publishing notice of the time and place of such sale prior to the proposed sale in the Authorized Newspaper, and by mailing notice of such sale to the Mortgagor at its last known address; such publication and mailing is to be made at least ten (10) Business Days prior to the date fixed for such sale; such sale may be held at such place and at such time as the Mortgagee in such notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice of publication and the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any such sale may be conducted without bringing any Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any such sale, and shall have the right to credit on the purchase price any or all sums of money due to the Mortgagee under the Administrator’s Note, this Mortgage, the Agreement, the other Transaction Documents or otherwise hereunder. THE MORTGAGOR EXPRESSLY AGREES AND ACKNOWLEDGES THAT SALE OF ANY VESSEL PURSUANT TO THIS SECTION WILL NOT IMPAIR OR LIMIT THE MORTGAGEE’S LEGAL RIGHT TO COLLECT FROM THE MORTGAGOR ANY DEFICIENCY REMAINING AFTER THE SALE. IF ANY APPLICABLE LEGAL AUTHORITIES MAY BE CONSTRUED TO LIMIT THE MORTGAGEE’S RIGHTS TO COLLECTION OF SAID DEFICIENCY FROM THE MORTGAGOR, THEN MORTGAGOR HEREBY EXPRESSLY WAIVES, RELINQUISHES AND FOREVER GIVES UP THE RIGHT TO AVAIL ITSELF OF SUCH LEGAL AUTHORITIES;

(7) Accept a conveyance of title to, and to take without legal process (and the Mortgagor or other Person in possession shall forthwith surrender possession to the Mortgagee), the whole or any part of any Vessel and the Collateral wherever the same may be, and to take possession of and to hold the same;

(8) In the Mortgagee’s discretion, take any and all action authorized by Sections 53715(c), 53724 and 53725 of Chapter 537 and any and all action provided for, or authorized, or permitted by, or with respect to the Collateral;

(9) Receive, in the event of an actual or constructive total loss, or an agreed or compromised total loss, or a requisition of title to or use of any Vessel, all insurance or other payments therefor to which the Mortgagor would otherwise be entitled, such insurance moneys to be applied by the Mortgagee in accordance with Section 5.04 hereof; and

(10) Pursue to final collection of all the claims arising under this Mortgage, the Agreement or any other Transaction Document and to collect such claims from the Collateral.

(c) The Mortgagor hereby irrevocably appoint the Mortgagee the true and lawful attorney of the Mortgagor, in its name and stead to make all necessary transfers of the whole or any part of the Vessels in connection with a sale, use or other dispositions pursuant to Section 5.02(b) hereof, and for that purpose it shall execute all necessary instruments of assignment and transfer, the Mortgagor hereby ratifying and confirming all that its said attorney shall lawfully do by virtue hereof. Nevertheless, the Mortgagor shall, if so requested by the Mortgagee in writing,

First Preferred [Fleet/Ship] Mortgage, Contract No. MA-\_\_\_\_\_\_ Page 20