Common use of Rights After Event of Default Clause in Contracts

Rights After Event of Default. If an Event of Default has occurred and is continuing, subject to Sections 3 and 5 of this Agreement: (a) Agent may exercise all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agent, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code of the appropriate jurisdiction to the extent of its interest in the Collateral as set forth in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Agent and Lenders arising out of the exercise by Agent of any of its rights hereunder. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any other person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guaranty thereof or right of offset with respect thereto. Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. All of the foregoing rights and remedies of Agent are cumulative, and Agent shall also have upon the occurrence of any Event of Default all other rights and remedies provided under the other Loan Documents and any other agreement between Pledgor, Borrower, Agent, Lenders, or otherwise available at law or in equity or by statute.

Rights After Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default (unless Administrative Agent has occurred and is continuingwaived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent), subject to Sections 3 and 5 of this Agreement: (a) Administrative Agent may exercise shall have all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agent, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party upon default under the Uniform Commercial Code as adopted in the State of New York, (as amended and in effect from time to time, the "UCC") in addition to which Administrative Agent may sell or otherwise dispose of the appropriate jurisdiction Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction of) the Obligations in accordance with the provisions of the Credit Agreement. Without limitation to the foregoing, upon the occurrence of during the continuance of an Event of Default, (i) the Administrative Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof to the Obligations in the order set forth in the Credit Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Administrative Agent, to be (or have its interest nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Administrative Agent, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the Collateral name of the Administrative Agent or its nominee), and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as set forth if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable lawcorporate or other organizational structure of any Issuer, Pledgor waives all claims, damages and demands it may acquire against Agent and Lenders arising out of or upon the exercise by a Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of its rights hereundersuch Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) Each Pledgor and Borrower shall remain liable to Administrative Agent for any deficiency remaining following such application. (c) The Unless any Collateral threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event Administrative Agent shall give Pledgors such notice as may be practicable under the circumstances), Administrative Agent shall give Pledgors at least the greater of the minimum notice required by law, or ten (10) days, prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. (d) Each Pledgor acknowledges that, notwithstanding anything contained herein to the contrary, any exercise by Administrative Agent of Administrative Agent's and any Lender's rights of Agent hereunder shall not be conditioned or contingent upon the pursuit occurrence and during the continuance of an Event of Default will be subject to compliance by Administrative Agent and Lenders with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority. Administrative Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Administrative Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. (e) The proceeds of any collection or of any sale or disposition of any Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Administrative Agent determines in its sole discretion. Pledgors and Borrower shall remain liable to Administrative Agent and the Lenders for any deficiency remaining following such application. (f) The Administrative Agent may buy or otherwise acquire any part or all of the Collateral at any public sale or other disposition and if any part or all of the Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Administrative Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to the Credit Agreement. Only after such applications, and after payment by the Administrative Agent of any right amount required by §9-608(a)(1)(C) or remedy against §9-615(a)(3) of the UCC, need the Administrative Agent account to the applicable Pledgor for any other person which surplus. (g) Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale or become liable other disposition of the Pledged Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), federal banking laws, and other applicable Laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable Laws, even if the applicable Issuer would agree to do so. Subject to the foregoing, the Administrative Agent agrees that any sale of the Pledged Interests shall be made in a commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause the issuers of the Pledged Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at such Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Administrative Agent, advisable to exempt such Pledged Interests from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Administrative Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of §11(a) of the Securities Act. (h) Each Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Interests pursuant to this Section 7 valid and binding and in compliance with any and all applicable Laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or "Blue Sky" laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Pledgor's expense. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of all or such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against such Pledgor by the Administrative Agent and each Pledgor hereby waives and agrees not to assert any part defenses against an action for specific performance of the Obligations or against any other collateral security therefor, guaranty thereof or right of offset with respect thereto. Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. All of the foregoing rights and remedies of Agent are cumulative, and Agent shall also have upon the occurrence of any Event of Default all other rights and remedies provided under the other Loan Documents and any other agreement between Pledgor, Borrower, Agent, Lenders, or otherwise available at law or in equity or by statutesuch covenants.

Rights After Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default (unless Collateral Agent has occurred and is continuingwaived such Event of Default by written instrument signed by a duly authorized officer of the Collateral Agent, subject to Sections 3 and 5 of this Agreement: (a) the Collateral Agent may exercise shall have all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agent, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party upon default under the Uniform Commercial Code of the appropriate jurisdiction UCC in addition to the extent of its interest in which the Collateral as set forth in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it Agent may acquire against Agent and Lenders arising out of the exercise by Agent of any of its rights hereunder. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any other person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guaranty thereof or right of offset with respect thereto. Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any the Collateral upon and/or enforce and collect the request Collateral for application towards (but not necessarily in complete satisfaction of) the Senior Indebtedness in accordance with the provisions of Pledgor or any other person or to take any other action whatsoever with regard the Intercreditor Agreement for further application pursuant to the Collateral or any part thereofLoan Agreement. All of Without limitation to the foregoing rights and remedies of Agent are cumulativeforegoing, and Agent shall also have upon the occurrence of during the continuance of an Event of Default, (i) the Collateral Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof in accordance with the Intercreditor Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Collateral Agent, to be (or have its nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Collateral Agent, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the name of the Collateral Agent or its nominee), and the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by a Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of such Collateral with any committee, depositary, transfer Collateral Agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) [intentionally omitted] (c) Unless any Collateral threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event Collateral Agent shall give Pledgors such notice as may be practicable under the circumstances), Collateral Agent shall give Pledgors at least the greater of the minimum notice required by law, or ten (10) days, prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. (d) Each Pledgor and the Collateral Agent acknowledges that, notwithstanding anything contained herein to the contrary, any exercise by Collateral Agent of Collateral Agent’s and any Secured Party’s rights upon the occurrence and during the continuance of an Event of Default will be subject to compliance by Collateral Agent and Secured Parties with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority. Collateral Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Collateral Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. (e) The proceeds of any collection or of any sale or disposition of any Collateral, or any portion thereof, held pursuant to this Agreement shall be applied in accordance with the Intercreditor Agreement. Borrower and any Pledgor that is a guarantor of or otherwise liable for any Senior Indebtedness shall remain liable to Collateral Agent and the Secured Parties for any deficiency remaining following such application. (f) The Collateral Agent may buy or otherwise acquire any part or all of the Collateral at any public sale or other rights disposition and remedies provided if any part or all of the Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Collateral Agent shall apply the cash proceeds actually received from any sale or other disposition in accordance with the Intercreditor Agreement. Only after such applications, and after payment by the Collateral Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Collateral Agent account to the applicable Pledgor for any surplus. (g) Each Pledgor and the Collateral Agent recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of the Pledged Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), federal banking laws, and other applicable Laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or such other Loan Documents federal banking or other applicable Laws, even if the applicable Issuer would agree to do so. Subject to the foregoing, the Collateral Agent agrees that any sale of the Pledged Interests shall be made in a commercially reasonable manner and in accordance with applicable securities laws, and each Pledgor agrees to use its best efforts to cause the Issuers of the Pledged Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to exempt such Pledged Interests from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor further agrees to use its best efforts to cause such Issuer or Issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Collateral Agent shall designate and, if required, to cause such Issuer or Issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of §11(a) of the Securities Act. In no event shall any Issuer be obligated to register any securities under the Securities Act or under any other agreement between federal or state securities laws. (h) Each Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Interests pursuant to this Section 7 valid and binding and in compliance with any and all applicable Laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Pledgor’s expense. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Collateral Agent and the Secured Parties, Borrower, Agent, Lenders, or otherwise available that the Collateral Agent and the Secured Parties have no adequate remedy at law or in equity or respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against such Pledgor by statutethe Collateral Agent and each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Rights After Event of Default. A. If an Event of Default has occurred shall occur and is be continuing, subject the Mortgagee shall have the right and option to Sections 3 proceed with foreclosure and 5 of this Agreement: (a) Agent may exercise all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agentsell, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code of the appropriate jurisdiction to the extent of its interest in the Collateral as set forth in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable law, Pledgor waives all claimsor any portion of the Mortgaged Property at one or more sales, damages as an entirety or in parcels, at such place or places and demands otherwise in such manner and upon such notice as may be required by applicable law or, in the absence of any such requirements, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. B. Notwithstanding any other provision of this Article V, if any of the Secured Indebtedness shall become due and payable and shall not be promptly paid, Mortgagee shall have the right and power to proceed by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure hereunder or for the sale of the Mortgaged Property under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. Any money advanced by Mortgagee in connection with any such receivership shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagors 1346039v5 14 to Mortgagee and shall bear interest from the date of making such advance by Mortgagee until paid at the Default Rate. C. Notwithstanding any other provision, Mortgagee shall also have the option to proceed with foreclosure in satisfaction of any installments of the Secured Indebtedness which have not been paid when due either through the courts or by proceeding with foreclosure in satisfaction of the matured but unpaid portion of the Secured Indebtedness as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest due; such sale may be made subject to the unmatured portion of the Secured Indebtedness, and any such sale shall not in any manner affect the unmatured portion of the Secured Indebtedness, but, as to such unmatured portion of the Secured Indebtedness, this Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Secured Indebtedness, it being the purpose hereof to provide for a foreclosure and sale of the security for any matured portion of the Secured Indebtedness without exhausting the power to foreclose and sell the Mortgaged Property for any subsequently maturing portion of the Secured Indebtedness. D. The Mortgaged Property may acquire against Agent be sold in one or more parcels and Lenders in such manner and order as Mortgagee, in his sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. E. Upon the exercise by Agent happening of any of its rights hereunderthe Events of Default, Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the UCC with reference to the personal property, as-extracted collateral and fixtures in which Mortgagee has been granted a security interest hereby, or Mortgagee may proceed as to both the real and personal property covered hereby. (c) The rights F. Mortgagors agree to the full extent they lawfully may, that, in case one or more of Agent hereunder the Events of Default shall have occurred and shall not be conditioned or contingent have been remedied, then, and in every such case, Mortgagee shall have the right and power to enter into and upon the pursuit by Agent of any right or remedy against any other person which may be or become liable in respect and take possession of all or any part of the Obligations Mortgaged Property in the possession of Mortgagors, their successors or against assigns, or their agents or servants, and may exclude Mortgagors, their successors or assigns, and all persons claiming under Mortgagors, and their agents or servants wholly or partly therefrom. All costs, expenses and liabilities of every character incurred by Mortgagee in administering, managing, operating, and controlling the Mortgaged Property shall constitute a demand obligation (which obligation Mortgagors hereby expressly promise to pay) owing by Mortgagors to Mortgagee and shall bear interest from date of expenditure until paid at the Interest Rate, all of which shall constitute a portion of the Secured Indebtedness and shall be secured by this Mortgage and all other Security Instruments. G. Every right, power and remedy herein given to Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing in equity, at law or by statute (including specifically those granted by the UCC in effect and applicable to the Mortgaged Property or any other collateral security thereforportion thereof) each and every right, guaranty thereof power and remedy whether specifically herein given or right otherwise existing may be exercised 1346039v5 15 from time to time and so often and in such order as may be deemed expedient by Mortgagee, and the exercise, or the beginning of offset with respect thereto. Agent the exercise, of any such right, power or remedy shall not be liable deemed a waiver of the right to exercise, at the same time or thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. H. Neither Mortgagors, nor any guarantor or any other person hereafter obligated for any failure to demand, collect or realize upon payment of all or any part of the Collateral or for Secured Indebtedness shall be relieved of such obligation by reason of (a) the failure of Mortgagee to comply with any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Mortgagors, or any guarantor or any other person so obligated, to foreclose the lien of this Mortgage or to take enforce any provision hereunder or under the Credit Agreement; (b) the release, regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein or the addition of any other action whatsoever with regard property to the Collateral Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to Mortgagors, any guarantor or such other person, and in such event Mortgagors, guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Mortgagee; or (d) by any other act or occurrence save and except the complete payment of the Secured Indebtedness and the complete fulfillment of all obligations hereunder or under the Credit Agreement. I. Mortgagee may release, regardless of consideration, any part thereof. All of the foregoing rights Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Mortgage or its stature as a first and remedies of Agent are cumulativeprior lien and security interest in and to the Mortgaged Property, and Agent shall also have upon without in any way releasing or diminishing the occurrence liability of any person or entity liable for the repayment of the Secured Indebtedness. For payment of the Secured Indebtedness, Mortgagee may resort to any other security therefor held by Mortgagee in such order and manner as Mortgagee may elect. J. To the fullest extent permitted by law, Mortgagors hereby irrevocably and unconditionally waive and release (a) all benefits that might accrue to Mortgagors by virtue of any present or future moratorium law or other law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default all other rights and remedies or of Mortgagee’s intention to accelerate maturity of the Secured Indebtedness or of his election to exercise (or his actual exercise of) any right, remedy or recourse provided for hereunder or under the other Loan Documents Credit Agreement; and (c) any other agreement between Pledgorright to a marshaling of assets or a sale in inverse order of alienation. If any law referred to in this Mortgage and now in force, Borrower(of which Mortgagors or their successor or successors might take advantage despite the provisions hereof), Agentshall hereafter be repealed or cease to be in force, Lenderssuch law shall thereafter be deemed not to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. K. In case Mortgagee shall have proceeded to invoke any right, remedy or otherwise available at law recourse permitted hereunder or in equity or by statute.under the Credit Agreement and shall thereafter elect to discontinue or

Rights After Event of Default. A. If an Event of Default has occurred shall occur and is be continuing, subject the Mortgagee shall have the right and option to Sections 3 proceed with foreclosure and 5 of this Agreement: (a) Agent may exercise all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agentsell, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code of the appropriate jurisdiction to the extent of its interest in the Collateral as set forth in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable Law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law or, in the absence of any such requirements, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. B. Notwithstanding any other provision of this Article V, if any of the Secured Indebtedness shall become due and payable and shall not be promptly paid, Mortgagee shall have the right and power to proceed by a suit or suits in equity or at law, Pledgor waives all claimswhether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, damages or for any foreclosure hereunder or for the sale of the Mortgaged Property under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Mortgaged Property under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. Any money advanced by Mortgagee in connection with any such receivership shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and demands shall bear interest from the date of making such advance by Mortgagee until paid at the Default Rate. C. Notwithstanding any other provision, Mortgagee shall also have the option to proceed with foreclosure in satisfaction of any installments of the Secured Indebtedness which have not been paid when due either through the courts or by proceeding with foreclosure in satisfaction of the matured but unpaid portion of the Secured Indebtedness as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest due; such sale may be made subject to the unmatured portion of the Secured Indebtedness, and any such sale shall not in any manner affect the unmatured portion of the Secured Indebtedness, but, as to such unmatured portion of the Secured Indebtedness, this Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Secured Indebtedness, it being the purpose hereof to provide for a foreclosure and sale of the security for any matured portion of the Secured Indebtedness without exhausting the power to foreclose and sell the Mortgaged Property for any subsequently maturing portion of the Secured Indebtedness. D. The Mortgaged Property may acquire against Agent be sold in one or more parcels and Lenders in such manner and order as Mortgagee, in his sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. E. Upon the exercise by Agent happening of any of its rights hereunderthe Events of Default, Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the UCC with reference to the personal property, as-extracted collateral and fixtures in which Mortgagee has been granted a security interest hereby, or Mortgagee may proceed as to both the real and personal property covered hereby. (c) The rights F. Mortgagor agrees to the full extent it lawfully may, that, in case one or more of Agent hereunder the Events of Default shall have occurred and shall not be conditioned or contingent have been remedied, then, and in every such case, Mortgagee shall have the right and power to enter into and upon the pursuit by Agent of any right or remedy against any other person which may be or become liable in respect and take possession of all or any part of the Obligations Mortgaged Property in the possession of Mortgagor, its successors or against permitted assigns, or its agents or servants, and may exclude Mortgagor, its successors or permitted assigns, and all persons claiming under Mxxxxxxxx, and its agents or servants wholly or partly therefrom. All costs, expenses and liabilities of every character incurred by Mortgagee in administering, managing, operating, and controlling the Mortgaged Property shall constitute a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mxxxxxxxx to Mortgagee and shall bear interest from date of expenditure until paid at the Default Rate, all of which shall constitute a portion of the Secured Indebtedness and shall be secured by this Mortgage and all other Collateral Documents. G. Every right, power and remedy herein given to Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or hereafter existing in equity, at law or by statute (including specifically those granted by the UCC in effect and applicable to the Mortgaged Property or any portion thereof) each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by Mortgagee, and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other collateral security thereforright, guaranty power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing. H. Neither Mortgagor, nor any guarantor or any other person hereafter obligated for payment of all or any part of the Secured Indebtedness shall be relieved of such obligation by reason of (a) the failure of Mortgagee to comply with any request of Mortgagor, or any guarantor or any other person so obligated, to foreclose the Lien of this Mortgage or to enforce any provision hereunder or under the Credit Agreement; (b) the release, regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to Mortgagor, any guarantor or such other person, and in such event Mortgagor, guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Mortgagee; or (d) by any other act or occurrence save and except the complete payment of the Secured Indebtedness and the complete fulfillment of all obligations hereunder or under the Credit Agreement. I. Mortgagee may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien created in or evidenced by this Mortgage or its stature as a first and prior Lien in and to the Mortgaged Property, and without in any way releasing or diminishing the liability of any person or entity liable for the repayment of the Secured Indebtedness. For payment of the Secured Indebtedness, Mortgagee may resort to any other security therefor held by Mortgagee in such order and manner as Mortgagee may elect. J. To the fullest extent permitted by applicable Law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Mortgagor by virtue of any present or future moratorium Law or other Law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Mortgagee’s intention to accelerate maturity of the Secured Indebtedness or of its election to exercise (or its actual exercise of) any right, remedy or recourse provided for hereunder or under the Credit Agreement; and (c) any right to a marshaling of offset assets or a sale in inverse order of alienation. If any Law referred to in this Mortgage and now in force, (of which Mortgagor or its successor or successors might take advantage despite the provisions hereof), shall hereafter be repealed or cease to be in force, such Law shall thereafter be deemed not to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. K. In case Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted hereunder or under the Credit Agreement and shall thereafter elect to discontinue or abandon same for any reason, Mortgagee shall have the unqualified right so to do and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect theretoto the Secured Indebtedness, this Mortgage, the Credit Agreement, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if same had never been invoked. L. The proceeds of any sale of the Mortgaged Property or any part thereof and all other monies received by Mortgagee through any proceedings for the enforcement hereof or otherwise, whose application has not elsewhere herein been specifically provided for, shall be applied: FIRST, to the payment of all expenses incurred by Mortgagee incident to the enforcement of this Mortgage, the Credit Agreement or any of the Secured Indebtedness (including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof and of conveyances, and court costs, compensation of agents and employees, and reasonable legal fees, and to the payment of all other charges, expenses, liabilities and advances incurred or made by Mortgagee under this Mortgage or in executing any power hereunder; SECOND, to payment of the Secured Indebtedness in such order and manner as Mortgagee may elect; and THIRD, to Borrowers, Mortgagor or as otherwise required by any applicable Law. Agent IN CONNECTION WITH ANY ACTION TAKEN BY MORTGAGEE PURSUANT TO THIS MORTGAGE, MORTGAGEE AND EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS (“INDEMNIFIED PARTIES”) shall not be liable for any failure to demand, collect or realize upon all loss sustained by Mxxxxxxxx resulting from an assertion that Mortgagee has received funds from the production of Hydrocarbons claimed by third persons or any act or omission of any Indemnified Party in administering, managing, operating or controlling the Mortgaged Property unless such loss is caused by the gross negligence or willful misconduct of an Indemnified Party, nor shall Mortgagee be obligated to perform or discharge any obligation, duty or liability of Mortgagor. Unless such liability, loss, or damage is caused by the gross negligence or willful misconduct of an Indemnified Party, Mxxxxxxxx shall and do hereby agrees to indemnify each Indemnified Party for, and to hold each Indemnified Party harmless from, any and all liability, loss or damage which may or might be incurred by any Indemnified Party by reason of this Mortgage or the exercise of rights or remedies hereunder; should Mortgagee make any expenditure on account of any such liability, loss or damage, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Mortgagee and shall bear interest from the date expended until paid at the applicable interest rate set forth in the Credit Agreement, shall be a part of the Collateral or for any delay in doing so, nor Secured Indebtedness and shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. All of the foregoing rights and remedies of Agent are cumulative, and Agent shall also have upon the occurrence of any Event of Default all other rights and remedies provided under the other Loan Documents secured by this Mortgage and any other agreement between Pledgorsecurity instrument. Mortgagor hereby assents to, Borrower, Agent, Lenders, or otherwise available at law or ratifies and confirms any and all actions of Mortgagee with respect to the Mortgaged Property taken under this Mortgage. The liabilities of the Mortgagor as set forth in equity or by statutethis Article V shall survive the termination of this Mortgage.

Rights After Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default (unless Agent has occurred and is continuingwaived such Event of Default by written instrument signed by a duly authorized officer of Agent), subject to Sections 3 and 5 of this Agreement: (a) Agent may exercise shall have all of its rights with respect to the Collateral, including, but not limited to, notifying Depository (the “Control Notice”) to comply with instructions given by Agent with respect to the Collateral held by Depository and, if requested by Agent, to pay any such Net Equity Issuance Proceeds directly to Agent and all other steps reasonably necessary to protect and enforce Agent’s rights with respect to the Net Equity Issuance Proceeds. Agent may make a request to Depository for immediate payment to Agent of the Net Equity Issuance Proceeds that are otherwise due and payable pursuant to the Organizational Documents, may receive such amounts, and may apply such amounts for the purposes set forth in Section 5 above. (b) Agent may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party upon default under the Uniform Commercial Code as adopted in the State of New York, (as amended and in effect from time to time, the “UCC”) in addition to which Agent may sell or otherwise dispose of the appropriate jurisdiction Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction of) the Obligations in accordance with the provisions of the Credit Agreement. Without limitation to the foregoing, upon the occurrence of and during the continuance of an Event of Default, (i) the Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof to the Obligations in the order set forth in the Credit Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Agent, to be (or have its interest nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Agent, promptly execute and deliver (or cause to be executed and delivered) to the Agent all such proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the Collateral name of the Agent or its nominee), and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as set forth if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in this Agreement so long as all Net Equity Issuance Proceeds received hereunder are used in connection with the Obligations. To the extent permitted by applicable lawcorporate or other organizational structure of any Issuer, Pledgor waives all claims, damages and demands it may acquire against Agent and Lenders arising out of or upon the exercise by a Pledgor or the Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of its rights hereundersuch Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) If the proceeds of any sale or recapitalization are insufficient to pay all Obligations to which Secured Parties are legally entitled, the Credit Parties shall be jointly and severally liable for the deficiency. (c) The rights Unless any Collateral threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event Agent hereunder shall not give Pledgors such notice as may be conditioned practicable under the circumstances), Agent shall give Pledgors at least the greater of the minimum notice required by law, or contingent upon ten (10) days, prior written notice of the pursuit date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. (d) Each Pledgor acknowledges that, notwithstanding anything contained herein to the contrary, any exercise by Agent of Agent’s and any right Lender’s rights upon the occurrence and during the continuance of an Event of Default will be subject to compliance by Agent and Lenders with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or remedy against other governmental authority. Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. (e) The proceeds of any collection or of any sale or disposition of any Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Agent determines in its sole discretion. Pledgors and Borrower shall remain liable to Agent and the Lenders for any deficiency remaining following such application. (f) The Agent may buy or otherwise acquire any part or all of the Collateral at any public sale or other person disposition and if any part or all of the Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses which may be incurred by the Agent in attempting to collect the Obligations or become liable to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to the Credit Agreement. Only after such applications, and after payment by the Agent of any amount required by §9-608(a)(1)(C) or §9-615(a)(3) of the UCC, need the Agent account to the applicable Pledgor for any surplus. (g) Each Pledgor recognizes that the Agent may be unable to effect a public sale or other disposition of the Pledged Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), federal banking laws, and other applicable Laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable Laws, even if the applicable Issuer would agree to do so. Subject to the foregoing, the Agent agrees that any sale of the Pledged Interests shall be made in a commercially reasonable manner, and each Pledgor agrees to use its best efforts to cause the issuers of the Pledged Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at such Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Pledged Interests from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of §11(a) of the Securities Act. (h) Each Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Pledged Interests pursuant to this Section 7 valid and binding and in compliance with any and all applicable Laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Pledgor’s expense. Each Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Agent and the Secured Parties, that the Agent and the Secured Parties have no adequate remedy at law in respect of all or such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against such Pledgor by the Agent and each Pledgor hereby waives and agrees not to assert any part defenses against an action for specific performance of the Obligations or against any other collateral security therefor, guaranty thereof or right of offset with respect thereto. Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. All of the foregoing rights and remedies of Agent are cumulative, and Agent shall also have upon the occurrence of any Event of Default all other rights and remedies provided under the other Loan Documents and any other agreement between Pledgor, Borrower, Agent, Lenders, or otherwise available at law or in equity or by statutesuch covenants.