Common use of Sale of Vessel Clause in Contracts

Sale of Vessel. (a) If Builder terminates this Contract as provided in this Article XI, Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not to sell the Vessel (in its completed or uncompleted state, as the case may be) at any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount to which such proceeds are to be applied as aforesaid, Builder shall promptly pay the excess to Buyer without interest, provided, however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand.

Sale of Vessel. (a) If Builder terminates this In the event of rescission of the Contract as provided in this Article XIabove provided, the Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not option to sell the Vessel (in its completed and all property thereof, either at private sale or uncompleted statepublic auction. Before private sale, the resale price of the Vessel shall be verified by statements of international brokers and shall be mutually agreed between the Builder and the Owner. If the Builder sells at public auction, the Owner may purchase the Vessel at such auction. Such invitation to attend shall include the place and date at which the auction will be held, which date shall not be less than 30 calendar days from the date on which invitation to attend is forwarded to the Owner. The Owner shall, forthwith upon receipt of such invitation, acknowledge by telex that the same has been received. The sale at auction may be made by the Builder upon such terms and conditions as the case may be) at any stage. Builder shall reasonably deem fit, and the proceeds thereof obtained at either the public auction or private sale shall be entitled applied to construct : a) Payment or reimbursement to the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that necessarily and directly incurred by the Builder decides to sell in connection with the Vessel in its uncompleted state auction or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part sale; b) Payment of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination unpaid balance of the Contract shall be excluded from calculating Price to the proceeds Builder with interest as above provided; c) Payment of any other proven loss or damage (excluding consequential damages) which the Builder may have sustained by reason of the sale Owner’s default to the Builder; d) Payment of the Vessel which are to be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed statebalance remaining thereafter, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s defaultif any, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In Owner. If after either of the above events of sale, if sale the proceeds of sale exceed the total amount amounts to which such proceeds are to be applied as aforesaid, the Builder shall promptly pay the excess to Buyer the Owner without interest, provided, however, that the amount of such payment to Buyer the Owner shall in no event exceed the total amount of Instalment(s) installment already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) Owner. If the proceeds of sale are insufficient to pay such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, Buyer the Owner shall promptly pay the deficiency to the Builder upon demand.

Sale of Vessel. (a) If Builder the BUILDER terminates this Contract CONTRACT as provided in this Article XI, Builder the BUILDER shall have the full right and power either to construct/complete or not to construct/complete the Vessel VESSEL which is the sole property of the BUILDER as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed VESSEL at a public or uncompleted state, private sale on such terms and conditions as the case may be) at BUILDER thinks fit without being answerable for any stageloss or damage. Builder The proceeds received by the BUILDER from the sale shall be entitled applied in addition to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectorsinstalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, the in payment of all reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds expenses of the sale of the Vessel which are to be applied as prescribed below. VESSEL, including interest thereon at five per cent (b) In the event of the sale of the Vessel in its completed state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (65%) per annum from the respective due dates thereof date of payment of such costs and expenses aforesaid to the date of application; sale on account of the BUYER's default. Second, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (ii5%) all per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and any other payment of money reasonably estimated profit which Builder the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from Buyer had the Contract been performed respective DUE DATE of the instalment in full without being terminated. (c) default to the date of sale. Third, the balance of the proceeds, if any, shall belong to the BUYER, and shall forthwith be paid over to the BUYER by the BUILDER. In the event of the proceeds from the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(stogether with instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without BUILDER being terminated. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount to which such proceeds are to be applied as aforesaid, Builder shall promptly pay the excess to Buyer without interest, provided, however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c)the BUILDER, Buyer the BUYER shall promptly be liable for the deficiency and shall pay the deficiency same to Builder the BUILDER upon its demand.

Sale of Vessel. (a) If Builder terminates In the event of default by the BUYER pursuant to this Contract as provided in this Article XIset forth above, Builder the BUILDER shall have the full right and power either to construct/complete or not to construct/complete the Vessel VESSEL as it deems fit, and the full right and power either to sell or not to sell the Vessel VESSEL at a public or private sale, upon ten (10) business days prior written notice to the BUYER in its completed or uncompleted stateaccordance with Article XXII, on such terms and conditions as the case may be) at BUILDER deems fit, without being answerable for any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors loss or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed belowdamage. (b) In the event of the sale of the Vessel VESSEL in its a completed state, the proceeds of sale received by Builder the BUILDER shall be applied firstly first to payment of all costs and documented expenses attending such sale and otherwise incurred by Builder the BUILDER as a result of Buyer’s the BUYER's default, and secondly then to payment of: (i) of all unpaid Instalments installments of the Contract Price and interest on such Instalments installments at the rate of six ten percent (610%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel VESSEL in its incomplete an incompleted state, the proceeds of sale received by Builder the BUILDER shall be applied firstly first to payment of all costs and documented expenses attending such sale and otherwise incurred by Builder the BUILDER as a result of Buyer’s the BUYER's default, and secondly then to payment of: (i) of all costs of construction of the Vessel VESSEL less the Instalment(s) installments so retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminatedBUILDER. (d) If the proceeds of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the BUILDER upon written request with interest at the rate of ten percent (10%) per annum from the date of BUILDER's written request for payment to the date of BUYER's payment to BUILDER. (e) In either of the above events of sale, if the proceeds of sale exceed the total amount of amounts to which such proceeds are to be applied as aforesaid, Builder the BUILDER shall promptly pay the excess to Buyer without interest, provided, however, that the amount BUYER with interest at the rate of such ten percent (10%) per annum from the date of sale to the date of payment to Buyer BUYER. The rights conferred upon the BUILDER under the terms of this Article XIII shall be in no lieu of any rights which the BUILDER would have either at law or in equity upon the happening of the events of default specified herein, or upon any failure on the part of the BUYER to perform the undertakings, agreements, and covenants on its part to be performed hereunder. The failure of the BUILDER to exercise the rights conferred upon it hereunder in any one or more instances of the occurrence of an event exceed the total amount of Instalment(s) already paid by Buyer and the cost default, as hereinabove defined, shall not constitute a waiver of Buyer’s Supplies, if anyBUILDER's right subsequently to exercise such rights under this Contract. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand.

Sale of Vessel. (a) If Builder terminates this In the event of rescission of the Contract as provided in this Article XIabove provided, the Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not option to sell the Vessel (in its completed and all property thereof, either at private sale or uncompleted statepublic auction. Before private sale, the resale price of the Vessel shall be verified by statements of international brokers and shall be mutually agreed between the Builder and the Owner. If the Builder sells at public auction, the Owner may purchase the Vessel at such auction. Such invitation to attend shall include the place and date at which the auction will be held, which date shall not be less than 30 calendar days from the date on which invitation to attend is forwarded to the Owner. The Owner shall, forthwith upon receipt of such invitation, acknowledge by telex that the same has been received. The sale at auction may be made by the Builder upon such terms and conditions as the case may be) at any stage. Builder shall reasonably deem fit, and the proceeds thereof obtained at either the public auction or private sale shall be entitled applied to: a) Payment or reimbursement to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that necessarily and directly incurred by the Builder decides to sell in connection with the Vessel in its uncompleted state auction or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part sale; b) Payment of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination unpaid balance of the Contract shall be excluded from calculating Price to the proceeds Builder with interest as above provided; c) Payment of any other proven loss or damage (excluding consequential damages) which the Builder may have sustained by reason of the sale Owner's default to the Builder; d) Payment of the Vessel which are to be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed statebalance remaining thereafter, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s defaultif any, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In Owner. If after either of the above events of sale, if sale the proceeds of sale exceed the total amount amounts to which such proceeds are to be applied as aforesaid, the Builder shall promptly pay the excess to Buyer the Owner without interest, provided, however, that the amount of such payment to Buyer the Owner shall in no event exceed the total amount of Instalment(s) installment already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) Owner. If the proceeds of sale are insufficient to pay such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, Buyer the Owner shall promptly pay the deficiency to the Builder upon demand.

Sale of Vessel. The following is applicable only in the case of a rescission effected pursuant to Paragraph 3 (b) above. (a) If In the event rescission by the Builder terminates of this Contract as provided in this Article XIXI.3(b), the Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed at public or uncompleted state, private sale on such terms and conditions as the case may be) at any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed belowthinks fit. (b) In the event of the sale of the Vessel in its completed state, the proceeds of the sale received by the Builder shall be applied firstly to payment of all costs proven damages and expenses losses permitted by English law attending such sale and otherwise incurred by Builder as a result of Buyer’s defaultsale, and secondly then to payment of: (i) of all unpaid Instalments Installments of the Contract Price and interest on such Instalments Installments at the rate of six eight percent (68%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete uncompleted state, the proceeds of sale received by the Builder shall be applied firstly to all proven damages and losses permitted by English law attending such sale, and then to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel and compensation to the Builder for a loss of reasonable profit due to the rescission of this Contract together with the appropriate interest at the rate of eight percent (8%) per annum, less the Instalment(s) Installments retained by the Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount of amounts to which such proceeds are to be applied as aforesaid, the Builder shall promptly pay the excess to the Buyer without interest, provided, however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay to the Builder such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, the Buyer shall promptly pay the deficiency to the Builder upon demandrequest.

Sale of Vessel. (a) If Builder terminates In the event of rescission of this Contract as provided in this Article XIabove provided, Builder the SELLERS shall have the full right and power either to construct/cause the BUILDER to complete or not to construct/complete the Vessel VESSEL as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed VESSEL at a public or uncompleted state, private sale on such terms and conditions as the case may be) at SELLERS thinks fit without being answerable for any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors loss or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed belowdamage. (b) In the event of the sale of the Vessel VESSEL in its completed state, the proceeds of the sale received by Builder the SELLERS shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder the SELLERS as a result of Buyerthe BUYER’s default, and secondly then to payment of: (i) of all unpaid Instalments Installments of the Contract Price and interest on such Instalments Installment at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel VESSEL in its incomplete uncompleted state, the proceeds of sale received by Builder the SELLERS shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder the SELLERS as a result of Buyerthe BUYER’s default, and secondly then to payment of: (i) of all costs of construction of the Vessel VESSEL less the Instalment(s) Installments so retained by Builder; the SELLERS and (ii) all and any other payment compensation to the SELLERS for a reasonable loss of money which Builder would have been entitled profit due to receive from Buyer had the Contract been performed in full without being terminatedrescission of this Contract. (d) In either of the above events of sale, if the proceeds of sale exceed exceeds the total amount of amounts to which such proceeds are to be applied as aforesaid, Builder the SELLERS shall promptly pay the excess to Buyer the BUYER without interest, provided, however, that the amount of such payment to Buyer the BUYER shall in no event exceed the total amount of Instalment(s) Installments already paid by Buyer the BUYER and the cost of Buyerthe BUYER’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand.

Sale of Vessel. (a) If Builder terminates In the event of rescission of this Contract as provided in this Article XIabove provided, Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed at a public or uncompleted state, private sale on such reasonable terms and conditions as the case may be) at any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed belowcan achieve. (b) In the event of the sale of the Vessel in its completed state, the proceeds of the sale received by Builder shall be applied firstly first to payment of all costs and expenses attending such sale and otherwise reasonably incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) of all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum Agreed Interest Rate from the respective due dates thereof to the date dates of such application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly first to payment of all costs and expenses attending such sale and otherwise reasonably incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) of all costs of part-construction of the Vessel (including any charges which Builder is obliged to pay to its suppliers or subcontractors, provided that Builder uses its reasonable endeavours to mitigate such cancellation charges), less the Instalment(s) Instalments so retained by Builder; Builder and compensation for reasonable loss of profit (iinot exceeding five per cent (5%) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminatedcost of partial construction). (d) In either of the above events of sale, if the proceeds of sale exceed the total amount of amounts to which such proceeds are to be applied as aforesaid, Builder shall promptly within fourteen (14) days pay the excess to Buyer without interest, provided, provided however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost interest thereon, and the costs of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, Buyer shall promptly pay the deficiency to Builder upon demandrequest.

Sale of Vessel. (a) If Builder terminates In the event of rescission of this Contract CONTRACT as provided in this Article XIabove provided, Builder the SELLER shall have the full right and power either to construct/complete or not to construct/complete the Vessel VESSEL as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed VESSEL at a public or uncompleted state, private sale on such terms and conditions as the case may be) at SELLER thinks fit without being answerable for any stageloss or damage. Builder There shall be entitled no obligation on the SELLER to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the exercise reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled care in order to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under obtain a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract proper price for the VESSEL and the SELLER shall not be liable to the BUYER for any loss or damage howsoever caused in connection with such sale of the Vessel which corresponds to VESSEL, in particular, for the changes (if any) made to avoidance of doubts and without limiting the Specifications after the termination generality of the Contract shall be excluded from calculating foregoing, whether such loss or damage is caused by the proceeds negligence or other conduct of the sale of the Vessel which are to be applied as prescribed belowSELLER, its servants or agents. (b) In the event of the sale of the Vessel VESSEL in its completed state, the proceeds of the sale received by Builder the SELLER shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder the SELLER as a result of Buyerthe BUYER’s default, and secondly then to payment of: (i) of all unpaid Instalments Installments of the CONTRACT PRICE and interest on such Instalments Installments at the rate of six LIBOR (as defined under Article X) at the due date of such Installment, plus two percent (62%) per annum annum-from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel VESSEL in its incomplete state, the proceeds of sale received by Builder the SELLER shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder the SELLER as a result of Buyerthe BUYER’s default, and secondly then to payment of: (i) of all costs of construction of the Vessel VESSEL and further to compensation for all losses and damages directly or indirectly incurred by the SELLER as a result of the BUYER’s default, including but not limited to, a reasonable loss of profit due to the rescission of this CONTRACT, less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminatedRetained Installments. (d) In either of the above events of sale, if the proceeds of sale exceed exceeds the total of amount to which such proceeds are to be applied as aforesaid, Builder the SELLER shall promptly pay the excess to Buyer the BUYER without interest, provided, however, that the amount of such payment to Buyer the BUYER shall in no event exceed the total amount of Instalment(s) already paid by Buyer the Retained Installments and the cost costs of Buyer’s Suppliesthe BUYER’S SUPPLIES, if any. (e) If the proceeds of sale are insufficient to pay such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, Buyer the BUYER shall promptly pay the deficiency to Builder the SELLER upon demandrequested in no event later than five (5) BUSINESS DAYS from the RECISSION DATE.

Sale of Vessel. (a) If Builder terminates A. Upon termination of this Contract as provided in this Article XICharter for any reason, Builder shall have the full right and power either to construct/complete or not to construct/complete PBE may purchase the Vessel from the Owner upon the following terms and the full right and power either conditions. B. PBE shall exercise this option to sell or not to sell purchase the Vessel by giving written notice to the Owner within ten (in its completed or uncompleted state10) days after termination of this Charter for any reason, as the case may be) at any stage. Builder , of its intent to purchase the Vessel on a mutually acceptable closing date; provided, however, that if no payment default has occurred and is continuing as of the expiration of the Original Period, then PBE shall be entitled deemed, without further action, to construct have exercised its purchase option under this Article 19 and to have fully paid the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. Purchase Option Exercise Price. C. In the event that PBE elects to exercise or is deemed to have exercised its option to purchase the Builder decides Vessel, Owner agrees to sell sell, and PBE agrees to purchase the Vessel Vessel, together with everything belonging to such Vessel, including the hull, machinery and tackle, as well as all other associated and installed equipment which may be on board, excluding all gaming devices and related equipment and materials. D. The total purchase price to be paid by PBE in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way the event of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after upon the termination of this Charter prior to expiration of the Contract Original Period for any reason shall be excluded the Casualty Value, as defined in the Master Lease and set forth in the Lease Schedule attached thereto (the "Purchase Option Exercise Price"), minus the aggregate amount of any Purchase Option Prepayments received by Owner as of the date of such termination. Payment shall be made as mutually agreeable between Owner and PBE or in the absence of any such agreement, by electronic transfer to Owner, in accordance with Owner's written instructions. PBE's payment of the purchase price with respect to such Vessel may be deemed received by Owner upon Owner's receipt of confirmation from calculating the proceeds appropriate officer of Owner's bank that the electronic transfer of funds to Owner's account has been accomplished. E. Owner and PBE shall set a mutually agreeable closing date and location for the consummation of the sale of the Vessel subsequent to PBE's notification of the Owner that it desires to purchase the Vessel, which are to date shall not be applied as prescribed below. less than forty-five (b45) In days after the termination of this Charter for any reason in the event of a sale upon termination. Upon payment of said purchase price pursuant to the terms of paragraph D of this Article 19, all rights, title and interest in said Vessel shall pass to PBE upon the acknowledgment of the receipt of payment by Owner. F. At closing, Owner shall furnish PBE an executed and notarized Bill of Sale (form CG-1340), in duplicate, transferring title to PBE xxx warranting that such Vessel is free from all mortgages, liens, and encumbrances of any kind whatsoever (other than those, if any, arising out of Charterer's or its subCharterer's use, operation or custody of the Vessel under this Charter and those existing prior to the date hereof); and a U.S. Coast Guard Abstract of Title for such Vessel, and showing no mortgages, liens, or encumbrances of record (other than those, if any, arising out of the Charterer's use, operation or custody of the Vessel under this Charter or those existing prior to the date hereof). G. Passage of title from Owner to PBE shall constitute acknowledgment by PBE that the Vessel is in a condition completely acceptable to PBE, and PBE will thereafter have no warranty claim against Owner for any defects in such Vessel, whether patent or latent, it being specifically understood and agreed between PBE and Owner that subsequent to the parties' inspection of the Vessel, as specified in Article 4, at the time of the on-hire survey the sale of the Vessel is "as is, where is", with PBE relying solely on its own examination and inspection of the Vessel at such survey, and without any representation or warranty by Owner, expressed or implied, as to seaworthiness, condition, or suitability for any particular purpose, trade or service, but with full warranty of title except for those mortgages, liens and encumbrances of any kind whatsoever arising out of Charterer's prior ownership or the use, operation or custody of the Vessel under this Charter. PBE agrees to pay any sales or use taxes, assessments or charges which may apply to the purchase of such Vessel, except income or other taxes or assessments based upon revenues, earnings or assets. H. In the event the Purchase Option is not exercised or deemed exercised in its completed stateaccordance with this Charter, the proceeds of sale Owner shall remit to PBE any Purchase Option Prepayments received by Builder shall be applied firstly Owner to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s defaultPBE, and secondly to payment of: less (i) all unpaid Instalments and interest on such Instalments at any payments due hereunder or under the rate of six percent (6%) per annum from the respective due dates thereof to the date of applicationMaster Lease; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed amounts due Owner under paragraph 12(A) hereof or amounts in full without dispute thereunder (it being terminated. (c) In the event understood that upon resolution of the sale of the Vessel in its incomplete stateindemnification claim concerning such amounts, the proceeds of sale received by Builder such amounts shall be applied firstly to payment disbursed in accordance with the terms of all costs and expenses attending such sale and otherwise incurred resolution); (iii) the reasonable value of any equipment not replaced by Builder as a result of Buyer’s defaultCharterer, and secondly to payment of: (iiv) all damages or costs associated with or arising from the enforcement of construction of this Charter or the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminatedMaster Lease. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount to which such proceeds are to be applied as aforesaid, Builder shall promptly pay the excess to Buyer without interest, provided, however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand.

Sale of Vessel. (a) If Builder terminates In the event of rescission of this Contract as provided in this Article XIabove provided, the Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel as it deems fit, and the full right and power either to sell or not to sell the Vessel (in its completed at a public or uncompleted state, private sale on such terms and conditions as the case may be) at Builder thinks fit without being answerable for any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors loss or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed belowdamage. (b) In the event of the sale of the Vessel in its completed state, the proceeds of the sale received by the Builder shall be applied firstly to payment of all costs and expenses attending incidental to such sale and otherwise incurred by the Builder as a result of Buyerthe Owner’s default, and secondly then to payment of: (i) of all unpaid Instalments of the Contract Price and interest on such Instalments at the rate of six SIBOR plus one percent (6SIBOR +1%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment application of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminatedsuch proceeds. (c) In the event of the sale of the Vessel in its incomplete uncompleted state, the proceeds of sale received by the Builder shall be applied firstly to payment of all costs and expenses attending incidental to such sale and otherwise incurred by the Builder as a result of Buyerthe Owner’s default, and secondly then to payment of: (i) of all costs of construction of the Vessel less the Instalment(s) Instalments so retained by Builder; the Builder and (ii) all and any other payment compensation to the Builder for its reasonable loss of money which Builder would have been entitled profit due to receive from Buyer had the Contract been performed in full without being terminatedrescission of this Contract. (d) In either of the above events of sale, if the proceeds of sale exceed exceeds the total of amount to which such proceeds are to be applied as aforesaid, the Builder shall promptly pay the excess to Buyer the Owner without interest, provided, however, that the amount of such payment to Buyer the Owner shall in no event exceed the total amount of Instalment(s) Instalments already paid by Buyer the Owner and the cost price of Buyer’s Suppliesthe OFE, if anysold together with the Vessel. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c)aforesaid, Buyer the Owner shall promptly pay the deficiency to the Builder within thirty (30) days upon demandreceipt by the Owner of the Builder’s notice specifying the amount to be paid.

Sale of Vessel. (a) If Builder terminates this In the event of rescission of the Contract as provided in this Article XIabove provided, the Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not option to sell the Vessel (in its completed and all property thereof, either at private sale or uncompleted statepublic auction. Before private sale, the resale price of the Vessel shall be verified by statements of international brokers and shall be mutually agreed between the Builder and the Owner. If the Builder sells at public auction, the Owner may purchase the Vessel at such auction. Such invitation to attend shall include the place and date at which the auction will be held, which date shall not be less than 30 calendar days from the date on which invitation to attend is forwarded to the Owner. The Owner shall, forthwith upon receipt of such invitation, acknowledge by telex that the same has been received. The sale at auction may be made by the Builder upon such terms and conditions as the case may be) at any stage. Builder shall reasonably deem fit, and the proceeds thereof obtained at either the public auction or private sale shall be entitled applied to construct : a) Payment or reimbursement to the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that necessarily and directly incurred by the Builder decides to sell in connection with the Vessel in its uncompleted state auction or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part sale; b) Payment of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination unpaid balance of the Contract shall be excluded from calculating Price to the proceeds Builder with interest as above provided; c) Payment of any other proven loss or damage (excluding consequential damages) which the Builder may have sustained by reason of the sale Owner's default to the Builder; d) Payment of the Vessel which are to be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed statebalance remaining thereafter, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s defaultif any, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In Owner. If after either of the above events of sale, if sale the proceeds of sale exceed the total amount amounts to which such proceeds are to be applied as aforesaid, the Builder shall promptly pay the excess to Buyer the Owner without interest, provided, however, that the amount of such payment to Buyer the Owner shall in no event exceed the total amount of Instalment(s) installment already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) Owner. If the proceeds of sale are insufficient to pay such total amount amounts payable as set out in Article XI.4(b) or (c)aforesaid, Buyer the Owner shall promptly pay the deficiency to the Builder upon demand.

Sale of Vessel. (a) If Builder terminates this Contract as provided in this Article XI, Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not to sell the Vessel (in its completed or uncompleted state, as the case may be) at any stage. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. In the event that Builder sells the Vessel as described above, that part of the contract price for A sale of the Vessel which corresponds made in pursuance of this Deed, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of Shipowner therein and thereto and shall bar Shipowner its successors and assigns and all persons claiming by through or under them provided such sale is by auction and that nothing herein shall be deemed to derogate from Shipowner's duty to Mortgagee. Nevertheless, the Vessel shall not be sold to any parties who are not lawfully entitled to acquire it. No purchaser shall be bound to inquire whether Mortgagee's power of sale has arisen in the manner provided by the Deed and the Statutory Mortgage, whether notice has been given or whether any default has occurred, or as to the changes (if any) made propriety of the sale, or as to the Specifications after the termination application of the Contract proceeds thereof. In case of such sale, Mortgagee shall be excluded from calculating entitled, for the purpose of making settlement or payment for the property purchased, to use and apply the Obligations in order that there may be credited against the amount remaining due and unpaid thereon the sums payable out of the net proceeds of such sale to the holder of the Obligations after allowing for the costs and expense of sale and other charges. Such purchaser shall be credited, on account of such purchase price, with the net proceeds that shall have been credited upon the Obligations. At such sale, Mortgagee or any holder of the Obligations may bid for and purchase such property, and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor. Mortgagee shall not have any liability to Shipowner in connection with any disposition of the Vessel which are to hereunder, nor shall Shipowner be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six percent (6%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete stateany set-off, the proceeds of sale received by Builder shall be applied firstly counterclaim, or recoupment with respect to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(s) retained by Builder; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount to which such proceeds are to be applied as aforesaid, Builder shall promptly pay the excess to Buyer without interest, provided, however, that the amount claim of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if anya liability. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand.

Sale of Vessel. (a) If Builder terminates this Contract as provided in this Article XI, Builder shall have the full right and power either to construct/complete or not to construct/complete the Vessel and the full right and power either to sell or not to sell the Vessel (in its completed or uncompleted state, as the case may be) at any stage. Builder shall have unfettered discretion in exercising any of the rights and power referred to above and Buyer shall not raise any complaint whatsoever in respect of any aspect of Builder’s exercise of such discretion. Builder shall be entitled to construct the Vessel without engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the reasonable costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. Irrespective of whether or not Builder intends to construct/complete the Vessel for sale, Builder shall have the right to sell or otherwise dispose of any of the Buyer’s Supplies to third parties, provided that Builder shall not act unreasonably in doing so and that the proceeds of sale thereof shall be applied to payment of damages and/or debt to which Builder is entitled. In the event that the Builder decides to sell the Vessel in its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage newbuilding new building brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers or lawyers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. Builder shall have the right to refuse to sell the Vessel (in its completed or uncompleted state) to Buyer or any company which is owned directly or indirectly as to 30% of its share capital by Buyer or its officers or shareholders. In the event that Builder sells the Vessel as described above, that part of the contract Contract price for sale of the Vessel which corresponds to the changes (if any) made to the Specifications after the termination of the Contract shall be excluded from calculating the proceeds of the sale of the Vessel which are to be applied as prescribed below. (b) In the event of the sale of the Vessel in its completed state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all unpaid Instalments and interest on such Instalments at the rate of six Six percent (6%6.%) per annum from the respective due dates thereof to the date of application; and (ii) all and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (c) In the event of the sale of the Vessel in its incomplete state, the proceeds of sale received by Builder shall be applied firstly to payment of all costs and expenses attending such sale and otherwise incurred by Builder as a result of Buyer’s default, and secondly to payment of: (i) all costs of construction of the Vessel less the Instalment(sinstalment(s) retained by Builder; and (ii) all compensation to Builder for reasonable loss of profit as determined by Builder corresponding to its incomplete state; and (i) ail and any other payment of money which Builder would have been entitled to receive from Buyer had the Contract been performed in full without being terminated. (d) In either of the above events of sale, if the proceeds of sale exceed the total amount to which such proceeds are to be applied as aforesaid, Builder shall promptly pay the excess to Buyer without interest, provided, however, that the amount of such payment to Buyer shall in no event exceed the total amount of Instalment(s) already paid by Buyer and the cost of Buyer’s Supplies, if any. (e) If the proceeds of sale are insufficient to pay such total amount payable as set out in Article XI.4(bXl.4(b) or (c), Buyer shall promptly pay the deficiency to Builder upon demand. (f) Notwithstanding the foregoing, if and to the extent that, due to the termination of the Contract, Builder needs to cancel or amend contracts with third parties (such as the sellers of materials, equipment or machinery) which it has entered into for construction of the Vessel for Buyer and thereby incurs liability to the relevant third party, Buyer shall indemnify Builder against the total amount of such liability and against any legal or other fees which Builder incurs to deal with the legal and other issues (potential or actual) that arise or might arise between Builder and any of such third parties.