Common use of W I T N E S E T H Clause in Contracts

W I T N E S E T H. That under the provisions of Title XI of the Merchant Marine Act, 1936, as amended and in effect on the date hereof (said provisions, as so amended and in effect on the date hereof, being called "Title XI") and in consideration of (i) the covenants of the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI, and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secretary hereby commits itself as herein provided. The following executed documents are annexed to each counterpart of this Guarantee Commitment: the Security Agreement, the Title XI Reserve Fund and Financial Agreement, and the Depository Agreement. Annexed to each counterpart of this Guarantee Commitment are forms of the Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, the Mortgage, and the Secretary's Note. As used herein, the "Closing Date" refers to the date for the execution and delivery of the Obligations as provided in the Credit Agreement annexed hereto, subject to the conditions contained in Article V hereof. The Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, and the Secretary's Note (except as otherwise required by the Secretary), shall be executed and delivered substantially in the respective forms annexed hereto, except that the blanks, if any, therein shall be filled in as contemplated therein and herein and, except further that the maturity dates and interest rates of the Obligations must be further approved by the Secretary. The Mortgage shall be executed and delivered substantially in the form annexed hereto on the Delivery Date.

W I T N E S E T H. That under the provisions of Title XI of the Merchant Marine Act, 1936, as amended and in effect on the date hereof Assignor for Ten Dollars (said provisions, as so amended and in effect on the date hereof, being called "Title XI") and in consideration of (i) the covenants of the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI$10.00), and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of Assignor’s right, title and interest in, to and under (i) all books, records, and files owned by Assignor and relating to the Secretary hereby commits itself as herein provided. The following executed documents are annexed occupancy, use, maintenance or operation of the real property located at [●] and the building and improvements located thereon (the “Premises”), (ii) all transferable licenses, approvals, certificates and permits held by Assignor and relating to each counterpart the occupancy, use, maintenance or operation of this Guarantee Commitment: the Security Premises, and (iii) all other items of intangible personal property owned by Assignor and exclusively relating to the occupancy, use or operation of the Premises (other than items expressly excluded from the sale of the Premises pursuant to that certain Purchase and Sale Agreement, dated November [●], 2019 between Assignor and Assignee (the Title XI Reserve Fund “Purchase Agreement”); the items set forth in clauses (i) through (iii) above are hereinafter referred to collectively as the “Property Matters”); TO HAVE AND TO HOLD unto Assignee and Financial Agreement, its successors and assigns to its and their own use and benefit forever. Assignee hereby expressly assumes the Depository Agreement. Annexed to each counterpart obligations of this Guarantee Commitment are forms Assignor in respect of the Consent of ShipyardProperty Matters accruing from and after the date hereof. This Omnibus Assignment and Assumption Agreement (this “Agreement”) is made by Assignor without recourse and without any expressed or implied representation or warranty whatsoever, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, the Mortgage, and the Secretary's Note. As used herein, the "Closing Date" refers except to the date for the execution and delivery of the Obligations as extent expressly provided in the Credit Purchase Agreement. This Agreement annexed hereto, subject shall be binding upon and inure to the conditions contained in Article V hereofbenefit of the parties hereto and their respective successors and assigns. The Consent of Shipyard, Any inconsistency between the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, terms herein and the Secretary's Note (except as otherwise required terms set forth in the Purchase Agreement shall be resolved in favor of the terms of the Purchase Agreement. This Agreement and its interpretation and enforcement shall be governed by the Secretary)laws of the State of [ ]3 without respect to the principles of conflicts of laws. This Agreement may be executed in any number of counterparts, each if which shall, when executed, be deemed to be an original and all of which shall be executed deemed to be one and delivered substantially in the respective forms annexed hereto, except that the blanks, if any, therein shall same instrument. Signature pages may be filled in as contemplated therein detached from separate counterparts and herein and, except further that the maturity dates and interest rates combined into a single counterpart. 3 To use laws of the Obligations must be further approved by state where the Secretary. The Mortgage shall be executed and delivered substantially in the form annexed hereto on the Delivery Date.Property is located

W I T N E S E T H. That under IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION; THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the provisions of Title XI due and punctual payment of the Merchant Marine Actindebtedness evidenced by the Notes; (2) the performance of each covenant and agreement of Trustor contained in the Mortgage Notes Indenture, 1936herein, in the Mortgage Notes Indenture Security Documents, each other Security Document granting a security interest for the benefit of the Beneficiary is a party and the Funding Agents' Disbursement and Administration Agreement; (3) the payment of such additional loans or advances as amended hereafter may be made to Trustor (individually or jointly and severally with any other Person) or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided, however, that any and all future advances by Beneficiary to Trustor made for the improvement, protection or preservation of the Trust Estate, together with interest at the rate applicable to overdue principal set forth in effect on Section 4.01 of the date Mortgage Notes Indenture, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (4) the payment of all sums expended or advanced by Beneficiary under or pursuant to the terms hereof or to protect the security hereof (said provisionsincluding Protective Advances as such term is defined in Section 4.2 hereof), together with interest thereon as so amended and in effect on the date hereofherein provided, being called "Title XI") and Trustor, in consideration of (ithe premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY, AND THE MORTGAGE NOTE HOLDER(S) the covenants each of the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI, and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secretary hereby commits itself as herein provided. The following executed documents are annexed to each counterpart of this Guarantee Commitment: the Security Agreement, the Title XI Reserve Fund and Financial Agreement, and the Depository Agreement. Annexed to each counterpart of this Guarantee Commitment are forms of the Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, the Mortgage, and the Secretary's Note. As used herein, the "Closing Date" refers to the date for the execution and delivery of the Obligations as provided in the Credit Agreement annexed hereto, subject to the conditions contained in Article V hereof. The Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, and the Secretary's Note (except as otherwise required by the Secretary), shall be executed and delivered substantially in the respective forms annexed hereto, except that the blanks, if any, therein shall be filled in as contemplated therein and herein and, except further that the maturity dates and interest rates of the Obligations must be further approved by the Secretary. The Mortgage shall be executed and delivered substantially in the form annexed hereto on the Delivery Date.following:

W I T N E S E T H. That under the provisions of Title XI of the Merchant Marine Act, 1936, as amended and in effect on the date hereof (said provisions, as so amended and in effect on the date hereof, being called "Title XI") For and in consideration of the sum of Ten and No/100 Dollars (i) $10.00), the covenants conveyance by Assignor to Assignee of all that real property and property rights particularly described on Exhibit “A”, attached hereto and incorporated herein by this reference (hereinafter referred to as the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI“Property”), and (iii) other good and valuable considerationthe mutual covenants herein contained, the receipt and sufficiency of which are the foregoing consideration being hereby acknowledgedacknowledged by the parties hereto, Assignor hereby transfers, grants, conveys, and assigns to Assignee all of Assignor’s right, title, and interest in and to, all tenant leases of space or property within the Property and under any and all guaranties thereof or relating thereto, as set forth on Exhibit “B”, attached hereto and incorporated herein by this reference, together with all modifications, extensions and amendments thereof (collectively, the Secretary “Leases”), together with all security deposits currently held by Assignor under the Leases, and together with all rents, issues, and profits under the Leases relating to the period commencing with the date hereof. Assignee, by its acceptance hereof, does hereby commits itself assume and agree to perform any and all obligations and duties of Assignor as herein provided“landlord” or “lessor” under the Leases first arising from and after the date hereof. Assignee shall defend, indemnify, protect, and hold harmless Assignor from any liability or responsibility arising or accruing under any of the Leases from and after the date hereof. Subject to the “Floor,” “Cap” and Survival Period limitations set forth in Section 9.1 of that certain Purchase and Sale Agreement between Assignor and Assignee dated ______________, 2020 (the “PSA Limitations”), Assignor shall defend, indemnify protect, and hold harmless Assignee from any liability or responsibility arising or accruing under any Leases prior to the date hereof. The following executed documents are annexed parties intend to each counterpart of this Guarantee Commitment: allocate to Assignee all risks associated with the Security AgreementLeases, including default by or disputes with any tenants thereunder, arising on or after the Title XI Reserve Fund and Financial Agreementdate hereof, and subject to the Depository Agreement. Annexed PSA Limitations, allocates to each counterpart of this Guarantee Commitment are forms of Assignor all risks associated with the Consent of Shipyard, Leases arising before the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, the Mortgage, and the Secretary's Notedate hereof. As used in herein, “arising,” “accruing” and any derivation of those words means that the "Closing Date" refers act or omission giving rise to the date for matter in question occurred during the execution period of responsibility allocated herein to Assignee or Assignor. This Assignment shall inure to the benefit of, and delivery be binding upon, the respective legal representatives, successors, and assigns of the Obligations as provided in the Credit Agreement annexed parties hereto. This Assignment shall be governed by, subject to the conditions contained in Article V hereof. The Consent of Shipyardand construed under, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, and the Secretary's Note (except as otherwise required by the Secretary), shall be executed and delivered substantially in the respective forms annexed hereto, except that the blanks, if any, therein shall be filled in as contemplated therein and herein and, except further that the maturity dates and interest rates laws of the Obligations must be further approved by State where the Secretary. The Mortgage shall be executed and delivered substantially in the form annexed hereto on the Delivery DateProperty is located.