Common use of Sale, Etc Clause in Contracts

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligationscontinuing, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions laws of the Chapter 313 Republic of Title 46 of the United States CodePanama, as amended, or and by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) to the extent permitted by and in accordance with any applicable law, take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person Person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) to the extent permitted by and in accordance with any applicable law, sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, lien, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen twenty (1420) days prior to the date fixed for such sale, by telegraph, cable cable, telefax or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder or under any other Credit Document. Without limiting the generality of the foregoing, Mortgagee shall be entitled to exercise all the rights and remedies available to it under Articles 1527 and 1527-A of the Code of Commerce of the Republic of Panama; (e) manage, insure, maintain and repair the Vessel and charter, employ, sail or lay up the Vessel in such manner, upon such terms and for such period as the Mortgagee deems reasonably expedient; and for the purposes aforesaid the Mortgagee shall be entitled to do all acts and things reasonably incidental or conducive thereto and in particular to enter into such arrangements respecting such Vessel, and the insurance, management, maintenance, repair, classification, chartering and employment of such Vessel, in all respects as if the Mortgagee were the owner of such Vessel and without being responsible for any loss thereby incurred; (f) recover from the Mortgagor on demand any liabilities, losses and reasonable expenses as may be incurred by the Mortgagee in or about the exercise of the power vested in the Mortgagee hereunder; (g) generally, recover from the Mortgagor on demand any liabilities, losses and reasonable expenses incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers aforesaid; (h) not be required to have the Vessel marshaled (upon any sale of the Vessel) or be required to realize on any other collateral prior to its realization on the Vessel; and (i) exercise any other rights it may have under applicable law or any other Credit Document.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and Sell or otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws dispose of any other applicable jurisdiction; (b) bring suit Collateral at law, in equity one or in admiralty more public or initiate and prosecute such other judicial, extrajudicial, private sales at the Collateral Agent's place of business or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at the cost such price and expense of the Mortgagor; (d) sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee Required Purchasers may deem determine; provided, however, that if the NGP Common Stock continues to be for its best advantagelisted on the New York Stock Exchange or another major United States securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc., and provided that there is not continuing a suspension in trading of the Mortgagee may become NGP Common Stock for more than one business day, then Collateral Agent shall effect any foreclosure or sale of the purchaser at any Pledged Securities by exercising its rights under the Registration Rights Agreement (i) with respect to the Pledged Securities consisting of NGOP Common Units, to exchange same into shares of NGP Common Stock and (ii) with respect to the Pledged Securities consisting of NGP Common Stock (whether as originally so granted or as so exchanged), to sell the shares into the public salemarkets; provided, and further, that the requirement in the foregoing proviso shall only apply if (1) NGP shall have filed a Registration Statement on Form S-3 (the right "Shelf Registration Statement") pursuant to credit the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the purchase price date of the intended foreclosure sale for which 10 days' written notice was provided by the Collateral Agent to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all sums material respects, (iv) the receipt by the Company of money due hereunderany notification with respect to the suspension of the qualification of the Pledged Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, nothing in this Section 7(b) shall be construed to limit the rights of the Collateral Agent to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public or private) of the Pledged Securities.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and Sell or otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws dispose of any other applicable jurisdiction; (b) bring suit Collateral at law, in equity one or in admiralty more public or initiate and prosecute such other judicial, extrajudicial, private sales at the Collateral Agent's place of business or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at the cost such price and expense of the Mortgagor; (d) sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee Directing Creditors may deem determine; provided, however, that if the NGP Common Stock continues to be for its best advantagelisted on the New York Stock Exchange or another major United States securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc., and provided that there is not continuing a suspension in trading of the Mortgagee may become NGP Common Stock for more than one business day, then Collateral Agent shall effect any foreclosure or sale of the purchaser at any Pledged Securities by exercising its rights under the Registration Rights Agreement (i) with respect to the Pledged Securities consisting of NGOP Common Units, to exchange same into shares of NGP Common Stock and (ii) with respect to the Pledged Securities consisting of NGP Common Stock (whether as originally so granted or as so exchanged), to sell the shares into the public salemarkets; provided, and further, that the requirement in the foregoing proviso shall only apply if (1) NGP shall have filed a Registration Statement on Form S-3 (the right "Shelf Registration Statement") pursuant to credit the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the purchase price date of the intended foreclosure sale for which 10 days' written notice was provided by the Collateral Agent to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all sums material respects, (iv) the receipt by the Company of money due hereunderany notification with respect to the suspension of the qualification of the Pledged Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, nothing in this Section 7(b) shall be construed to limit the rights of the Collateral Agent to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public or private) of the Pledged Securities.

Sale, Etc. If an During the continuance of any Mortgage Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the ObligationsDefault, the Mortgagee mayshall have the right to pursue and enforce any of its rights and remedies under the Indenture and any other Note Document and, to in addition, Mortgagee may do any one or more of the fullest extent permitted by and in accordance with applicable lawfollowing as it may elect: (a) exercise Exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions the laws of the Chapter 313 Republic of Title 46 of Panama or other applicable law including the United States Code, as amended, or by the applicable laws of any other applicable jurisdiction; (b) bring Bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicialextra-judicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of on the ObligationsNotes, and all other obligations due, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take Take possession of the Vessel, Vessel with or without legal proceedings, at any place where it may be found, ; and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage damage, to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, returns, premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any Person whomsoever, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) of this Section 4.01 below, all costs, expensesexpenses (including without limitation attorneys’ fees and disbursements), charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take itthem, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee without being responsible for loss or damage, sell it at any place or places and at such time or times as the Vessel Mortgagee may specify, at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, in favor of any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish such legal notices of that kind in the hailing port of registry and the place places of sale of the Vessel and by sending by mail notice of such sale to the Mortgagor and any other recorded Mortgagee of the Vessel at least fourteen twenty (1420) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and and, without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunderto the Mortgagee hereunder or to the Mortgagee under the Indenture, any other Note Document or under any other instrument evidencing any Note Obligation.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice or at least three different days, the first of which shall be published at least ten (10) consecutive days and the last at least three (3) days prior to the date fixed for such sale published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder.

Sale, Etc. If a Default specified in Subsection 2.1(a) above shall occur as a result of an Event of Default occurring under Article IV, subsections H or I of the Loan Agreement, then, and in any such event, the principal amount of the Note, together with accrued interest thereon and all other obligations shall have occurred become immediately due and payable without any notice or other action by the Mortgagee, or if any other Default shall occur and be continuing which has resulted continuing, then, and in the Mortgagee accelerating the maturity of the Obligationsany such event, the Mortgagee may, by notice of default given to the fullest extent permitted by Mortgagor, declare the principal amount of the Note, together with accrued interest thereon and any other amounts due in accordance with applicable lawtherewith and all other obligations to be forthwith due and payable, whereupon all such amounts shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. During the continuance of any Default, Mortgagee shall have the right to pursue and enforce any of its rights and remedies under the Loan Agreement and any other Loan Document and, in addition, Mortgagee may do any one or more of the following as it may elect: (a) exercise Exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States U.S. Code, Tit. 46, Ch. 313, as amended, or by other applicable law including the applicable laws of any other applicable jurisdiction; (b) bring Bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicialextra-judicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of on the ObligationsNote, and all other obligations due, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take Take possession of the Vessel, Vessels with or without legal proceedings, at any place where it or they may be found, ; and the Mortgagor or any person in possession of the VesselVessels, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage damage, to lay up, hold, charter, lease, operate or otherwise use the Vessel Vessels for such period and under such conditions as it may deem most expedient for its interest, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, returns, premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessels or in respect of any insurance thereon from any person whomsoever, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel Vessels by court proceedings or pursuant to subsection (d) below, all costs, expensesexpenses (including without limitation attorneys' fees and disbursements), charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel Vessels and shall take itthem, the Mortgagee shall have the right to dock the Vessel Vessels at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) Take and enter into possession of the Vessels, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee without being responsible for loss or damage, sell it at any place or places and at such time or times as the Vessel Mortgagee may specify, at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, in favor of any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry documentation and the place places of sale of the Vessel Vessels and by sending notice of each such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel Vessels shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and and, without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel Vessels to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunderto the Mortgagee under the Note, or otherwise due to the Mortgagee hereunder or under the Loan Agreement, the Guaranty or under any other instrument evidencing any obligation.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and Sell or otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws dispose of any other applicable jurisdiction; (b) bring suit Collateral at law, in equity one or in admiralty more public or initiate and prosecute such other judicial, extrajudicial, private sales at the Lender's place of business or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place or places, including, without limitation, any brokers' board or securities exchange, for cash or credit or other property, for immediate or future delivery, and at the cost such price and expense of the Mortgagor; (d) sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee Lender may deem determine; provided, that if the Lender determines to exercise its rights by exercising its rights under the Registration Rights Agreement, (1) NGP shall have filed a Registration Statement on Form S-3 (the "Shelf Registration Statement") pursuant to the Registration Rights Agreement covering the total amount of Pledged Securities hereunder, (2) such Shelf Registration Statement has been declared effective on or prior to the date of the intended foreclosure sale for which 10 days' written notice was provided by the Lender to the Pledgor, (3) notwithstanding anything in the Registration Rights Agreement to the contrary, there shall be no events preventing the sale of such Pledged Securities pursuant to the Shelf Registration Statement, including, without limitation, (i) any request by the Securities and Exchange Commission (the "SEC") or any state securities authority for post-effective amendments and supplements to the Shelf Registration Statement that has become effective, (ii) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, (iii) the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the sale of the Pledged Securities cease to be true and correct in all material respects, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Pledged Securities for its best advantagesale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (v) the Secured Parties are not in possession of any material non-public information and (4) such Shelf Registration Statement shall remain effective until all the Pledged Securities hereunder have been sold. For the avoidance of doubt, and nothing in this Section 6(b) shall be construed to limit the Mortgagee may become rights of the purchaser at Lender to immediately exchange any of the Pledged Securities consisting of NGOP Common Units into shares of NGP Common Stock upon any foreclosure or sale (whether public sale, and shall have or private) of the right to credit on the purchase price any and all sums of money due hereunderPledged Securities.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligations, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States Code, as amended, or by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take possession of the VesselVessels, with or without legal proceedings, at any place where it they may be found, and the Mortgagor or any person in possession of the any Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the such Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the such Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the such Vessel and shall take it, the Mortgagee shall have the right to dock the such Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) sell the any Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the such Vessel and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the any Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the such Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligationscontinuing, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions laws of the Chapter 313 Republic of Title 46 of the United States CodePanama, as amended, or and by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) to the extent permitted by and in accordance with any applicable law, take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person Person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) to the extent permitted by and in accordance with any applicable law, sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, lien, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other personPerson, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen twenty (1420) days prior to the date fixed for such sale, by telegraph, cable cable, telefax or telex, confirmed by mail, to the MortgagorMortgagor and any other mortgagees of record. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder or under any other Project Document. Without limiting the generality of the foregoing, Mortgagee shall be entitled to exercise all the rights and remedies available to it under Articles 1527 and 1527-A of the Code of Commerce of the Republic of Panama; (e) manage, insure, maintain and repair the Vessel and charter, employ, sail or lay up the Vessel in such manner, upon such terms and for such period as the Mortgagee deems reasonably expedient (and in such case Mortgagor and Mortgagee agree that an annual accounting will be sufficient to discharge any reporting requirements relating to such management); and for the purposes aforesaid the Mortgagee shall be entitled to do all acts and things reasonably incidental or conducive thereto and in particular to enter into such arrangements respecting such Vessel, and the insurance, management, maintenance, repair, classification, chartering and employment of such Vessel, in all respects as if the Mortgagee were the owner of such Vessel and, to the extent permitted by and in accordance with any applicable law, without being responsible for any loss thereby incurred; (f) recover from the Mortgagor on demand any liabilities, losses and reasonable expenses as may be incurred by the Mortgagee in or about the exercise of the power vested in the Mortgagee hereunder; (g) generally, recover from the Mortgagor on demand any liabilities, losses and reasonable expenses incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers aforesaid; (h) not be required to have the Vessel marshaled (upon any sale of the Vessel) or be required to realize on any other collateral prior to its realization on the Vessel; and (i) exercise any other rights it may have under applicable law or any other Project Document.

Sale, Etc. If an Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the Obligationscontinuing, the Mortgagee may, to the fullest extent permitted by and in accordance with applicable law: (a) exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 federal laws of the United States Codeof America, as amended, or and by the applicable laws of any other applicable jurisdiction; (b) bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of the Obligations, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) to the extent permitted by and in accordance with any applicable law, take possession of the Vessel, with or without legal proceedings, at any place where it may be found, and the Mortgagor or any person Person in possession of the Vessel, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage to lay up, hold, charter, lease, operate or otherwise use the Vessel for such period and under such conditions as it may deem most expedient for its interest, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the Vessel by court proceedings or pursuant to subsection (d) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel and shall take it, the Mortgagee shall have the right to dock the Vessel at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) to the extent permitted by and in accordance with any applicable law, sell the Vessel at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, lien, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of registry and the place of sale of the Vessel and by sending notice of such sale at least fourteen twenty (1420) days prior to the date fixed for such sale, by telegraph, cable cable, telefax or telex, confirmed by mail, to the Mortgagor. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunder or under any other Project Document. Without limiting the generality of the foregoing, Mortgagee shall be entitled to exercise all the rights and remedies available to it under the federal laws of the United States of America; (e) manage, insure, maintain and repair the Vessel and charter, employ, sail or lay up the Vessel in such manner, upon such terms and for such period as the Mortgagee deems reasonably expedient; and for the purposes aforesaid the Mortgagee shall be entitled to do all acts and things reasonably incidental or conducive thereto and in particular to enter into such arrangements respecting such Vessel, and the insurance, management, maintenance, repair, classification, chartering and employment of such Vessel, in all respects as if the Mortgagee were the owner of such Vessel and without being responsible for any loss thereby incurred; (f) recover from the Mortgagor on demand any liabilities, losses and reasonable expenses as may be incurred by the Mortgagee in or about the exercise of the power vested in the Mortgagee hereunder; (g) generally, recover from the Mortgagor on demand any liabilities, losses and reasonable expenses incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers aforesaid; (h) not be required to have the Vessel marshaled (upon any sale of the Vessel) or be required to realize on any other collateral prior to its realization on the Vessel; and (i) exercise any other rights it may have under applicable law or any other Project Document.

Sale, Etc. If an During the continuance of any Mortgage Event of Default shall have occurred and be continuing which has resulted in the Mortgagee accelerating the maturity of the ObligationsDefault, the Mortgagee mayshall have the right to pursue and enforce any of its rights and remedies under the Indenture and any other Note Document and, to in addition, Mortgagee may do any one or more of the fullest extent permitted by and in accordance with applicable lawfollowing as it may elect: (a) exercise Exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Chapter 313 of Title 46 of the United States U.S. Code, Tit. 46, Ch. 313, as amended, or by other applicable law including the applicable laws of any other applicable jurisdiction; (b) bring Bring suit at law, in equity or in admiralty or initiate and prosecute such other judicial, extrajudicialextra-judicial, or administrative proceedings as it may consider appropriate to recover any and all sums due, or declared due, in respect of on the ObligationsLoan, and all other obligations due, with the right to enforce payment of said sums against any assets of the Mortgagor, whether they are covered by this Mortgage or otherwise; (c) take Take possession of the Vessel, Vessels or any of them with or without legal proceedings, at any place where it or they may be found, ; and the Mortgagor or any person in possession of the VesselVessels or any of them, forthwith upon request by the Mortgagee, as mortgage creditor, shall deliver possession to the Mortgagee on demand of the Mortgagee, and the Mortgagee shall have the right, subject to applicable law, without being responsible for loss or damage damage, to lay up, hold, charter, lease, operate or otherwise use any of the Vessel Vessels for such period and under such conditions as it may deem most expedient for its interest, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, returns, premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of any Vessel or in respect of any insurance thereon from any Person whomsoever, accounting only for net profits, if any, arising from such use and charging against all receipts from such use or from the sale of the such Vessel by court proceedings or pursuant to subsection (d) of this Section 3.01 below, all costs, expensesexpenses (including without limitation attorneys’ fees and disbursements), charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given to it to take the Vessel Vessels and shall take itthem, the Mortgagee shall have the right to dock the Vessel Vessels at any dock, pier or other premises owned or leased by the Mortgagor without charge, or at any other place at the cost and expense of the Mortgagor; (d) Take and enter into possession of any of the Vessels, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee without being responsible for loss or damage, sell it at any place or places and at such time or times as the Vessel Mortgagee may specify, at public or private sale, by sealed bids or otherwise, on such terms and conditions as the Mortgagee deems best, free of any claim, commitment or encumbrance, regardless of the nature thereof, in favor of the Mortgagor and, except as provided by law, in favor of any other person, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish such legal notices of that kind in the hailing port of registry and the place places of sale of the Vessel such Vessels and by sending notice of each such sale at least fourteen (14) days prior to the date fixed for such sale, by telegraph, cable or telex, confirmed by mail, to the Mortgagor. In the event that the any Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale. Sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and and, without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the such Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of money due hereunderto the Mortgagee hereunder or to the Mortgagee under the Indenture, any other Note Document or under any other instrument evidencing any Note Obligation.