writ or order of attachment, execution or garnishment is issued, xxxxxd or made against, any of your property or assets; (j) an application is made by any of your judgment creditors for an order directing us to pay over money that we hold from you or to deliver other of your property; (k) any government authority or any court takes possession of any right substantial part of your property or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction assets or private contract at Builder's assumes control over your affairs, or (l) we in our sole discretion at make a commercially reasonable determination that such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly cancellation is necessary to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestprotect us. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each Upon the occurrence of any one or more of the following shall be deemed events (the “Events of Default, any one an “Event of Default”), Landlord shall have the right to exercise any rights or remedies available in this Lease, at law and in equity. Events of Default shall be: (i) Buyer's Tenant’s failure to make pay any payment required rent or other sum of money payable hereunder on within five (5) days after the date such payment is same becomes due; (ii) Buyer's Tenant’s failure to accept timely perform any of the Vessel terms, covenants or conditions contained in Section 21 (“Subordination”) or Section 25 (“Estoppel Certificates”) of this Lease; (iii) Tenant’s failure to perform any other of the terms, covenants or conditions contained in this Lease (which are not addressed in (i) or (ii) above or (iv), (v) or (vi) below) if not remedied within fourteen thirty (1430) days after receipt of written notice thereof, or if such failure cannot be remedied within such period, Tenant does not within thirty (30) days after written notice thereof commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently prosecute such cure and complete such act or acts within ninety (90) days after written notice thereof; (iv) Tenant shall become bankrupt or insolvent, or file any debtor proceedings, or file pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or file a petition for the appointment of a receiver or trustee for all or substantially all of Tenant’s assets and such petition or appointment shall not have been set aside within sixty (60) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent such petition or generally not pay his debts as such become dueappointment, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general if Tenant makes an assignment for the benefit of creditors, or petitions tor or enters into an arrangement; (v) Tenant vacates or abandons the Premises for a period of thirty (30) days or more; (vi) Intentionally deleted; or (vii) Tenant’s written repudiation or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventanticipatory breach of this Lease. (b) Should In addition to its other rights and remedies, Landlord, upon an Event of Default occurby Tenant, Builder shall havehave the immediate right, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofafter any applicable grace period expressed herein, the right to terminate and cancel this Agreement Lease and/or terminate Tenant’s right of possession and reenter and remove all persons and properties from the Premises and dispose of such property as it deems fit, all without being guilty of trespass or being liable for any damages caused thereby. If Landlord reenters the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) daysPremises, Builder it may either terminate this Agreement by written notice Lease or, from time to Buyer time without terminating this Lease, terminate Tenant’s right of possession and may, at its sole discretion, either complete make such alterations and repairs as may be necessary or appropriate to relet the Vessel Premises and sell relet the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at Premises upon such price and on such other terms and conditions as Builder Landlord deems advisable without any responsibility on Landlord whatsoever to account to Tenant for any surplus rents collected. No retaking of possession of the Premises by Landlord shall deem fitbe deemed as an election to terminate this Lease unless a written notice of such intention is given by Landlord to Tenant at the time of reentry; but, notwithstanding any such reentry or reletting without termination, Landlord may at any time thereafter elect to terminate for such previous default. In the event of such sale an elected termination by Landlord, whether before or after reentry, Landlord may recover from Tenant damages, including the costs of recovering the Premises and any costs incurred in reletting the Premises, and Tenant shall remain liable to Landlord for the total Annual Rent (which may at Landlord’s election be accelerated to be due and payable in full as of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise and recoverable as damages in a lump sum) as would have been payable by Tenant hereunder for the remainder of Builder's remedies the term less the rents actually received from any reletting or, at Landlord’s election, less the reasonable rental value of the Premises for the remainder of the term. In determining the Annual Rent which would be payable by Tenant subsequent to default, except with respect theretoto Minimum Rent (which shall be calculated in accordance with Section 1(g) hereof), the Annual Rent for each Lease Year of the unexpired term shall be equal to the Annual Rent payable by Tenant for the last Lease Year prior to the default, subject to any adjustments thereto provided for herein. If any rent owing under this Lease is collected by or through an attorney, Tenant agrees to pay Landlord’s reasonable attorneys’ fees to the extent allowed by applicable law. Landlord shall use reasonable efforts to mitigate its damages.

Events of Default and Remedies. SECTION 2.01. The occurrence of any one or more of the following events shall constitute an event of default ("Event of Default") hereunder: (a) Each If Mortgagor shall default in the payment of (i) any regular installment of interest and/or principal as and when the same shall have become due and payable under the terms of the following Loan Agreement, or (ii) any other sums required to be paid by Mortgagor pursuant to the Loan Agreement or this Mortgage on the date that such payments are therein or herein required to be made; or (b) If Mortgagor shall breach, or be in default of, any of the covenants or provisions contained in this Mortgage or of any chattel mortgage, other mortgages, security agreement or other document issued thereunder or in connection therewith or herewith and such breach or default is not cured within the applicable cure periods; or (c) If there shall be deemed an "Event of Default" under the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, and in every such case: I. Mortgagee, at its option, may declare the entire unpaid balance of the indebtedness secured hereby to be immediately due and payable, and upon any such declaration the entire indebtedness secured hereby shall become and be immediately due and payable, anything in the Loan Agreement or in this Mortgage to the contrary notwithstanding; II. Mortgagee personally, or by its agents or attorneys may enter into and upon all or any part of the Mortgaged Property, and each and every part thereof, and may exclude the party owning the possessory interest in same, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Mortgaged Property for any lawful purpose and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of Mortgagor, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid, may complete the construction of any Improvements and in the course of such completion may make such changes in the contemplated Improvements as it may deem desirable; may insure or reinsure the same as provided in the Loan Agreement and likewise, from time to time, at the expense of Mortgagor, Mortgagee may make all necessary or proper repairs, renewals, replacements, restorations, alterations, additions, betterments and improvements to the Mortgaged Property or any part thereof and thereon as it may deem advisable; and in every such case Mortgagee shall have the right to manage and operate the Mortgaged Property, possessed as aforesaid, and to carry on the business thereof and exercise all rights and powers of the party owning such property with respect thereto either in the name of such party or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Mortgaged Property and every part thereof; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, replacements, alterations, additions, betterments and improvements and all payments which may be made for taxes, assessments, insurance, in payment of any prior mortgage and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation of Mortgagee for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it properly engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first to the payment of any sums, other than interest and principal on the Loan Agreement required to be paid by Mortgagor under this Mortgage, second, to the payment of interest on the Loan Agreement, third, to the payment of the principal of the Loan Agreement when and as the same shall become payable (whether by acceleration or otherwise) and finally, an amount equal to the early termination fee due and payable under Section 4.2 of the Loan Agreement. III. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may: (i1) Buyer's failure sell the Mortgaged Property to make any payment the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as a single parcel or as more than one parcel, at such time and place, upon such terms, and in such order and after such notice thereof as may be required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementor permitted by law; or (iv2) Buyer shall become insolvent institute proceedings for the complete or generally not pay his debts as partial foreclosure of this Mortgage; or (3) take such become duesteps to protect and enforce its rights or enforce its remedies, whether by action, suit or proceeding at law or in equity, whether for damages or for the specific performance of any covenant, condition or agreement in the Loan Agreement or in this Mortgage, or shall admit in writing his insolvency aid of the execution of any power herein granted or his inability to pay his debts generallyfor any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall make a general assignment elect. IV. On and after the occurrence of an Event of Default, Mortgagor shall pay all rents, issues and profits thereafter received by Mortgagor from the Mortgaged Property to Mortgagee and to the extent not paid shall hold such amounts as trust funds for the benefit of creditors; or any proceeding Mortgagee and such rents, issues and profits shall be instituted deemed "cash collateral" of Mortgagee under 11 U.S.C., as amended. (a) Mortgagee may adjourn from time to time, as permitted by law, any sale to be made by it under or against him seeking by virtue of this Mortgage by announcement at any time and place appointed for such sale or for such adjourned sale or sales; and Mortgagee, without further notice or publication, except as otherwise provided by any applicable provision of law, may make such sale at the time and place to adjudicate hire as bankrupt or insolventwhich the same shall be so adjourned. (b) Should Upon the completion of any sale or sales made by Mortgagee under or by virtue of this Mortgage, Mortgagee, or an Event officer of Default occurany court empowered to do so, Builder shall haveexecute and deliver to the accepted purchaser or purchasers a good and sufficient deed and such other instrument, or instruments, as may be necessary to convey, assign and transfer all estate, right, title and interest in and to the Mortgaged Property and rights sold, but without any covenant or warranty, express or implied, and without any representation, express or implied, as to the existence, or lack thereof, of Hazardous Substances on the Mortgaged Property. Mortgagee is hereby irrevocably appointed the true and lawful attorney of Mortgagor in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold and for that purpose Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, Mortgagor if so requested by Mortgagee shall ratify and confirm any such sale or sales by executing and delivering to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in addition the judgment of Mortgagee, for the purpose, and as may be designated in such request. The receipt of Mortgagee of the Loan Documents, or of the court officer conducting any such sale, for the purchase money paid at any such sale shall be a sufficient discharge therefor to any purchaser of the Mortgaged Property, or any part thereof, sold as aforesaid; and no such purchaser or his representatives, grantees or assigns, after paying such purchase money and receiving such a receipt, shall be bound to see to the right application of such purchase money upon or for the purpose of this Mortgage or the Loan Agreement, or shall be answerable in any manner whatsoever for any loss, misapplication or non-application of any such purchase money or any part thereof, nor shall any such purchaser be bound to charge interest inquire as to the necessity or expediency of any such sale. Any such sale or sales made under or by virtue of this Mortgage (whether made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and case work sale) shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in accordance with equity, of Mortgagor in and to the terms of Section 4 hereofMortgaged Property so sold, the right to terminate this Agreement and dispose of the Vessel shall be a perpetual bar both at law and in accordance with the terms of Section 13(c) below equity against Mortgagor and against any and all other remedies permitted by lawpersons claiming or who may claim the same, or any part thereof from, through or under Mortgagor. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, The purchase money proceeds or sell the Vessel "as is," free avails of any right sale made under or claim by virtue of Buyer. Such sale of the Vessel this Mortgage, together with any other sums which then may be held by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the VesselMortgagee under this Mortgage, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.follows:

Events of Default and Remedies. If any of the following events (“Events of Default”) shall occur, the Issuer will furnish to each Holder prompt (but in any event within any time period that may be specified in this Section 7.01) written notice of the occurrence of any Default or Event of Default, accompanied by a statement of a Financial Officer or other executive officer of the Issuer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto: (a) Each the Issuer shall fail to pay any principal of any Note or Prepayment Premium when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, including upon the occurrence of a Liquidity Event; (b) the Issuer shall fail to pay any interest on any Note or any fee or any other amount (other than an amount referred to in Section 7.01(a)) payable under this Agreement or any other Note Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; (c) default by the Issuer in the delivery when due of all cash and any Conversion Shares or other consideration payable upon prepayment or conversion with respect to the Notes, which default continues for a period of three (3) Business Days; (d) any representation or warranty made or deemed made by or on behalf of the following Issuer or any Subsidiary in this Agreement or any other Note Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Note Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made (it being understood and agreed that any representation or warranty which is subject to any materiality qualifier shall be deemed an Event required to be true and correct in all respects); (e) the Issuer shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.04-507, or Section 6.06; (f) the Issuer shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (c) or (e)), or any other Note Document and such failure shall continue unremedied for a period of Default:(i) 10 days after the earlier of the Issuer’s knowledge of such breach or notice thereof from any Holder to the Issuer if such breach relates to terms or provisions of Section 5.01 of this Agreement or (ii) 30 days after the earlier of the Issuer’s knowledge of such breach or notice thereof from the any Holder if such breach relates to terms or provisions of any other Section of this Agreement; (g) [reserved]; (i) Buyer's failure to make any payment required hereunder on (beyond the date applicable grace or notice period, if any) owing in respect of indebtedness for money borrowed (other than the First Lien Obligations) by the Issuer (whether such payment is dueindebtedness now exists or shall hereafter be created), in an aggregate outstanding principal amount in excess of $5,750,000, or any event or condition occurs that results in such indebtedness becoming due and payable prior to its scheduled maturity; provided that this clause (h) shall not apply to secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness or (ii) any event of default (which event of default shall not have been cured or waived within any applicable grace period) shall occur under the terms of the First Lien Credit Agreement or any other Loan Document (as defined in the First Lien Credit Agreement) (or any document governing any Refinancing Indebtedness thereof), the effect of which results in (x) the acceleration of all or a portion of the First Lien Obligations or declaration that all such First Lien Obligations are due and payable prior to the applicable stated maturity, (y) demand for repayment and (z) termination of any outstanding commitments thereunder; (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect the Issuer or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) Buyer's failure to accept the Vessel within fourteen appointment of a receiver, receiver-manager, trustee, custodian, sequestrator, conservator or similar official for the Issuer or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (1460) days from or an order or decree approving or ordering any of the date on which the Vessel is tendered for deliveryforegoing shall be entered; (j) the Issuer shall (i) voluntarily appoint an administrator or commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.01(i), (iii) Buyer's material breach apply for or consent to the appointment of any an administrator, receiver, receiver-manager, trustee, custodian, sequestrator, conservator or similar official for the Issuer or for a substantial part of his other obligations under this Agreement; or its assets, (iv) Buyer shall become insolvent or generally not pay his debts as file an answer admitting the material allegations of a petition filed against it in any such become dueproceeding, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall (v) make a general assignment for the benefit of creditorscreditors or (vi) take any board of director action for the purpose of effecting any of the foregoing; (k) the Issuer shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally, to pay its debts as they become due; or (l) one or more judgments for the payment of money in an aggregate amount in excess of $5,750,000 in excess of insurance coverage therefor (as provided by an underwriter acceptable to Required Holders, where such underwriter has admitted coverage in writing, and such insurance coverage otherwise fully complies in all respects with this Agreement) shall be rendered against the Issuer, any Subsidiary or any proceeding combination thereof and the same shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues remain undischarged for a period of fifteen twenty (1520) daysconsecutive Business Days during which execution shall not be effectively stayed, Builder or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Issuer or any Subsidiary to enforce any such judgment or the Issuer or any Subsidiary shall fail within twenty (20) Business Days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal and being appropriately contested in good faith by proper proceedings diligently pursued; then, and in every such event (other than an event with respect to the Issuer described in Section 7.01(i) or (j)), and at any time thereafter during the continuance of such event, the Required Holders may, by notice to the Issuer, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately and (ii) declare the Notes then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Notes so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Issuer accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer; and in the case of any event with respect to the Issuer described in Section 7.01(i) or (j), the Commitments shall automatically terminate and the principal of the Notes then outstanding, together with accrued interest thereon and all fees and other obligations of the Issuer accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer. Upon the occurrence and during the continuance of an Event of Default, the Required Holders may increase the rate of interest applicable to the Notes and other Obligations as set forth in this Agreement by written notice and exercise any rights and remedies provided to Buyer the Holders under the Note Documents or at law or equity. It is understood and may, at its sole discretion, either complete agreed that if the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) Notes are accelerated or otherwise incurred by tape Builder become due prior to the Maturity Date, including without limitation as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default set forth in clause (i) or exercise (j) of Builder's remedies Section 7.01 (including the acceleration of claims by operation of law), the Prepayment Premium that would have been payable if the Notes were optionally prepaid pursuant to Section 2.11(a) on such date of acceleration will also automatically be due and payable and shall constitute part of the Obligations with respect theretoto the Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any such Prepayment Premium payable shall be presumed to be the liquidated damages sustained by each Holder as the result of the early prepayment and each of the Holders agrees that it is reasonable under the circumstances currently existing. The Issuer expressly waives (to the fullest extent it may lawfully do so) the provisions of any present or future statute or law that prohibits or may prohibit the collection of the foregoing amounts in connection with any such acceleration, any rescission of such acceleration or the commencement of any proceeding under the Debtor Relief Laws. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay such Prepayment Premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay such Prepayment Premium to Holders as herein described is a material inducement to Holders to enter into this Agreement.

Events of Default and Remedies. (a) Each In addition to those specified in Section 501 of the Base Indenture, each of the following shall be deemed is an “Event of Default” with respect to the Notes: (i1) Buyer's failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01; (2) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of the Company (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary of the Company) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date (other than Indebtedness owed to the Company or a Restricted Subsidiary), if that default: (A) is caused by a failure to make any payment required hereunder pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such payment is duedefault (a “Payment Default”); (iiB) Buyer's failure results in the acceleration of such Indebtedness prior to accept express maturity; and (C) the Vessel within fourteen principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million (14) days from to the date on extent not bonded or covered by independent third-party insurance as to which the Vessel is tendered for delivery;insurer has not disclaimed coverage), or more; and (iii3) Buyer's material breach one or more judgments in an aggregate amount in excess of $100.0 million (to the extent not covered by independent third-party insurance as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any of his other obligations under this Agreement; or (iv) Buyer shall its Restricted Subsidiaries and such judgments have not been vacated or remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventfinal and nonappealable. (b) Should an Event Clause (3) of Default occur, Builder Section 501 of the Base Indenture shall have, in addition not apply to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawNotes. (c) In the event that an Event Clauses (1), (2), (4), (5), (6) and (7) of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale Sections 501 of the Vessel Base Indenture are deleted and replaced in their entirety by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and the following: (1) default for 30 consecutive days in the payment when due of interest on such other terms and conditions as Builder shall deem fit. In the event of such sale Notes; or” (2) default in payment when due of the Vessel, the amount principal of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interestpremium, if any balance remains. If any, on the proceeds Notes (including default in payment when due in connection with the purchase of sale are insufficient Notes tendered pursuant to pay a Change of Control Offer or Net Proceeds Offer on the date specified for such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay payment in the deficiency applicable offer to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.purchase); or”

Events of Default and Remedies. 13.1. The Licensee shall be in breach of this Agreement in the event of (a) Each of the following shall be deemed an Event of Default: (i) Buyer's The Licensee’s failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from or before the date on which such payment becomes due and payable and the Vessel is tendered continuation of such failure unremedied for deliverythirty (30) days after written notice thereof has been given to the Licensee by Bio-Products; (iiib) Buyer's material The Licensee’s failure to observe or perform any covenant, condition or agreement contained in this Agreement and the continuation of such failure unremedied for thirty (30) days after written notice thereof has been given to the Licensee by Bio-Products, unless such breach of any of his other obligations under this Agreementcan not be remedied within such thirty (30) days for reasons beyond the Licensee’s control, in which case the Licensee shall have a reasonable time within which to remedy such breach; or (ivc) Buyer Any warranty or representation made herein by the Licensee and contained in this Agreement, shall become insolvent prove to have been false, misleading or generally not pay his debts incorrect in any material respect as such become dueof the date made, or shall admit have failed to state a fact necessary in writing his insolvency or his inability order to make the statements made not misleading. No termination of this Agreement shall relieve the Licensee of the obligation to pay his debts generallyto Bio-Products all royalties, fees, and other payments accrued at the time of the termination. 13.2 Bio-Products shall be in default of this Agreement in the event of: (a) Bio-Products’ failure to observe or perform any covenant, condition or agreement contained in this Agreement or in the UAH License and the continuation of such failure unremedied for thirty (3.0) days after written notice thereof shall have been given to Bio-Products by the Licensee; (b) Any warranty or representation made herein by or on behalf of Bio-Products, contained in this Agreement or in the UAH License, shall prove to have been false, misleading or incorrect in any material respect as of the date made, or shall have failed to state a fact necessary in order to make a general assignment the statements made not misleading; or (c) If at any time BM-Products defaults in its duties in connection with, or by its conduct attempts to or actually terminates the UAH License which default and/or termination affects or terminates the ability of Bio-Products to grant the license contained in this Agreement, or affects or terminates Licensee’s ability to continue operation of existing plants or build new plants. 13.3 The Licensee shall have the following remedies for breach or default of this Agreement or the benefit UAH License by Bio-Products: (a) Upon Bio-Products’ breach or termination of creditors; the UAH License or this Agreement, such that the breach or termination has affected the ability of Licensee to continue operation of existing plants and preclusion of building new plants, the Licensee may at its option terminate this Agreement and contract directly with UAH as provided in this Agreement., The Licensee and any proceeding sub-licensee shall be instituted by utilize the Technology, free of any royalties, fees, and other amounts accrued through the date of such default or against him seeking to adjudicate hire as bankrupt or insolventbreach and thereafter. (b) Should an Event of Default occur, Builder shall have, in In addition to any other right or remedy available to the right to charge interest and case work Licensee under this Agreement or in accordance with law or equity, upon Bio-Products’ breach or default of this Agreement or the terms of Section 4 hereofUAH License, the right Licensee shall be entitled to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below withhold and/or offset any and all royalties or other remedies permitted by lawfees due to Bio-Products under this Agreement. (c) In Notwithstanding anything to the event that an Event of Default occurs and continues for a period of fifteen (15) dayscontrary in this Agreement, Builder the Licensee may terminate this Agreement by at any time upon six (6) months prior written notice to Buyer Bio-Products, at which time the Licensee will cease utilizing the Technology, and pay to Bio-Products any royalties, fees and other amounts accrued through the date of such termination. Immediately upon termination of this Agreement all rights, privileges and licenses granted to the Licensee hereunder shall revert to Bio-Products, including all sub-licenses of facilities granted by the Licensee. 13.4 Upon the Licensees’ breach of this Agreement and it’s failure to cure said breach as provided above in 13.1, Bio-Products may, at its sole discretionoption, either complete (i) terminate this Agreement, at which time Licensee shall cease utilizing the Vessel Technology and sell such termination shall relieve Licensee of its obligations to pay Bio-Products any further royalties or fees other than those fees and royalties already accrued through the same, or sell the Vessel "as is," free date of any right or claim of Buyer. Such sale of the Vessel termination and all sub-licenses granted by Builder Licensee shall be either assigned to Bio-Products; or (ii) Bio-Products may seeks to recover such damages to which it may be entitled by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselapplicable law, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, including but not limited to, equitable and injunctive relief. (a) Upon Bio-Products’ breach or termination of the cost UAH License or this Agreement, such that the breach or termination has affected the ability of preparingLicensee to continue operation of existing plants and preclusion of building new plants, completing the Licensee may at its option terminate this Agreement and marketing contract directly with UAH as provided in this Agreement., The Licensee and any sub-licensee shall utilize the Vessel Technology, free of any royalties, fees, and reasonable attorneys' feesother amounts accrued through the date of such default or breach and thereafter. (b) Neither of the Parties nor the arbitrator may disclose the existence, content or otherwise incurred by tape Builder as a result results of Buyer's defaultany arbitration hereunder without the prior written consent of the Parties except to counsel, secondly accountants, and other need to the payment of all costs know professionals. (c) All fees and expenses of construction the arbitration shall be born by the Parties equally. However, each Party shall bear the expense of the Vessel incurred by Builder less the installmentsits own counsel, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contractexperts, plus accrued interest on all such amounts at eighteen percent (18%) per annumwitnesses, and finally to the repayment preparation and presentation of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestproofs. (d) In addition the event that a claim or controversy over the right of any Party to the foregoing, Buyer terminate this Agreement shall be liable submitted for all legal fees arbitration, this Agreement shall continue in full force and other costs effect, and expenses incurred by Builder by reason the termination shall be of no effect, until the arbitrator renders a final decision.. 13.6 In the event of the occurrence commencement of any Event a voluntary case under the Bankruptcy Code by the Licensee, or Licensee’s acquiescence in an involuntary petition under the Bankruptcy Code which voluntary or involuntary case remains undismissed for a period of Default ninety (90) days or exercise more, the right and license conferred under this Agreement shall automatically become and shall thereafter be null and void. The commencement of Builder's remedies with respect thereto.a voluntary case under the Bankruptcy Code by Bio-Products, or Bio-Products’ acquiescence in an involuntary petition under the Bankruptcy Code, which voluntary or involuntary case remains undismissed for a period of ninety (90) days or more, shall be treated as a material breach of the Agreement,

Events of Default and Remedies. (a) Each Termination - Time is of the essence herein and it is understood and agreed that Secured Party may, at its option and notwithstanding any inconsistent terms in any agreement between Debtor and Chrysler Corporation and/or Secured Party with respect to the receivable underlying any Receivable Purchase Advance by Secured Party, terminate this Agreement, refuse to advance funds hereunder, convert outstanding installment payment obligations to payment on Vehicle sale obligations, and declare the aggregate of all Advances outstanding hereunder immediately due and payable upon the occurrence of any of the following shall be deemed events (each hereinafter called an Event of Default:), and that Debtor's liabilities under this sentence shall constitute additional obligations of Debtor secured under this Agreement. (ia) Buyer's failure Debtor shall fail to make any payment required hereunder on to Secured Party, whether constituting the date such principal amount of any Advance, interest thereon or any other payment is duedue hereunder, when and as due in accordance with the terms of this Agreement or with any demand permitted to be made by Secured Party under this Agreement or any Promissory Note, or shall fail to pay when due any other amount owing to Secured Party under any other agreement between Secured Party and Debtor, or shall fail in the due performance or compliance with any other term or condition hereof or thereof, or shall be in default in the payment of any liabilities constituting indebtedness for money borrowed or the deferred payment of the purchase price of property or a rental payment with respect to property material to the conduct of Debtor's business; (iib) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of A tax lien or notice thereof shall have been filed against any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent the Debtor's property or generally not pay his debts as such become duea proceeding in bankruptcy, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding receivership shall be instituted by or against him seeking to adjudicate hire as bankrupt Debtor or insolvent. (b) Should Debtor's property or an Event assignment shall have been made by Debtor for the benefit of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.creditors; (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder Secured Party deems itself insecure for any reasonable losses due reason or the Vehicles are deemed by Secured Party to rescission be in danger of misuse, loss, seizure or confiscation or other disposition not authorized by this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.Agreement; (d) In addition Termination of any franchise authorizing Debtor to sell Vehicles; (e) A misrepresentation by Debtor for the purpose of obtaining credit or an extension of credit or a refusal by Debtor to execute documents relating to the foregoingCollateral and/or Secured Party's security interest therein or to furnish financial information to Secured Party at reasonable intervals or to permit persons designated by Secured Party to examine Debtor's books or records and to make periodic inspections of the Collateral; or (f) Debtor, Buyer without Secured Party's prior written consent, shall guarantee, endorse or otherwise become surety for or upon the obligations of others except as may be liable for done in the ordinary course of Debtor's business, shall transfer or otherwise dispose of any proprietary, partnership or share interest Debtor has in his business, or all legal fees and other costs and expenses incurred by Builder by reason or substantially all of the assets thereof, shall enter into any merger or consolidation, if a corporation, or shall make any substantial disbursements or use of funds of Debtor's business, except as may be done in the ordinary course of Debtor's business, or assign this Agreement in whole or in part or any obligation hereunder. Upon the occurrence of any an Event of Default Default, Secured Party may take immediate possession of said Vehicles without demand or further notice and without legal process; and for the purpose and furtherance thereof, Debtor shall, if Secured Party so requests, assemble the Vehicles and make them available to Secured Party at a reasonably convenient place designated by Secured Party and Secured Party shall have the right, and Debtor hereby authorizes and empowers Secured Party to enter upon the premises wherever said Vehicles may be, to remove same. In addition, Secured Party or its assigns shall have all the rights and remedies applicable under the Uniform Commercial Code or under any other statute or at common law or in equity or under this Agreement. Such rights and remedies shall be cumulative. Debtor hereby agrees that it shall pay all expenses and reimburse Secured Party for any expenditures, including reasonable attorneys fees and legal expenses, in connection with Secured Party's exercise of Builder's any of its rights and remedies with respect theretounder this Agreement.

Events of Default and Remedies. (a) Each Upon the occurrence of any one or more of the following shall be deemed an Event events (the "Events of Default"), Lessor shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) BuyerLessee's failure to make pay when due any payment required rental or other sum of money payable hereunder on the date within fifteen (15) days after such payment is becomes due; (ii) BuyerFailure by Lessee to perform any other of the terms, covenants or conditions contained in this Lease if not remedied within thirty (30) days after written notice thereof; (iii) Lessee becomes bankrupt or insolvent, or files any debtor proceedings, or files pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, or files a petition for the appointment of a receiver or trustee for all or substantially all of Lessee's failure to accept the Vessel assets, and such petition or appointment is not set aside within fourteen sixty (1460) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent such petition or generally not pay his debts as such become dueappointment, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general Lessee makes an assignment for the benefit of creditors; or (iv) Lessee vacates, abandons, or fails to operate in the Premises or any proceeding shall substantial part thereof for thirty (30) or more consecutive days or allows its leasehold estate to be instituted by taken under any writ of execution and such writ is not vacated or against him seeking to adjudicate hire as bankrupt or insolventset aside within thirty (30) days. (b) Should In addition to its other remedies, Lessor, upon an Event of Default occurby Lessee, Builder shall have, in addition to have the immediate right to charge interest and case work in accordance with reenter the terms Premises provided such reentry can be accomplished without a breach of Section 4 hereofthe peace. If Lessor reenters the Premises, the right to it may either terminate this Agreement Lease or from time to time without terminating the Lease make such alterations and dispose of repairs as may be necessary or appropriate to relet the Vessel in accordance with Premises, and relet the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at Premises upon such price and on such other terms and conditions as Builder Lessor deems advisable under general market conditions. No retaking of possession of the Premises by Lessor shall deem fitbe deemed as an election to terminate this Lease; however, the entering into of a new lease by Lessor for the Premises shall be deemed a termination of the Lease. In Lessee shall, however, remain liable for rentals due up to the event time of such sale termination, all shortages in rentals due after the time of the Vessel, the amount of the sale proceeds received by Builder such termination and shall also be applied firstly to all responsible for costs and expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise , incurred by tape Builder as a result of Buyer's default, secondly to Lessor in connection with the payment of all costs and expenses of construction retaking of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission Premises. Formal notice of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason termination of the occurrence of Lease may also be given at any time by Lessor to Lessee in writing following an Event of Default or exercise of Builder's remedies with respect theretoby Lessee.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Lenders' Agent may then, or at any time thereafter, so long as such default shall continue, foreclose the Lenders' lien or security interest in the Collateral in any way permitted by law, or upon ten (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1410) days from prior written notice to the date Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Lenders' Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Lenders' Agent, in its sole discretion, may elect, and at any such sale, the Lenders may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventLenders' Agent may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Lenders may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower's liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrower may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Lenders' Agent shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrower expressly waives. (d) In addition The Lenders' Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 7, any Proceeds received by the Lenders' Agent from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Lenders in connection with such sale or collection, including without limitation reasonable attorneys' fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Lenders' Agent in its sole discretion may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default and delivery of a written request, the Borrower shall promptly upon demand by the Lenders' Agent assemble the Equipment, Inventory and Fixtures and make them available to the Lenders' Agent at a place or exercise places to be designated by the Lenders' Agent. The rights of Builder's remedies with respect theretothe Lenders' Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Lenders may, at their election, enforce such right by an action in equity for injunctive relief or specific performance. If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any event, the Lenders have the right to use and operate under all trade names under which the Borrower does business.

Events of Default and Remedies. (a) Each of the following shall be deemed The Class A Indenture will define an Event of Default: (i) Buyer's failure Default to have occurred whenever, among other things, Jamboree LLC fails to make any payment required hereunder in respect of principal of or premium on the date Class A Notes when the same becomes due and payable and such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete 5 Business Days after the Vessel and sell the samedue date of such payment, or sell fail to make any payment when due of interest on the Vessel "as is," free Class A Notes and such failure continues for a period of any right or claim of Buyer. Such sale of 10 days after the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event due date of such sale payment; or certain statements made in this Disclosure Statement or the Collateral Documents prove to contain any untrue statement of a material fact or omit to state a material fact; or Jamboree LLC fails to perform or observe certain terms, covenants or agreements contained in the VesselClass A Indenture, the Plan or the Collateral Documents, subject, in certain instances to a 30 day cure period; or Jamboree LLC fails, after any applicable grace period, to pay any principal of or premium, if any, or interest on the Class B Senior Subordinated Secured Notes or any of its other Indebtedness, in an amount exceeding $200,000 (excluding the Class A Notes), when the same becomes due and payable; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the sale proceeds received maturity of such Indebtedness; or any such Indebtedness is declared to be due and payable, or required to be prepaid (other than by Builder shall be applied firstly a regularly scheduled required prepayment), prior to all expenses attending such sale (includingthe stated maturity thereof; or certain events of bankruptcy, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) insolvency or otherwise incurred by tape Builder as a result of Buyer's default, secondly reorganization occur with respect to Jamboree LLC; or any final judgment or order for the payment of all costs money in excess of $100,000 amount is rendered against Jamboree LLC and expenses either enforcement proceedings have been commenced by any creditor upon such judgment or order or 30 consecutive days shall have passed without a stay of construction such judgment or order; or the Class A Indenture or the Collateral Documents, for any reason, cease to create a valid first priority lien (except for liens expressly permitted to be senior to the New Deed of Trust in the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer Class A Indenture and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest Collateral Documents) on all such amounts at eighteen percent (18%) per annum, and finally collateral with respect to the repayment Class A Notes having a value in excess of Buyer without interest$100,000; or Jamboree LLC fails to pay any Imposition prior to delinquency or, if any balance remains. If the proceeds of sale are insufficient Jamboree LLC is prohibited by law from paying such Imposition, Jamboree LLC fails to pay such total costs and any reasonable losses as aforesaid, Buyer Imposition within 180 days of Jamboree LLC's receipt of notice of such prohibition; or Jamboree LLC shall promptly pay fail to perform its obligations under the deficiency to the Builder upon requestPlan. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each of the following shall be deemed is an event of default (an “Event of Default”): (1) default in any payment of interest on any Note when due, continued for 30 days; (2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture; (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default: (iA) Buyer's is caused by a failure to make any payment required hereunder on pay principal at the date final Stated Maturity of such payment is due; Indebtedness (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreementa “Payment Default”); or (ivB) Buyer shall become insolvent results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or generally the maturity of which has been so accelerated, aggregates $25.0 million or more; (6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay his debts such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed; (7) except as such become duepermitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or shall admit AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing his insolvency under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture; (8) the Company, AdaptHealth Intermediate or his inability any Restricted Subsidiary that is a Significant Subsidiary of the Company pursuant to pay his debts generally, or shall make within the meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent.of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case; (bB) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose appoints a custodian of the Vessel in accordance with Company or any of the terms Company’s Restricted Subsidiaries that is a Significant Subsidiary of Section 13(c) below and the Company for all other remedies permitted by law.or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or (cC) In orders the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale liquidation of the Vessel by Builder shall be either by public auction Company or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale any of the Vessel, the amount Company’s Restricted Subsidiaries that is a Significant Subsidiary of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (includingCompany, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder order or decree remains unstayed and in effect for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request60 consecutive days. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event occur or shall exist, the Lender may upon the expiration of Default: the applicable Cure Period or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1415) days from prior written notice to the date Borrower and GTA, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Lender, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Lender, in its sole discretion, may elect, and at any such sale, the Lender may bid for and become the purchaser of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventLender may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Lender may upon the expiration of the applicable Cure Period, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower or GTA, without affecting the Borrower's or GTA's liability under this Agreement and dispose or the Note. Each of the Vessel in accordance with Borrower and GTA waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and any other notices to which the terms of Section 13(c) below and all other remedies permitted by lawBorrower or GTA may be entitled. (c) In If any one or more of the event that Events of Default shall occur or shall exist and be continuing following the expiration of the applicable Cure Period, then in any such event, the Lender shall have such additional rights and remedies in respect of the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Borrower and GTA expressly waive. (d) The Lender shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 6, any Proceeds received by the Lender from insurance, first to the payment of the reasonable costs and expenses incurred by the Lender in connection with such sale or collection, including without limitation reasonable attorneys' fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Lender, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default and such Event of Default's continuance following the expiration of the applicable Cure Period, the Borrower and GTA shall promptly upon written demand by the Lender assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or places to be designated by the Lender. The rights of the Lender under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Lender may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond. (f) Notwithstanding anything herein to the contrary, if an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice is cured prior to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale end of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale Cure Period (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any an Event of Default or exercise pursuant to Section 6.1(d) of Builder's remedies with respect theretothe Bridge Loan Agreement), the Borrower shall use its best efforts to ensure that the Merger and the Transactions, as such terms are defined in the Bridge Loan Agreement, are consummated.

Events of Default and Remedies. (a) Each Any of the following events of default by El Paso shall be deemed constitute an "Event of Default:" and give rise to the rights on the part of the Trustee described in Section 19(b): (i) Buyer's failure to make default in the payment of any payment required amount payable by El Paso hereunder on the date for 30 days after such payment is due;; or (ii) Buyer's failure to accept perform or observe any other term, covenant or agreement contained in this Contract or in any other agreement between El Paso and the Vessel within fourteen (14) Trustee on El Paso's part to be performed or observed, which such failure shall remain unremedied for 30 days from after written notice thereof shall have been given to El Paso by the date on which the Vessel is tendered for delivery;Trustee; or (iii) Buyer's any representation or warranty made by El Paso herein, in the Assignment Agreements or in any document or certificate furnished to the Trustee or any other party in connection herewith or therewith or pursuant hereto or thereto shall prove at any time to be incorrect as of the date made in any material breach of any of his other obligations under this Agreementrespect; or (iv) Buyer shall become the institution of any proceeding by or against El Paso seeking to adjudicate it a bankrupt or insolvent or generally not pay his seeking reorganization, arrangement, adjustment, liquidation or compensation of it or its debts as such become dueunder any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or shall admit in writing his insolvency or his inability to pay his debts generallyseeking appointment of a receiver, trustee, or shall make a general similar official or for any substantial part of its property and, if instituted against El Paso, consent thereto by El Paso or failure by El Paso for 60 days to stay such proceeding, or the taking of any action by El Paso to authorize any of the actions set forth above; or (v) the termination of existence or business failure of, or the making of an assignment for the benefit of creditorscreditors by El Paso; or (vi) admission in writing by El Paso of its in- ability to pay its debts; or (vii) this Contract or the Trust Agreement shall terminate or cease to be in full force and effect for any proceeding shall be instituted by or against him seeking reason (other than pursuant to adjudicate hire as bankrupt or insolventSection 17 hereof). (b) Should an Upon the occurrence and during the continuance of any Event of Default occurDefault, Builder shall havethe Trustee may in its discretion do any one or more of the following: (i) proceed by appropriate judicial proceedings, either at law or in equity, to enforce performance or observance by El Paso of the applicable provisions of this Contract, or to recover damages for the breach thereof; or (ii) without limiting the generality of clause (i) above, the Trustee may, at its option, in addition to all other rights and remedies provided hereunder or under applicable law, without regard to whether any· or all of such other rights and remedies have been or are to be exercised, in its own name or the right name of El Paso, demand, xxx upon or otherwise enforce the Assigned Agreements with full power as though the Trustee were the party named in the Assigned Agreements, and amend, revise, release or otherwise change the same as may seem proper to charge interest the Trustee in its sole discretion and case work exercise all other rights of El Paso under the Assigned Agreements in accordance with such manner as it may determine. The exercise by the terms Trustee of Section 4 hereofthe rights and remedies granted it in this clause (ii) shall not be considered a waiver of any Event of Default. (iii) without limiting the generality of Clauses (i) or (ii) above, upon the right to occurrence and during the continuance of an Event of Default, El Paso agrees that the Trustee may (but shall not be obliged to), at its sole election, perform for El Paso under any and all Assigned Agreements. (iv) terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawContract. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoingremedies of the Trustee provided in Section 19(b) above, Buyer the Trustee shall be liable for entitled to recover from El Paso all legal fees and other costs losses, damages and expenses incurred sustained by Builder the Trustee by reason of the occurrence of any Event of Default or exercise of Builder's such default and to all other remedies with respect theretoprovided by law.

Events of Default and Remedies. An Event of Default generally is: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, any of the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of the principal of or premium, if any, on any of the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company to comply with certain of its agreements in the Indenture and the Notes; (iv) failure by the Company or any Restricted Subsidiary for 30 days after notice to comply with any of its covenants or agreements in the Indenture or the Notes other than those referred to in clauses (i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) Each is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the following shall be deemed an Event of grace period provided in such Indebtedness (a "Payment Default: (i") Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event results in the acceleration of Default occur, Builder shall havesuch Indebtedness prior to its express maturity and, in addition each case described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry; and (vii) certain events of bankruptcy or insolvency with respect to the right Company or any of its Significant Subsidiaries that is a Restricted Subsidiary. Subject to charge interest and case work certain limitations in accordance with the terms of Section 4 hereofIndenture, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that if an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselis continuing, the Trustee or the Holders of at least 25% in principal amount of the sale proceeds received by Builder shall be applied firstly to then outstanding Notes may declare all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason principal amount of the occurrence Notes, accrued and unpaid interest thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of any an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of Builder's remedies with respect theretoany trust or power. The Company must furnish an annual compliance certificate to the Trustee.

Events of Default and Remedies. Without notice or demand (which are hereby waived), the entire unpaid principal balance of and all accrued interest on this Note shall immediately become due and payable at the option of the holder hereof upon the occurrence of any one or more of the following events of default (each an "Event of Default"): (a) Each the failure or refusal of Maker to pay all or any part of the following shall be deemed an Event principal of Default: (i) Buyer's failure to make any payment required hereunder or accrued interest on this Note as and when the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolvent. (b) Should an Event of Default occur, Builder shall have, in addition to the right to charge interest same becomes due and case work payable in accordance with the terms hereof within ten days of Section 4 hereofwritten notice by Payee of such non-payment; (b) the occurrence of an Event of Default under that certain Security Agreement dated as of even date herewith by and between Payee, as Secured Party, and Maker, as Debtor (the right "Security Agreement"), and the continuation of such Event of Default for a period of 30 days after written notice thereof is delivered by Payee to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law.Maker; or (c) In Maker shall (i) become insolvent within the event meaning of the Bankruptcy Code of the United States, as amended, (ii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law (meaning the Bankruptcy Code of the United States, as amended, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally), or (iii) be made the subject of any involuntary proceeding provided for by any Debtor Relief Law that could suspend or otherwise materially affect any of the rights of the holder hereof. Upon the occurrence of an Event of Default occurs Default, the holder of this Note may (a) offset against this Note any sum or sums owed by the holder hereof to Maker, and continues for a period of fifteen (15b) days, Builder may terminate this Agreement proceed to protect and enforce its rights either by written notice to Buyer and may, suit in equity and/or by action at its sole discretion, either complete the Vessel and sell the samelaw, or sell by other appropriate proceedings, whether for the Vessel "as is," free specific performance of any right covenant or claim of Buyer. Such sale agreement contained in this Note or any document or instrument executed and delivered by Maker in connection with this Note or in aid of the Vessel exercise of any power or right granted by Builder shall be either this Note or any document or instrument executed and delivered by public auction Maker in connection with this Note or private contract at Builder's sole discretion at such price and on such to enforce any other terms and conditions as Builder shall deem fit. In the event of such sale legal or equitable right of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission holder of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestNote. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.

Events of Default and Remedies. (a) Each The occurrence of any of the following shall be deemed an "Event of Default: " hereunder: (ia) Buyer's failure of any Borrower to make any payment required hereunder on when due under this Note or under any other note or obligation of Borrower to Lender; (b) an Event of Default under the date such payment is due; (ii) Buyer's failure to accept Security Documents, or any default under any of the Vessel within fourteen (14) days from following that does not have a defined set of "Events of Default" and the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach lapse of any notice or cure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) if any Borrower or endorsers or Guarantors of his other obligations under this Agreement; or Note shall (ivi) Buyer shall become insolvent or generally not pay his debts as such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; or , (ii) have a petition initiating any proceeding shall be instituted under the Bankruptcy Code filed by or against him seeking one or more of them, (iii) have a receiver, trustee, or custodian appointed for all or any material part of their respective assets, or (iv) seek to adjudicate hire make an adjustment, settlement or extension of their respective debts with his, her or its (as bankrupt the case may be) creditors generally; (d) a default with respect to any other indebtedness of any Borrower or insolvent. any Guarantor for borrowed money; (be) Should a proceeding being filed by or commenced against any Borrower or any Guarantor of this Note for dissolution or liquidation, or any Borrower or any Guarantor of this Note voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in the event a judgment or writ or order of attachment or garnishment is made and issued against any Borrower or any Borrower’s property; (g) in the event that this Note or any guaranty executed by any Guarantor is secured, the failure of Borrower or any Guarantor to provide Lender with additional collateral if in the opinion of Lender at any time or times, the market value of any of the collateral securing this Note or any guaranty has depreciated; (h) the revocation or attempted revocation, in whole or in part, of any guaranty by any Guarantor or the death of any Borrower or any Guarantor (if an individual); (i) any representation or warranty made by any Borrower or Guarantor to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of any Borrower or any Guarantor to Lender, is false or erroneous in any material respect; (j) the failure of any Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with the Loan(s), including but not limited to this Note or any of the Security Documents; (k) in the event Lender in good xxxxx xxxxx itself insecure with respect to payment of this Note, or in good faith believes the prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Xxxxxx’s perfection in any of the Collateral is impaired; or (l) the failure of any Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document, including but not limited to the Security Documents or any documents now or in the future securing the obligations of any Borrower or any Guarantor to Lender. As used herein, the term "Guarantor" will mean any guarantor of the obligations of Borrower to Lender whether existing on the date of this Note or arising in the future, or any person who pledges particular Collateral for the security of this Note whether or not the debt itself is guaranteed, existing on the date of this Note or arising in the future. Upon the occurrence of an Event of Default occurDefault: (i) the outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, Builder shall have, in addition to at the right to charge interest and case work in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose option of the Vessel in accordance holder and without demand or notice of any kind (which are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the terms date of Section 13(c) below and all other remedies permitted by law. (c) In the event that an occurrence of the Event of Default occurs and continues for a period of fifteen bear interest at the Default Rate, (15iii) days, Builder may terminate this Agreement by written notice Borrower will pay to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to Lender all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' ’ fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request. (d) In addition to the foregoing, Buyer shall be liable for all legal fees and other court costs and expenses incurred by Builder Xxxxxx in connection with Xxxxxx's efforts to collect the indebtedness evidenced by reason the Note, and (iv) Lender may exercise from time to time any of the occurrence of any Event of Default rights and remedies available to the holder under the Security Documents or exercise of Builder's remedies with respect theretounder applicable law.

Events of Default and Remedies. Section 2.1. If one or more of the following Events of Default shall happen, that is to say: (a) Each of the following shall be deemed an Event of Default: if (i) Buyer's failure to make any default shall be made in the payment required hereunder on of the date such payment is due; principal and interest due under the Loan Agreement or the Notes at maturity, whether by acceleration or otherwise, (ii) Buyer's failure to accept default shall be made in the Vessel within fourteen payment of any principal or interest due under the Loan Agreement or the Notes, when and as the same shall become due and payable, other than at maturity, and such default shall have continued for a period of ten (1410) days from the date on which the Vessel is tendered for delivery; days, or (iii) Buyer's material breach default shall be made in the payment of any of his other obligations fee or amount due under the Loan Agreement, the Notes or under this AgreementMortgage and said default shall have continued for a period of twenty (20) business days after written notice thereof shall have been given to the Mortgagor by the Mortgagee; or (ivb) Buyer if default shall become insolvent be made in the due observance or generally performance of any covenant or agreement on the part of the Mortgagor in this Mortgage contained (other than those covered in clause (a) above) and such default shall have continued for a period of thirty (30) days after written notice thereof shall have been given to the Mortgagor by the Mortgagee, provided however that if such default is of a nature that the same cannot pay his debts reasonably be cured within said thirty (30) days, it shall not be an Event of Default so long as the Mortgagor diligently continues to pursue such become duecure, but in no event shall such cure period extend beyond an additional reasonable period of time not to exceed one hundred twenty (120) days; or (c) if by the order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Mortgaged Property, or any part thereof, or of the Mortgagor shall be appointed and such order shall not be discharged or dismissed within ninety (90) days after such appointment; or (d) if the Mortgagor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall admit consent to the entry of an order for relief in writing his insolvency an involuntary case under any such law or his inability to pay his debts generallythe appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Mortgagor or of any substantial part of its property, or if the Mortgagor shall make a any general assignment for the benefit of creditors, or if the Mortgagor shall fail generally to pay its debts as such debts become due, or if the Mortgagor shall take any action in furtherance of any of the foregoing; or (e) if any of the creditors of the Mortgagor shall commence against the Mortgagor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and if such case shall not be discharged or dismissed within ninety (90) days after the date on which such case was commenced; or (f) if final judgment for the payment of money in excess of $250,000.00 in the aggregate shall be rendered against the Mortgagor and the Mortgagor shall not discharge the same or cause it to be bonded to the Mortgagee's reasonable satisfaction, or paid within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal within the aforementioned sixty (60) day period, and shall not, after the expiration of such stay, immediately discharge or bond such judgment to the Mortgagee's reasonable satisfaction; or (g) if the Mortgagor fails to discharge or bond to the Mortgagee's reasonable satisfaction any judgment lien filed against the Mortgaged Property, or any proceeding portion thereof, within twenty (20) days after notice to do so from the Mortgagee; or (h) intentionally omitted; or (i) if the Mortgagor sells, transfers, assigns, leases (except as expressly permitted herein), conveys, mortgages or encumbers the Mortgaged Property or any part of the Mortgaged Property or any interest in the Mortgaged Property without the prior written consent of the Mortgagee; or (j) if a default beyond any applicable notice, grace and/or cure period occurs under any mortgage encumbering the Mortgaged Property or any part thereof (which mortgage would only be permitted with the prior written consent of the Mortgagee), including any other mortgage held by the Mortgagee encumbering the Mortgaged Property, or any part thereof; or (k) intentionally omitted; or (l) intentionally omitted; or (m) intentionally omitted; or (n) if the Mortgagor defaults under any covenant or agreement, or materially breaches any representation or warranty, contained in the Loan Agreement or defaults under any other agreement with the Mortgagee pertaining to the Mortgaged Property or the Indebtedness and such default continues beyond the expiration of any applicable notice, grace and/or cure period; or (o) if the Mortgagor is dissolved, or is re-incorporated, or if the Mortgagor's certificate of incorporation or by-laws are materially modified or amended without the Mortgagee's prior written consent; provided however if such modification or amendment does not adversely affect the rights of the Mortgagee or the Lenders, any such amendment or modification shall not be deemed to be an Event of Default; or (p) if any certificate, written statement, representation, warranty or financial statement furnished to the Mortgagee by or on behalf of the Mortgagor (including, without limitation, representations and warranties contained herein) shall prove to have been false in any material adverse respect at the time as of which the facts therein set forth were certified, or to have omitted any substantial contingent or unliquidated liability or claim against the Mortgaged Property or if on the date of the execution of this Mortgage there shall have been any material adverse change in any of the facts disclosed by any such statement or certificate, which change shall not have been disclosed in writing by or on behalf of the Mortgagor to the Mortgagee at or prior to the time of such execution; or (q) if (i) the Improvements are substantially damaged, demolished or destroyed in whole or in part, and (ii) the insurance proceeds have been obtained from the insurance company, and (iii) the Mortgagee makes the insurance proceeds available to the Mortgagor for restoration pursuant to the terms of this Mortgage, and (iv) the Mortgagor shall have failed to promptly commence and diligently prosecute the restoration of the Improvements and Chattels in accordance with the provisions of the Section 1.09(h) of this Mortgage, and (v) such default continues for thirty (30) days after notice from Mortgagee; then and in each and every such case: (i) The Mortgagee, by written notice given to the Mortgagor, may declare the Indebtedness then outstanding (if not then due and payable), to be due and payable immediately, and upon any such declaration the Indebtedness shall be instituted immediately due and payable, anything in the Loan Agreement, the Notes or in this Mortgage to the contrary notwithstanding. The Indebtedness shall automatically be due and payable immediately, without demand or notice of any kind, during the continuance of an Event of Default under Sections 2.1 (c), (d) and (e) hereof. (ii) The Mortgagee personally, or by its agents or against him seeking attorneys, may enter into and upon all or any part of the Mortgaged Property (at reasonable times during normal business hours and after reasonable prior notice) and each and every part thereof, whereof it shall become possessed as aforesaid; having and holding the same, may use, operate, manage and control the Mortgaged Property and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; upon every such entry, the Mortgagee, at the expense of the Mortgaged Property, from time to adjudicate hire time, may maintain and restore the Mortgaged Property, may complete the construction of any of the Improvements and in the course of such completion may make such changes in the contemplated Improvements as bankrupt it may deem desirable and may insure the same; likewise, from time to time, at the expense of the Mortgaged Property, the Mortgagee may make all necessary or insolventproper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as it may deem advisable; in every such case the Mortgagee shall have the right to manage and operate the Mortgaged Property and to carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise as it shall deem best; the Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Mortgaged Property and every part thereof, all of which shall for all purposes constitute property of the Mortgagee; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property, or any part thereof, as well as reasonable compensation for the services of the Mortgagee and for all of the Mortgagee's attorneys and agents, the Mortgagee shall apply the moneys arising as aforesaid to the payment of the Indebtedness in the manner and in the amounts as the Mortgagee shall elect in its sole discretion. (iii) Upon the occurrence of any such Event of Default, the Mortgagee, with or without entry, personally or by its agents or attorneys, may: (1) after reasonable prior written notice to Mortgagor, sell the Mortgaged Property, or any part thereof, to the extent permitted and pursuant to the procedures provided by applicable law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as a single entity or in parcels, and at such time and place upon such terms and after such notice thereof as may be required or permitted by law; or (2) institute and maintain proceedings for the complete or partial foreclosure of this Mortgage; or (3) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Loan Agreement, the Notes or in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall elect. (a) The Mortgagee may adjourn from time to time any sale to be made pursuant to or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable law, the Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (b) Should Upon the completion of any sale or sales made pursuant to or by virtue of this Mortgage, the Mortgagee, or an Event officer of Default occurany court empowered to do so, Builder shall haveexecute and deliver to the purchaser or purchasers a good and sufficient instrument or instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold and shall execute and deliver to the appropriate governmental authority any affidavit, instrument, document and/or filing required pursuant to any applicable statute, ordinance, rule and/or regulation. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Mortgagor, in addition its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold, and for that purpose the Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, including, without limitation, any required affidavit, instrument, document and/or filing and may substitute one or more persons with like power. The Mortgagor hereby ratifies and confirms all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, the Mortgagor, if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the right Mortgagee or to charge interest and case work such purchaser or purchasers all such instruments as may be advisable, in accordance with the terms of Section 4 hereof, the right to terminate this Agreement and dispose judgment of the Vessel Mortgagee, for that purpose. Any such sale or sales whether made under or by virtue of this Article II, under the power of sale herein granted, or under or by virtue of judicial proceedings of sale herein granted or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in accordance with equity, of the terms of Section 13(c) below Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all other remedies permitted by lawpersons claiming or who may claim the same, or any part thereof, from, through or under the Mortgagor. (c) In the event that an Event of Default occurs and continues for a period any sale or sales whether made under or by virtue of fifteen (15) daysthis Article II, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete under the Vessel and sell the samepower of sale herein granted, or sell the Vessel "as is," free under or by virtue of any right judicial proceedings or claim of Buyer. Such sale a judgment or decree of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price foreclosure and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vesselsale, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (includingentire principal of, but not limited toand interest on, the cost of preparingLoan Agreement and the Notes, completing if not previously due and marketing the Vessel payable, and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly all other sums required to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already be paid by Buyer the Mortgagor pursuant to this Mortgage, immediately thereupon, shall become due and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestpayable. (d) In addition to The purchase money proceeds or avails of any sale made under or by virtue of this Article II, together with any other sums which then may be held by the foregoingMortgagee under this Mortgage, Buyer whether under the provisions of this Article II or otherwise, shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of the occurrence of any Event of Default or exercise of Builder's remedies with respect thereto.applied as follows:

Events of Default and Remedies. If any one or more of the following events ("Events of Default") shall occur: (a) Each of the following Debtor shall be deemed an Event of Default: (i) Buyer's failure fail to make any payment required hereunder on in respect of the date such payment is Liabilities when due; (ii) Buyer's failure to accept the Vessel within fourteen (14) days from the date on which the Vessel is tendered for delivery; (iii) Buyer's material breach of any of his other obligations under this Agreement; or (ivb) Buyer any certification, statement, representation, warranty or financial report or statement heretofore or hereafter furnished by or on behalf of Debtor or any guarantor of any or all of the Liabilities proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or has omitted any material contingent or unliquidated liability or claim against Debtor or any such guarantor; or (c) Debtor or any guarantor of any or all of the Liabilities shall become insolvent fail to perform or generally not pay his debts observe any covenant, condition or agreement to be performed or observed by it hereunder or under any guaranty agreement; or (d) Debtor or any guarantor of any or all of the Liabilities shall be in breach of or in default in the payment and performance of any obligation relating to any of the Other Liabilities; or (e) Debtor or any guarantor of any or all of the Liabilities shall cease doing business as such become duea going concern, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general an assignment for the benefit of creditors; , admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any chapter of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), be adjudicated an insolvent, file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation or file an answer admitting the material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiescence in the appointment of a trustee, receiver or liquidator of it or of all or any proceeding part of its assets or properties, or take any action looking to its dissolution or liquidation; or (f) an order for relief against Debtor or any guarantor of any or all of the Liabilities shall have been entered under any chapter of the Bankruptcy Code or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Debtor or any guarantor of any or all of the Liabilities under any present or future statute, law, rule or regulation, or within thirty (30) days after the appointment without Debtor's or such guarantor's consent or acquiescence of any trustee, receiver or liquidator of it or such guarantor or of all or any part of its or such guarantor's assets and properties, such appointment shall not be vacated, or an order, judgment or decree shall be instituted entered against Debtor or such guarantor by a court of competent jurisdiction and shall continue in effect for any period of ten (10) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against him seeking to adjudicate hire as bankrupt Debtor whereby the Equipment or insolvent.its use may be taken or restrained; or (bg) Should Debtor or any guarantor of any or all of the Liabilities shall suffer an Event of Default occur, Builder shall have, adverse material change in addition its financial condition as compared to such condition as at the right to charge interest and case work in accordance with the terms of Section 4 date hereof, the right to terminate this Agreement and dispose of the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by law. (c) In the event that an Event of Default occurs and continues for a period of fifteen (15) days, Builder may terminate this Agreement by written notice to Buyer and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale of the Vessel by Builder shall be either by public auction or private contract at Builder's sole discretion at such price and on such other terms and conditions as Builder shall deem fit. In the event of such sale of the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction such change in condition Secured Party deems itself or any of the Vessel incurred by Builder less Equipment to be insecure; then and in any such event, Secured Party may, at the installmentssole discretion of Secured Party, Additional Labor Charges without notice or demand and Additional Materials Charges already paid by Buyer without limitation of any rights and remedies of Secured Party under the compensation to Builder for Uniform Commercial Code, take any reasonable losses due to rescission one or more of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon request.following steps: (d1) In addition Declare all of the Time Balance to be due and payable, whereupon the foregoingsame shall forthwith mature and become due and payable as provided for in paragraph 15 below, Buyer shall be liable for all legal fees and other costs and expenses incurred by Builder by reason of provided, however, upon the occurrence of any Event of Default the events specified in subparagraphs (e) and (f) above, all sums as specified in this clause (1) shall immediately be due and payable without notice to Debtor (the date on which Secured Party declares all of the Time Balance to be due and payable is hereinafter referred to as the "Declaration Date"); (2) proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of Builder's remedies any other right, power or remedy granted hereby or by law, equity or otherwise; and (3) at any time and from time to time, with or without judicial process and the aid or assistance of others, enter upon any premises wherein any of the Equipment may be located and, without resistance or interference by Debtor, take possession of the Equipment on any such premises, and require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Equipment at any place or time designated by Secured Party; and remove any part or all of the Equipment from any premises wherein the same may be located for the purpose of effecting the sale or other disposition thereof; and sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Equipment in its then condition or following any commercially reasonable preparation or processing, at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Equipment at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such persons, firms or corporations as Secured Party shall deem best, all without demand for performance or any notice or advertisement whatsoever, except that Debtor shall be given five (5) business days' written notice of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of the Equipment is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Equipment. Secured Party may buy any part or all of the Equipment at any public sale and if any part or all of the Equipment is of a type customarily sold in a recognized market or which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment therefor by application of all or a part of the Liabilities and of all or a part of any Other Liabilities. Any personalty in or attached to the Equipment when repossessed may be held by Secured Party without any liability arising with respect thereto, and any and all claims in connection with such personalty shall be deemed to have been waived unless notice of such claim is made by certified or registered mail upon Secured Party within three business days after repossession. Secured Party shall apply the cash proceeds from any sale or other disposition of the Equipment first, to the reasonable expenses of re-taking, holding, preparing for sale, selling, leasing and the like, and to reasonable attorneys' fees and other expenses which are to be paid or reimbursed to Secured Party pursuant hereto, and second, to all outstanding portions of the Liabilities and to any Other Liabilities in such order as Secured Party may elect, and third, any surplus to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Equipment known to Secured Party; provided however, that Debtor shall remain liable with respect to unpaid portions of the Liabilities owing by it and will pay Secured Party on demand any deficiency remaining with interest as provided for in paragraph 15 below.

Events of Default and Remedies. (a) Each If any one or more of the following Events of Default shall be deemed an Event of Default: occur or shall exist, the Secured Party may then, or at any time thereafter, so long as such default shall continue, foreclose the Secured Party’s lien or security interest in the Collateral in any way permitted by law, or upon ten (i) Buyer's failure to make any payment required hereunder on the date such payment is due; (ii) Buyer's failure to accept the Vessel within fourteen (1410) days from prior written notice to the date Borrowers, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on which credit, as the Vessel is tendered Secured Party, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for delivery; (iii) Buyer's material breach cash or on credit, as the Secured Party, in its sole discretion, may elect, and at any such sale, the Secured Party may bid for and become the Secured Party of any of his other obligations under this Agreement; or (iv) Buyer shall become insolvent or generally not pay his debts as all such become due, or shall admit in writing his insolvency or his inability to pay his debts generally, or shall make a general assignment for Collateral. Pending any such action the benefit of creditors; or any proceeding shall be instituted by or against him seeking to adjudicate hire as bankrupt or insolventSecured Party may liquidate the Collateral. (b) Should an Event If any one or more of the Events of Default occur, Builder shall have, in addition to the right to charge interest and case work in accordance with the terms of Section 4 hereofoccur or shall exist, the right Secured Party may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to terminate Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrowers, without affecting the Borrowers’ liability under this Agreement or the Notes. The Borrowers waive notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of their contract rights and dispose of any other notices to which the Vessel in accordance with the terms of Section 13(c) below and all other remedies permitted by lawBorrowers may be entitled. (c) In If any one or more of the event that an Event Events of Default occurs shall occur or shall exist and continues for a period of fifteen (15) daysbe continuing, Builder may terminate this Agreement by written notice to Buyer then in any such event, the Secured Party shall have such additional rights and may, at its sole discretion, either complete the Vessel and sell the same, or sell the Vessel "as is," free of any right or claim of Buyer. Such sale remedies in respect of the Vessel Collateral or any portion thereof as are provided by Builder shall be either by public auction or private contract at Builder's sole discretion at such price the Code and on such other terms rights and conditions as Builder shall deem fit. In remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the event of such sale of right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Vessel, the amount of the sale proceeds received by Builder shall be applied firstly to all expenses attending such sale (including, but not limited to, the cost of preparing, completing and marketing the Vessel and reasonable attorneys' fees) or otherwise incurred by tape Builder as a result of Buyer's default, secondly to the payment of all costs and expenses of construction of the Vessel incurred by Builder less the installments, Additional Labor Charges and Additional Materials Charges already paid by Buyer and the compensation to Builder for any reasonable losses due to rescission of this Contract, plus accrued interest on all such amounts at eighteen percent (18%) per annum, and finally to the repayment of Buyer without interest, if any balance remains. If the proceeds of sale are insufficient to pay such total costs and any reasonable losses as aforesaid, Buyer shall promptly pay the deficiency to the Builder upon requestBorrowers expressly waive. (d) In addition The Secured Party shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 7, any Proceeds received by the Secured Party from insurance, first to the foregoing, Buyer shall be liable for all legal fees and other payment of the reasonable costs and expenses incurred by Builder the Secured Party in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Secured Party in its sole discretion may elect, and then to pay the balance, if any, to the Borrowers or as otherwise required by reason of law. If such Proceeds are insufficient to pay the amounts required by law, the Borrowers shall be liable for any deficiency. (e) Upon the occurrence of any Event of Default and delivery of a written request, the Borrowers shall promptly upon demand by the Secured Party assemble the Equipment, Inventory and Fixtures and make them available to the Secured Party at a place or exercise places to be designated by the Secured Party. The rights of Builder's remedies with respect theretothe Secured Party under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Secured Party may, at their election, enforce such right by an action in equity for injunctive relief or specific performance. (f) If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any event, the Secured Party have the right to use and operate under all trade names under which the Borrowers do business.