SECTION 3.14. Reimbursement of Expenditures. The Mortgagor will reimburse the Mortgagee for any and all expenditures which the Mortgagee may elect to make from time to time to protect the security granted hereunder (in the event of the Mortgagor’s failure to do so), including, without limitation of the foregoing, payment of taxes, repairs, insurance premiums, surveys, the discharge of any Lien, payment of costs associated with a complaint filed against the Vessel or seizure of the Vessel, expenses incurred by the Mortgagee in retaking the Vessel and any other expenditures reasonably deemed necessary by the Mortgagee to protect and preserve the Vessel. Any such payment or payments made by the Mortgagee shall be for the account of the Mortgagor and the making thereof by the Mortgagee shall not cure the Mortgagor’s default in that regard nor constitute a waiver of any right or remedy granted to the Mortgagee hereunder, and all sums so expended by the Mortgagee or any liability incurred by it shall be immediately due and payable and shall be deemed to be an indebtedness of the Mortgagor and secured by this Mortgage, and until paid, shall bear interest at the Expended Funds Rate plus two percent (2%).

SECTION 3.15. Other Covenants. The Mortgagor will faithfully comply with, observe, perform or discharge any and all covenants, conditions or obligations which are imposed on the Mortgagor by any other agreement or document executed in connection with this Mortgage, the Administrator’s Note or the other Transaction Documents, concurrently or otherwise.

SECTION 3.16. Further Assurances. In the event that this Mortgage, the Agreement, the Administrator’s Note and the other Transaction Documents, or any provisions hereof or thereof, including amendments or substitutions with respect to either, shall be deemed invalid in whole or in part by reason of any present or future law of the United States or any decision of any authoritative court, or if the documents at any time held by the Mortgagee be deemed by the Mortgagee for any reason insufficient to carry out the true intent and spirit of this Mortgage, the Agreement, the Administrator’s Note and the other Transaction Documents, then, from time to time the Mortgagor will execute on its own behalf such other and further assurances and documents as in the opinion of counsel for the Mortgagee may be required to carry out the terms, conditions and intent of this Mortgage, the Agreement, the Administrator’s Note and the other Transaction Documents and any other agreement or document executed by the Mortgagor in connection therewith. Upon failure of the Mortgagor to do so, the Mortgagee may execute any and all such other and further assurances and documents, for and in the name of the Mortgagor, and the Mortgagor hereby irrevocably appoints the Mortgagee the agent attorney-in-fact of the Mortgagor to do so. Any expenses of the Mortgagee in connection with the foregoing shall be a debt due from the Mortgagor to the Mortgagee in payment thereof and shall be secured by the lien of this Mortgage.

### ARTICLE IV Negative Covenants

So long as the Mortgagee shall have any obligations under the Agreement or the Guarantee, or any obligations remain outstanding, unpaid or unsatisfied under this Mortgage, the Agreement, the Administrator’s Note or any other Transaction Document, the Mortgagor covenants and agrees as follows:

SECTION 4.01. Merger, Consolidation, Sale, Mortgage, Transfers, Demise Charters Transfers, Demise Charters Etc. Except with the prior written consent of the Mortgagee and subject to terms acceptable to

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