SECOND AMENDMENT TO AGREEMENT This agreement (?SecondAmendment?) amends the agreement dated October 14, 2013, as amended on September 8, 2014, (?Agreement?) by and between the Commonwealth of the Northern Mariana Islands (?Territory?), and the Quota Management, Inc., a Hawaii corporation, for itself and as agent for each of the Vessels (as de?ned in the Agreement) (Territory and QMI being individually a ?Party? and together the ?Parties?). For their mutual bene?t and consideration, Territory and OM agree to amend the Agreement as follows: 1. Paragraph of the Recitals section of the Agreement is amended as follows: On or about December 2013, as directed by the Legislation, the Western Paci?c Regional Fisheries Management Council submitted proposed Amendment 7 to the Pelagies FEP (?Amendment to the National Marine Fisheries Service for review and approval. See 78 Fed. Reg. 79,3 89 (Dec. 30, 2013). On March 28, 2014, NMFS approved Amendment 7. On October 28, 2014, NMFS issued a ?nal rule promulgating regulations to implement Amendment 7 inn! Rule?). See 79 Fed. Reg. 64,097 (Oct. 28, 2014). Amendment 7 and the inal Rule establish a management framework and process for specifying ?shing catch and effort limits and accountability measures for pelagic ?sheries in the US. Paci?c territories, authorize the government of each territory to allocate a portion of its speci?ed catch or effort limit to a US. ?shing vessel or vessels through a speci?ed ?shing agreement, and establish criteria for such speci?ed ?shing agreements.? 2. Paragraph of the Recitals section of the Agreement is amended as follows: The Parties desire and intend to enter into an agreement with respect the Territory?s quota for bigeye tuna, and bigeye tuna catch by US. vessels participating in the Hawaii?based deep-set longline ?shery under the Pelagies FEP. The Parties further intend that their agreement shall qualify as a speci?ed ?shing agreement as contemplated by Amendment 7 and subsequently promulgated implementing regulations. In addition, insofar as the authorization of speci?ed ?shing agreements may be subsequently extended, succeeded, supplemented or supplanted by an Act of Congress, by regulation, or by amendment of the Pelagics EP, the Parties intend their agreement to be a qualifying arrangement as may be authorized by any such authorities. in executing this Agreement, the parties considered and accounted for recent and anticipated harvest 011 the bigeye tuna stock that is the subject of this Agreement.? 3. Paragraph 8 of the Agreement is amended as follows: Term' Termination. The term of this Agreement (the arm?) will commence on the Effective Date and terminate on the earlier of one of the terminating events below described in this Section 8 or December 31, 2015. Notwithstanding the foregoing, this Agreement may be terminated at any time by a written agreement executed by the Parties, or immediately upon written notice from one Party to the other Party if any governmental, agency, judicial, or other third-party action prevents either Party from performing its obligations under this Agreement or benefiting from its rights, whether in whole or in part, under this Agreement. If this Agreement is terminated because of any agency, judicial, or other third-party action that prevents either Party from performing its obligations or bene?ting from its rights under this Agreement in a manner that results in no effective Quota allocation, shall be entitled to the return of its full contribution. If this Agreement is terminated because of any governmental, agency, judicial, or other third?party action that prevents either Party from performing its obligations or bene?tng from its rights under this Agreement in a manner that results in only a 799793401 0010350?00001 -l - partially effective Quota allocation, shall not be obligated to make any unpaid contributions after termination, and shall also be entitled to return of it contributions proportionate to the unused portion of the Quota allocation, if any. Any termination of this Agreement will not affect any allocation of Catch against the Quota that occurs prior to termination.? 4. Paragraph 9g of the Agreement is amended as follows: Entire Agreement; Modi?cation; Waiver. This Agreement, which includes all amendments and Attachment I (as amended), constitutes the entire agreement of the Parties with respect to the subject matter hereof. No modi?cation, amendment or waiver of any prevision of this Agreement shall be effective unless in writing and signed by the Parties. The failure at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and shall not affect the right of any of the Parties thereafter to enforce each and every provision hereof in accordance with its terms.? 5. Attachment I to the Agreement has been amended. The amended Attachment 1 is attached to this Second Amendment. IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Second Amendment as of September 16, 2015. I ?Territory? 1? QUOTA MANAGEME INC. COMMONWEALTH. OF THE NORTHERN MARIANA ISLANDL 1 By: L/l B9 Name: khang 5 Naniie: Eloy Inos Title: Presi Title: Governor Address: 1 131 North Nimitz Highway Address: c/o CNMI Department of Lands and Honolulu, Hawaii 96817, USA Natural Resources Lower Base Phone: (808) 540?1302 PO- Box 10007 Saipan, MP 96950 Fax: (808) 536-3225 Phone: (670) 322-9834 Fax: (670) 322?2633 799793401 VESSEL Alana Anthony Aoiani Apsara Azure Blue Dragon Blue Sky Capt Andy Capt Danny Capt Davis Capt Kenneth Capt Kevin Capt Millions Capt Millions Ill Capt. Greg Capt. Silver Captain Captain J3 Caroleigh Christine Commander ll Cumberland Trail Deborah Ann Edward G. Elizabeth Finback Firebird Gail Ann Golden Dragon Golden Eagie Golden Eagle ll Hawaii Five-1 Hawaii Ocean Hokuao Holly Iron Lady Jane Janthina Jaren Jaxen 1' Jennifer Jenny Kaimi Kami Katherine ll Katy Mary Kawaiola Kawika Kelly Ann Kilauea NUMBER 1250644 554581 1250847 1026555 687578 989350 895188 921769 1087644 1048002 991059 928327 944388 962709 802871 898011 927418 1045208 1148460 597552 551586 910805 838772 512554 559485 927505 1021265 557678 839570 939087 1120346 1048418 983497 553103 989226 598973 1135854 690722 252505 978287 992625 916657 948383 515433 615207 590307 912433 934489 533411 1113224 929284 518306 KD Fishery, LLC 1250644 A0 Shibl, Inc. 554581 KB Fishery, LLC 1250647 Paci?c Fishing 8 Supply, ini1026555 Nguyen Fishery, inc. 687578 Dragon Corp. 969350 Blue Sky Fishing Producer, 695186 CaptAndy LLC 921769 Alina Lu 1087644 Thanh H. Nguyen 1048002 Thanh H. Nguyen Nga 991059 Capt Kevin 8 LLC 928327 Paci?c Fishing 8 Supply. tn: 944388 Capt. Millions ill, Inc. 962709 Aquanut Company. inc. 602871 Capt. Silver inc. 696011 Pacific Fishing Supply, in: 927418 Nguyen J3 LLC 1045208 Vessel Management Associ 1148460 Christine N. inc 597552 Fishery inc. 551566 Kevin Van, Lan Thi Van 8 910805 Lan Thi Van 638772 Pat; Rim Leasing, LLC 512654 VAK Fisheries LLC 559485 Edward (3. Inc. 927505 TWOL LLC 1021265 Vessel Management Associ 557678 Fire-bird Fishing Corperatier 639570 Gail Ann Cd, inc. 939087 A 8. Fishing Company lnc1120346 RS Fishery LLC 1048418 RS Fishery LLC 963497 See Devil, LLC 553103 Lequan LLC 969226 White, inc. 598973 Holly Fishery LLC 1135654 tron Lady LLC 690722 Ghana Fishing LLC 252505 Trans World Marine tnc. 978287 Jaron LLC 992625 Paci?c Fishing 8 Supply, in1916657 Kit Che Mean 946383 FN Virginie Creeper LLC 615433 Fishrite, inc. 81520? Pacific Jennings Inc. 69030? K. A. Fishing Company inc. 912433 Vessel Management Associ 934489 Pee Rim Leasing LLC 533411 Vessel Management Asseci 1113224 Kelly Ann Corp. 929284 FN Kilauea. Inc. 518306 Attachment 1, Page 1 0f 3 Kimmy Koiea Kraken Lady Alice Lady Ann Margaret Lady Anna Lady Annie Lady Betty Lady Christine 1 Lady Christine il Lady J3 Lady Jackie Lady Karen Lady Karen Lady Luck Lady Mocha I Lady Mocha ii Lady of the Sea Lady Pauline Laura Ann Laysan Libra Uhau Man Seek Marian Marie Marine Marine Star Mighty Joe Mikette Miss Emma Miss Jane Miss Julie Miss Renee Ocean Pearl Ocean Springs Okay Pacific Paradise Pacific Re?ection Pacific Star Pad?cSun Paradise 2001 Paradise 2002 Princess Jasmine Princess Jasmine 1 Princess Queen Aiina Queen Diamond Queen Diamond Ii Quynh Vy Rachel Rising Phoenix Rising Phoenix II 929589 626560 991843 594346 910974 943337 913939 882407 1139848 968001 909004 1040833 1089?36 816365 905580 697292 577621 909535 545581 672662 588140 568649 5?6176 251380 952622 509968 1040505 537893 985031 622875 580562 543021 925847 611010 910809 995908 830817 550839 540106 970935 615432 1081225 1081227 1048217 1050808 511130 1045208 964927 949947 512767 1050716 615617 110?128 Kim H. Tran Nina Tran 929589 White, inc. 626560 Pelagic Fisheries lnc. 981843 Lady Alice Company, inc. 594346 Lady Ann Margaret Inc. 9109M Lady Anna Corp. 94333? WAnnie Fishing Inc. 913939 RBKL, inc. 682407 Christine Tran, inc, 1139848 Christine Tran, inc. 968001 Nguyen 33 LLC 909004 Lady Jackie inc. 1040833 Lady Karen inc, 1089736 Lady Karen inc. 616365 JBN Fishery LLC 905580 Eric La Nguyen 697292 Pacific Fishing Supply, ln:5?7621 Nuong Nguyen Fishery. LU 909535 King Charles Fishery, LLC 545581 Laura Ann Fisheries, LLC 672662 OK UM, inc. 586140 Libra Delta LLC 568649 White, Inc. 576176 KMC at P06. Inc. 251380 Vessel Management Asscci 952622 Viking incorporated 509968 FN Marina LLC 1040505 Viking incorporated 537893 Mighty Joe inc. 985031 Michael R. Pauiette C. Br622875 Page Page Fisheries, inc. 580562 Palmer Pedersen Fisheries 543021 Quan Do 92584? Pacific Fishing Suppiy, ini611010 Younghye Cain 910809 Ocean Springs, LLC 995908 Okay, Inc, 68081? TWOL LLC 550839 Gunn Paci?c Reflection 546106 Hung Nguyen 970935 More Ahi inc. 615432 Dang Fishery, inc- 1081225 Nguyen Fishery, inc. 108122? Dang Fishery, Inc. 1048217 Nguyen Fishery, inc. 1050806 Page Page Fisheries, inc. 511130 A inc. 1045268 Queen Diamond inc. 964927 JBN Fishery LLC 94994? Reagan Nguyen 512767 Kama'aina Hoidings LLC 1050716 KB Fishery LLC 61561? Dang Fishery, inc. 110?128 Attachment 1, Page 2 of 3 Robin Ii Sapphire Sapphire ll Sapphire IE3 Sea Diamond Sea Dragon Sea Dragon ii Sea Dragon ii? Sea Goddess Sea Hawk Sea Hunt Sea Moon Sea Moan I Sea Pearl Sea Queen It See Queen 11A Seaspray Second Andy Serenity Seven Star Sky Moon St. Damien St. Martin St. Peter Sylvia The Seeker Ii Triple-Dragen VAK 2 VAK 3 VAK 5 Vui Vui Vui Vui Yaezaa Zephyr 907207 905883 928208 984929 910973 9188?4 1089137 1051110 929439 513575 1048868 912794 927178 982518 939008 1110939 809841 1188403 542088 593?82 559024 509800 889888 911298 888809 588788 913733 909147 910988 918945 93020? 914121 859780 1101877 LS. Fishing, Inc. H-N Fishery, Inc Sapphire ii, LLC H-N Fishery, Inc. Nancy T. Nguyen BB Bay LLC Sea Dragon 11, inc. Long Thanh Nguyen Capt. Washington I. Inc. Nguyen Fishery, inc. Leiand F. Oldenburg Sea Fiewer inc. Sea Moon I LLC 90720? 905883 928208 984929 910973 918874 108913? 1051110 929439 513575 1048888 912794 927178 Vessel Management Asseci 982518 Theai Van Nguyen Thoai Van Nguyen Fresh Island Fish Ce. inc Second Andy, LLC Page Page Fisheries, Inc. Mikwang, inc. Kyung NOR Shin OKAY, LLC Tran Fishery LLC RS Fishery LLC 8-52, Inci Seeker Fisheries inc. Triple Dragon LLC VAK Fisheries LLC GAO investment inc. VAK Fisheries LLC 939008 1110939 809841 1188403 542088 593782 559024 509800 889888 911298 888809 588788 913733 909147 910988 918945 Phuc Vi Pham. Lam V. Pha3930207 Phuc V. Pham Hai Thi Hu 914121 Ecefisherman, inc. Zephyr Fisheries LLC Attachment 1, Page 3 0f 3 859780 1 101877 FIRST AMENDMENT TO This agreement (?First Amendment?) amends the agreement dated October 14, 2013 (?Agreement?) by and between the Commonwealth of the Northem Mariana Islands (?Territory?), and the Quota Management, Inc, a Hawaii corporation, for itself and as agent for each of the Vessels (as de?ned in the Agreement) (Territory and being individually a ?Party? and together the ?Parties?l For their mutual bene?t and consideration, Territory and QMI agree to amend the Agreement as follows: 1. Paragraph of the Recitals section of the Agreement is amended as follows: On or about November 14, 2011, the U.S. Congress enacted into law Section 113 of the Consolidated and Further Continuing Appropriations Act, 2012 (the relevant provisions of which were subsequently continued by the Department of Commerce Appropriations Act of 2013) (collectively, the ?Legislation providing, among other things, that U.S. Participating Territories of the Commission for the Conservation and Management of Highly Migratory Fish Stocks in the Western and Central Paci?c Ocean (?Commission?) are each authorized to use, assign, allocate, and manage catch limits of highly migratory ?sh stocks, or ?shing effort limits, agreed to by the Commission through arrangements with U.S. vessels With permits issued under the Pelagics Fishery Ecosystem Plan of the Western Paci?c Region "Pelagics or their representatives. The Legislation further provides that Vessels operating under such arrangements are integral to the domestic ?sheries of theeinvolved U.S. Participating Territories provided that, among other things, such arrangements are funded by deposits to the Western Paci?c Sustainable Fisheries Fund in support of the ?sheries development projects identi?ed in a territory?s Marine Conservation Plan and adopted pursuant to Section 204 of the Magnuson?Stevens Fishery Conservation and Management Act. The Legislation directs that the U.S. Secretary of Commerce shall attribute catches made by vessels operating under such arrangements to the U.S. Participating Territories for purposes of annual reporting to the Conunission.? 2. Paragraph of the Recitals section of the Agreement is amended as follows: On or about December 2013, the Western Paci?c Regional Fisheries Management Council submitted proposed Amendment 7 to the Pelagics FEP (?Amendment to the National Marine Fisheries Service for review and approval. See 78 Fed. Reg. 79,389 (Dec. 30, 2013). On January 8, 2014, NMFS issued a proposed rule to implement Amendment 7 (?Proposed Rule?). See ?79 Fed. Reg. 1354 (Jan. 8, 2014). On March 28, 2014, NMFS approved Amendment 7. Amendment 7 establishes a management framework and process for specifying ?shing catch and effort limits and accountability measures for pelagic ?sheries in the U.S. Paci?c territories, and authorizes the government of each territory to allocate a portion of its speci?ed catch or effort limit to a U.S. ?shing vessel or vessels through a speci?ed ?shing agreement, and establish criteria for such speci?ed ?shing agreemants; (ii) establishes an annual limit of 2,000 metric tons (mt) of longline?caught bigeye tuna for each territory?i; and allows each territory to allocate up to 1,000 mt of its 2,000 mt annual limit to a U.S. longline ?shing vessel or vessels in a speci?ed ?shing agreement that meets certain criteria.? 3. Paragraph is added to the Recitals section of the Agreement as follows: The Parties desire and intend to enter into an agreement with respect the Territory?s quota for bigeye tuna, and bigeye tuna catch by U.S. vessels participating in the Hawaii-based deep-set longline ?shery under the Pelagics FEP. The Parties further intend that their agreement shall qualify as a speci?ed ?shing agreement as contemplated by Amendment 7 and thegroposed Rule. The Parties are executing this First Amendment to clarify that the Agreement is consistent 759533932 0010350410001 .. with Amendment 7 and the relevant terms of the Proposed Rule. In addition, insofar as the . authorization of speci?ed ?shing agreements may be subsequently extended, succeeded, I supplemented or supplanted by an Act of Congress, by regulation, or by amendment of the Pelagics PEP, the Parties intend their agreement to be a qualifying arrangement as may be authorized by any such authorities. In executing this Agreement, the parties considered and accounted for recent and anticipated harvest on the bigeye tuna stock that is the subject of this Agreement. 4. The de?nition for ?Quota,? as stated in Paragraph 1 of the Agreement, is amended as follows: ??Quota? means Ten-itory?s total allowable annual catch of bigeye tuna by longline ?shing gear under applicable Conservation and Management Measures or other provisions by the Commission. This term is not intended to imply that the applicable CMMs establish a speci?c limit for bigcye tuna catch that is applicable to Territory. Pursuant to Amendment 7, Territory?s quota is annually limited to 2,000 mt.? 5. The de?nition for ?Vessel,? as stated in Paragraph 1 of the Agreement, is amended as follows: ??Vessel? means each of the vessels permitted, authorized and operating pursuant to the Pelagies FEP if such vessel is identi?ed in Attachment I to this Agreement (or in subsequent amendments of Attachment D. As necessary and practicable, the parties will amend Attachment I and will notify NMF of such amendments.? 6. Paragraph 2 of the Agreement is amended as follows: Catch Assigment. Subject to the terms and conditions of this Agreement, Territory hereby authorizes the Vessels to use, and hereby assigns to the Vessels, Territory?s unused Quota for 2013 and 1.000 mt of Ten'itory?s Quota for each calendar year thereafter during the term of this Agreement. For the term of this Agreement, Territory will not otherwise assign any portion of the Quota except as provided under the tenns of this Agreement.? 7. Paragraph 6 of the Agreement is deleted. 8. Paragraph 9.a. of the Agreement is amended as follows: Assiment. Neither this Agreement nor any of the rights or obligations of the Parties hereunder may be assigned, in whole or in part, without the consent of the other Party, and any attempt to do so will be deemed void and/or a material breach of this Agreement; provided, however, that QMI shall have the right to assign its rights and obligations hereunder to HLA. This Agreement shall be binding upon and inure to the bene?t of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, bene?t or remedy of any nature whatsoever under or by reason of this Agreement. Any assignment of this Agreement or of any of the rights or obligations of the Parties hereunder will comply with applicable law.? 9. Attachment I to the Agreement has been amended. The amended Attachment I is attached to this First Amendment. 769533912 corona-00001 IN WITNESS WHEREOF, the Parties, by their duly aothoriZCd representatives, have executed this First Amendment as of September 8, 2014. ?Territory? 1 . COWONWEALTH OF THE NORTHERN MARIANA ye? Name: khang an Name: Eloy Ines ?3 Title: Presid Title: Governor Address: 1131 North Nimitz Highway Address: do CNMI Department of Lands and .. Natural Resources Honolulu, Hawaii 96817, USA lower Base Phone: (30 3) 540.1302 - P-Q- BOX 10007 Salpan, MP 96950 Fax: (808) 535-3225 Phone: (670) 322-9834 Fax: (670) 322?2533 159533932 0010350430001 AGREEMENT This Section 113(a) agreement (this ?Agreemenf?), dated as of October 14, 2013 (the ?E?'eetr?ve Date?), is made by and between the Commonwealth of the Northern Mariana Islands (?Territory?), and the Quota Management, Inc, a Hawaii corporation, for itself and as agent for each of the Vessels (as de?ned below) (Territory and being individually a ?Parry? and together the ?Parties?), with respect to the following facts: RECITALS A. QMI is a wholly?owned subsidiary of the Hawaii Longline Association HLA is a nonpro?t trade association formed to advance and to bene?t the Hawaii-based commercial longline fisheries industry. In entering into this Agreement, QMI has the right and authority to represent, and is representing, the Vessels with respect to the subject matter of this Agreement. B. Territory desires to responsibly and economically develop its domestic ?sheries as provided in the Territory?s Marine Conservation Plan. C. This agreement will substantially bene?t both the Territory and the US. Hawaii?based commercial longline ?shing industry, as intended by the US. Congress in enacting the legislation described below. D. On or about November 14, 2011, the US. Congress enacted into law Section 113 ofthe Consolidated and Further Continuing Appropriations Act, 2012 (the relevant provisions of which were subsequently continued by the Department of Commerce Appropriations Act of 2013) (collectively, the ?Legislation providing, among other things, that US. Participating Territories of the Commission for the Conservation and Management of Highly Migratory Fish Stocks in the Western and Central Paci?c Ocean (?Commission are each authorized to use, assign, allocate, and manage catch limits of highly migratory ?sh stocks, or ?shing effort limits, agreed to by the Commission through arrangements with US. vessels with permits issued under the Pelagics Fishery Management Plan of the Western Paci?c Region (?Pelagics or their representatives. The Legislation further provides that vessels operating under such arrangements are integral to the domestic ?sheries of the involved U.S. Participating Territories provided that, among other things, such arrangements are funded by deposits to the Western Paci?c Sustainable Fisheries Fund in support of the ?sheries development projects identi?ed in a territory?s Marine Conservation Plan and adopted pursuant to Section 204 of the Magnuson-Stevens Fishery Conservation and Management Act. The Legislation directs that the U.S. Secretary of Commerce shall attribute catches made by vessels operating under such arrangements to the US. Participating Territories for purposes of annual reporting to the Commission. E. The Parties desire and intend to enter into an agreement pursuant to the terms of the Legislation with respect the Territory?s quota for bigeye tuna, and bigeye tuna catch by US. vessels participating in the Hawaii-based deep~set longline ?shery under the Pelagics FMP. The Parties ?irther intend that their agreement shall qualify as a ?Section 113(a) arrangement? as that term (or any similarly defined agreement) is used in regulations issued by the National Marine Fisheries Service. Insofar as the authorization of Section I 13(a) arrangements may be subsequently extended, succeeded, supplemented or supplanted by an Act of Congress, regulation, or by amendment of the Pelagics FMP, the Parties also intend their agreement to be a qualifying arrangement as may be authorized by the Pelagics FMP. 747434991 001035000001 AGREEMENT NOW, THEREFORE, the Parties agree as follows: 1. De?nitions. in addition to the Speci?c terms de?ned in the first paragraph, recitals and other provisions of this Agreement, the following terms will have the meanings set forth below: ?Catch? means, with respect to a Vessel, the total catch of bigeye tuna by longline ?shing gear on such Vessel. ?Quota? means Territory?s total allowable annual catch for bigeye tuna by longline ?shing gear under applicable Conservation and Management Measures or other provisions by the Commission. This term is not intended to imply that the applicable CMMs establish a speci?c limit for bigeye tuna catch that is applicable to Territory. Territory?s quota may be without limitation. ?Vessel? means each of the vessels permitted, authorized and operating pursuant to the Pelagics FMP if such vessel is identi?ed in Attachment I to this Agreement (or in subsequent amendments of Attachment I). 2. Catch Assignment. Subject to the terms and conditions of this Agreement, Territory hereby authorizes the Vessels to use, and hereby assigns to the Vessels, Territory?s unused Quota for 2013 and for each calendar year thereafter during the term of this Agreement. 3. Funding and Consideration. In consideration for Territory?s allocation of Catch pursuant to this Agreement, and subject to the conditions stated in this Section, will annually contribute an agreed sum into the Western Paci?c Sustainable Fisheries Fund in support of the ?sheries deve10pment projects identi?ed in the Territory?s Marine Conservation Plan. The total amount of contributions annually payable by QMI shall be: one hundred and thousand dollars ($150,000) for 2013; one hundred and seventy-?ve thousand dollars ($175,000) for 2014; and two hundred thousand dollars ($200,000) for 2015. Contributions to the Western Paci?c Sustainable Fisheries Fund shall be paid annually by QMI as follows: one-half of the annual total contribution shall be made within ten (10) days of the date QMI receives actual notice that any Catch by any Vessel is attributed by the National Marine Fisheries Service to the Quota pursuant to this Agreement; and, provided that any Catch by any Vessel is attributed by the Quota pursuant to this Agreement in a given year, one-half of the annual total contribution shall be made on or before January 10th of the subsequent year. 4. No Additional Representations or Warranties. Except as other expressly stated in this Agreement, neither QMI nor Territory makes any warranties or representations, express or implied. 5. Limitation on Liabiligg. Neither Party will be liable to the other Party or any other person for any indirect, incidental, consequential or punitive damages, including, without limitation, loss of pro?t or goodwill, for any matter arising out of or relating to this agreement or its subject matter, whether such liability is asserted on the basis of contract, tort or otherwise even if either Party has been advised of the possibility of such damages. 6. Allocation of Unused Quota. For the tem of this Agreement, Territory will not assign any portion of the Quota except pursuant to the terms of this Agreement. This Agreement assigns only the unused portion of the Quota, which shall be determined by subtracting the actual total catch attributable to bigeye tuna by longline ?shing gear on vessels, other than the Vessels, of the Territory from the Quota. 747434991 0010350410001 -2- 7. Taxes. Territory will not charge QMI, or any Vessel, any fee, tax, surcharge or other cost with reapect to the Catch assigned pursuant to this Agreement. 8. Term Termination. The term of this Agreement (the ?Term?) will commence on the B?'ective Date and terminate on the earlier of one of the terminating events below described in this Section 8 or December 3 2015. Notwithstanding the foregoing, this Agreement may be terminated at any time by a written agreement executed by the Parties, or immediately upon written notice from one Party to the other Party if any governmental, agency or other third-party action that prevents either Party from performing its obligations under this Agreement or bene?ting from its rights, whether in whole or in part, under this Agreement. If this Agreement is terminated because of any governmental, agency or other third-party action that prevents either Party ?-om performing its obligations or bene?ting ?rom its rights under this Agreement in a manner that results in no effective Quota allocation, shall be entitled to the return of its full contribution. Ifthis Agreement is terminated because of any governmental, agency or other third-party action that prevents either Party from performing its obligations or bene?ting from its rights under this Agreement in a manner that results in only a partially e??ective Quota allocation, shall not be obligated to make any unpaid contributions after termination, and shall also be entitled to return of it contributions proportionate to the unused portion of the Quota allocation, if any. Any termination of this Agreement will not affect any allocation of Catch against the Quota that occurs prior to termination. 9. Miscellaneous. a. Assiggment. Neither this Agreement nor any of the rights or obligations of the Parties hereunder may be assigned, in whole or in part, without the consent of the other Party, and any attempt to do so will be deemed void andlor a material breach of this Agreement; provided, however, that QMI shall have the right to assign its rights and obligations hereunder to HLA. This Agreement shall be binding upon and inure to the bene?t of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, bene?t or remedy of any nature whatsoever under or by reason of this Agreement. b. Amendment. No amendment, change, waiver, or discharge hereof will be valid unless in Writing and signed by both Parties. c. Countemarts. This Agreement may be exocuted in any number of counterparts and each such executed counterpart will be deemed to be an original instrument, but all such executed counterparts together will constitute one and the same instrument. d. Further Assurances. Each Party agrees at its own expense, to execute, acknowledge and deliver any further documents and instruments reasonably requested by the other Party, and to take any other action consistent with the terms of this Agreement that may reasonably be requested by the other Party, for the purpose of consummating the transactions contemplated by this Agreement. e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing; (ii) shall be delivered personally, including by means of facsimile or courier, or mailed by registered or certified mail, postage prepaid and return receipt requested; and shall be deemed given on the date of personal delivery or on the date set forth on the return receipt. All notices, demands or requests shall be sent or delivered to the respective address speci?ed on the signatory page of this Agreement, except that either Party, upon notice to the other Party as provided for herein, may change the address to which ?rrther notices, demands or requests shall be sent. 74743499.] oomssococm f. Governing Law. This Agreement shall in all respects be governed by and construed in accordance with applicable laws of the United States. g. Entire Ageemeng Modi?cation; Waiver. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. No modi?cation, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of any of the Parties thereafter to enforce each and every provision hereof in accordance with its terms. IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the Effective Date. ?Territory? QUOTA MANAGEMEN INC. COMMONWEALTH OF THE NORTHERN By: By: Name: khan ng Name: Eloy Enos Title: Presid Title: Governor Address: c/o CNMI Department of Lands and Natural Resources Lower Base Phone: (808) 540-1302 P-Q- Box 10007 Saipan, MP 96950 Fax: (808) 536-3225 Address: 1131 North Nimitz Highway Honolulu, Hawaii 96817, USA Phone: (670) 322-9834 Fax: (670) 322?2633 74748499.] 0010350410001