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201007999 INDEMNIFIED PARTY WITH RESPECT TU ALL CLAIMS, DEMANDS, LTASILITIES, L�SSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTTON, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR �N PART ARE CAUSED BY �R ARISE OUT OF THE NEGLIGENCE UF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any particular indemnified party (but shall apply ta the ather indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross n�gli�ence or willful misconduct of such particular indemnified party. Section 3.4. Mort a ar's Absolute Obli ation to Pa Note. Nothing herein contained shall detract from or limit the obligations of Mortgagor to make prompt payment af the Notes, and any and all ather secured indebtedness, at the time and in the manner provided hearein, in the Loan Documents, any Specified Swap Agreement, and any Specified Cash Managernent Agreement, regardless of whether the Rents herein assigned are sufficient to pay same, and the rights under this Article III shall be cumulative af all ather rights under the Loan Documents, any Specified Swap Agreement, and any Specified Cash Management Agreement. Section 3.5. Chan�e of Purchaser. To the extent applicable, and if a default has occurred hereunder and is continuing, should any person now or hereafter purchasing or taking production related ta any Pipeline Syst�m fail to make payment promptly to Administrative Agent of the related production proceeds, Administrative Agent shall, subject to then existing contractual prohibitions, have the right to make, or to require Mortgagor to make, a change of purchaser, and the right to designate or approve the new purchaser, and Administrative Agent shall have na liability or responsibility in connection therewith so long as ordinary care is used in making such designation. Sectian 3.6. Ri�hts LTnder Oklahoma Oil and Gas Owners'. Lien Act. Mortgagor hereby grants, sells, assigns and sets over unta Administrative Agent during the term hereof, all of Mortgagor's rights and interests pursuant to the provisions of the Oil and Gas Owners' Lien Act (OKLA. STAT. tit. 52, §§ 548.1-54$.6 (the "Oklahoma Act"), hereby vesting in Administrative Agent all of Mortgagor's rights as an interest owner to the continuing security interest in and Lien upon the ail or gas severed or the proceeds of sale. Administrative Agent may, at its option, file the verified notice of Lien in order to perfect such Lien, but shall nat be obligated to make such filing and shall not be held liable to Mortgagor for any act or omission pu;rsuant to the �klahoma Act. ARTICLE IV Remedies Utaon Default Section 4.1. Default. The terms "de�ault" and "Default" as used in this Mortgage shaXl mean the occuz of an Event of Default. Upon the occurrence of a default, Administrative Agent at any time and from time to time may without notice to Martgagor or any other person declare any or all of the secured indebtedness immediately due and payable, without relief from 29