(2) Take the Vessels without legal process wherever the same may be (and the Mortgagor or other Person in possession shall forthwith surrender possession of the Vessels to the Mortgagee upon demand) and hold, layup, lease, charter, operate, or otherwise use the Vessels for such time and upon such terms as the Mortgagee may reasonably deem to be in the Mortgagee’s best interest, accounting only for the net profits, if any, arising from the use of the Vessels, and charging against all receipts from the use of the Vessels, all reasonable charges and expenses relating to such Vessel’s use. IT IS EXPRESSLY UNDERSTOOD AND AGREED TO BY THE MORTGAGOR THAT SURRENDER OF ANY VESSEL UNDER THIS SECTION MUST BE AND WILL BE IMMEDIATE AND IN ACCORDANCE WITH THE DIRECTIONS OF THE MORTGAGEE. FAILURE OF THE MORTGAGOR TO IMMEDIATELY COMPLY WITH THE MORTGAGEE’S DEMAND FOR SURRENDER OF ANY VESSEL WILL CAUSE THE POSSESSION OF THE VESSEL BY THE MORTGAGOR (INCLUDING, BUT NOT LIMITED TO, POSSESSION AND CONTROL OF THE VESSEL BY A MASTER OR CREW MEMBER ON BOARD THE VESSEL) TO BE UNLAWFUL THEREBY SUBJECTING THE MORTGAGOR TO ALL FINES, PENALTIES AND ACTIONS WHICH THE MORTGAGEE DEEMS APPLICABLE AND APPROPRIATE. SHOULD THE MORTGAGOR CONTINUE TO OPERATE, POSSESS OR CONTROL THE VESSEL CONTRARY TO THE MORTGAGEE’S DIRECTIONS AND THE PROVISIONS HEREIN, THEN THE MORTGAGEE SHALL, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES AT LAW AND IN EQUITY, BE ENTITLED TO A TEMPORARY RESTRAINING ORDER AND/OR ORDER FOR INJUNCTIVE RELIEF NECESSARY TO GAIN COMPLIANCE HEREWITH. IN ADDITION TO EXPRESSLY CONSENTING THAT THE INJURY AND DAMAGE RESULTING FROM BREACH HEREOF WOULD BE IMPOSSIBLE TO MEASURE MONETARILY, MORTGAGOR EXPRESSLY WAIVES ANY DEFENSE BASED UPON AN ALLEGED EXISTENCE OF AN ADEQUATE REMEDY AT LAW.

(3) Exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by Chapter 313;

(4) Bring suit at law, in equity or in admiralty to recover judgment for any and all amounts due or to enforce any rights under the this Mortgage, the Administrator’s Note or the other Transaction Documents to collect the same out of any and all property of the Mortgagor and/or the Affiliate Guarantor, whether or not the same is subject to the Lien of this Mortgage or the Agreement, and in connection therewith, obtain a decree ordering the sale of any Vessel in accordance with Subsection (b)(vi) of this Section;

(5) Have a receiver of the Vessels appointed as a matter of right in any suit under this Section (and any such receiver may have the rights of the Mortgagee under Subsection (d) of this Section) and any receiver so appointed shall have full right and power to use and operate the Vessels;

(6) Sell any Vessel, free from any claim of the Mortgagor, in addition to any and all other rights, powers, and remedies elsewhere in this Mortgage or by law granted to and conferred upon the Mortgagee, upon such terms and conditions as it may deem to be for its best advantage, including the right to sell and dispose of any Vessel free from any claim of or by the Mortgagor, at public sale, by sealed bids or otherwise, after twice

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