Event of Default Uses in Code and Other Remedies Clause

Code and Other Remedies from Guarantee and Collateral Agreement

THIS GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 15, 2014 (this "Agreement"), made by HYDROCARB ENERGY CORPORATION, a Nevada corporation (the "Borrower"), and each of the other signatories hereto as of the date hereof (together with the Borrower and any other entity that becomes a party hereto from time to time after the date hereof as provided herein, the "Grantors"), in favor of SHADOW TREE CAPITAL MANAGEMENT LLC, a Delaware limited liability company, in its capacity as agent (the "Agent") for the Lenders (defined below). For the purpose of this Agreement the Agent, and/or its successors and/or assignors, acting on behalf of the Lenders shall be referred to as the "Secured Party".

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to the Secured Party or the Secured Parties in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Applicable UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower or any Grantor, which right or equity is hereby waived and released. The Borrower and each Grantor further agree, at the Secured Party's request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall select, whether at the Borrower or such Grantor's premises or elsewhere. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this 0, after deducting all costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party and the other Secured Parties hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as provided in 04, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9.615(a)(3) of the Applicable UCC, need the Secured Party account for the surplus, if any, the Borrower or to any Grantor. To the extent permitted by applicable law, the Borrower and each Grantor waive all claims, damages and demands they may acquire against the Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Code and Other Remedies from Guarantee and Collateral Agreement

GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 27, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Grantors), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) for the banks, financial institutions and other entities (the Lenders) from time to time party as Lenders to the Credit Agreement, dated as of January 27, 2005 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among DLI Holding II Corp., a Delaware corporation (Holdings), DLI Acquisition Corp., a Delaware corporation (as further defined in Section 1.1, the Borrower), the Lenders, J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners (in such capacity, the Lead Arrangers), Bear Stearns Corporate Lending Inc., as syndication agent (in such capacity, the Syndication Agent), Deutsche Bank Securit

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, brokers board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agents request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantors premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.