Common use of Production Proceeds Clause in Contracts

Production Proceeds. Notwithstanding that, by the terms of the Mortgage, the Borrower and certain other Loan Parties are and will be assigning to the Administrative Agent and Lenders all of the “Hydrocarbons” (as defined therein) and all proceeds of production attributable to the Hydrocarbons or the Mortgaged Property, so long as no Default has occurred and is continuing, the Borrower or such other Loan Party, as applicable, may continue to receive from the purchasers of production all such proceeds attributable to the Hydrocarbons or the Mortgaged Property, subject, however, to the Liens created under the Security Instruments, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default and during the continuance thereof, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Instruments or under applicable law, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property then held by the Borrower or any other Loan Party and to receive directly from the purchasers of production all other proceeds attributable to the Hydrocarbons and the Mortgaged Property. In no case shall any failure, whether intended or inadvertent, by the Administrative Agent or Lenders to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property constitute in any way a waiver, remission or release of any of their rights under the Security Instruments or under applicable law, nor shall any release of any proceeds attributable to the Hydrocarbons or the Mortgaged Property by the Administrative Agent or Lenders to the Borrower constitute a waiver, remission or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property or of any rights of the Administrative Agent or Lenders to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rights.

Production Proceeds. Notwithstanding that, by the terms of the Mortgagevarious Security Documents, the Borrower and certain other Loan Parties the Specified Subsidiaries are and will be assigning to the Administrative Agent and Lenders Collateral Trustee all of the “Hydrocarbons” (as defined therein) and all proceeds Net Proceeds of production attributable Production accruing to the Hydrocarbons or the Mortgaged PropertyProperties covered thereby, so long as no Event of Default has occurred and is continuing, pursuant to Section 7.03 of the Collateral Trust Agreement, the Collateral Trustee, on behalf of the Secured Parties, has granted each of the Borrower or such other Loan Party, as applicable, may and the Specified Subsidiaries a revocable license to continue to receive from the purchasers of production all such proceeds attributable to the Hydrocarbons or the Mortgaged PropertyNet Proceeds of Production, subject, however, to the Liens created under the Security InstrumentsDocuments, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of a an Event of Default described under Sections 9.1(g) or 9.1(h), pursuant to Section 7.03 of the Collateral Trust Agreement, this license shall be automatically revoked, and during the continuance thereofof any other Event of Default, this license shall be revocable by the Collateral Trustee, subject to Section 3.04(b) of the Collateral Trust Agreement, upon the written direction of the Administrative Agent in the sole discretion of the Administrative Agent, by notice to the Borrower, and Lenders the Collateral Trustee may exercise all rights and remedies granted under the Security Instruments or under applicable lawDocuments, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property Net Proceeds of Production then held by the Borrower and its Specified Subsidiaries or any other Loan Party and to receive directly from the purchasers of production all other proceeds attributable to the Hydrocarbons and the Mortgaged PropertyNet Proceeds of Production. In no case shall any failure, whether intended purposeful or inadvertent, by the Administrative Agent or Lenders Collateral Trustee to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production constitute in any way a waiver, remission or release of any of their its rights under the Security Instruments or under applicable lawDocuments, nor shall any release of any proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production by the Administrative Agent or Lenders Collateral Trustee to the Borrower and the Specified Subsidiaries constitute a waiver, remission remission, or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production or of any rights of the Administrative Agent or Lenders Collateral Trustee to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rightsNet Proceeds of Production thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgagevarious Security Documents, the Borrower and certain other Loan Parties are Company is and will be assigning to the Administrative Agent and Lenders Collateral Trustee all of the “Hydrocarbons” (as defined therein) and all proceeds Net Proceeds of production attributable Production accruing to the Hydrocarbons or the Mortgaged PropertyProperties covered thereby, so long as no Event of Default has occurred and is continuing, pursuant to Section 7.03 of the Borrower or such other Loan PartyCollateral Trust Agreement, as applicablethe Collateral Trustee, may on behalf of the Secured Parties, has granted each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such proceeds attributable to the Hydrocarbons or the Mortgaged PropertyNet Proceeds of Production, subject, however, to the Liens created under the Security InstrumentsDocuments, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of a an Event of Default described under Sections 9.1(g) or (h), pursuant to Section 7.03 of the Collateral Trust Agreement, this license shall be automatically revoked, and during the continuance thereofof any other Event of Default, this license shall be revocable by the Collateral Trustee, subject to Section 3.04(b) of the Collateral Trust Agreement, upon the written direction of the Administrative Agent in the sole discretion of the Administrative Agent, by notice to the Company, and Lenders the Collateral Trustee may exercise all rights and remedies granted under the Security Instruments or under applicable lawDocuments, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property Net Proceeds of Production then held by the Borrower Company and its Subsidiaries or any other Loan Party and to receive directly from the purchasers of production all other proceeds attributable to the Hydrocarbons and the Mortgaged PropertyNet Proceeds of Production. In no case shall any failure, whether intended purposeful or inadvertent, by the Administrative Agent or Lenders Collateral Trustee to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production constitute in any way a waiver, remission or release of any of their its rights under the Security Instruments or under applicable lawDocuments, nor shall any release of any proceeds attributable Net Proceeds of Production by the Collateral Trustee to the Hydrocarbons or the Mortgaged Property by the Administrative Agent or Lenders to the Borrower Company and its Subsidiaries constitute a waiver, remission remission, or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production or of any rights of the Administrative Agent or Lenders Collateral Trustee to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rightsNet Proceeds of Production thereafter.

Production Proceeds. Notwithstanding that, In order to secure further the performance by Borrower of its obligations hereunder and the terms repayment of the MortgageObligations and to effect and facilitate the Lenders' right of offset, the Borrower shall, upon request of the Required Lenders, execute such forms, authorizations, documents and certain instruments, and do such other Loan Parties are things from time to time, as the Required Lenders shall request, in order to require that pipeline companies, operators of the Oil and will Gas Properties and others (collectively, the "PURCHASERS") purchasing (or acting as agents for, or making payments on behalf of, those purchasing) the oil, gas and other hydrocarbons produced or to be assigning produced from, or relating to, the Oil and Gas Properties deliver to a lock box to which the Agent has sole access all checks, cash, proceeds and monies (collectively, the "PROCEEDS") now or hereafter payable by the Purchasers (or any of them) on account of oil, gas or other minerals produced from or relating to the Administrative Oil and Gas Properties. After the occurrence of an Event of Default, the Required Lenders may require that all Proceeds be delivered to such a lock box. The Agent shall then deposit all Proceeds in a cash collateral account at the Agent styled "Matador Production Account". Thereafter the Borrower shall, upon receipt, deposit in the Matador Production Account all such payments and monies which the Borrower receives directly from any Purchaser relating to the Oil and Gas Properties. The Borrower's obligation to pay the amounts due under the Revolving Loan (both principal and interest) shall be absolute, and such amounts shall be due and payable notwithstanding the fact that the funds received by the Agent are insufficient to pay such amounts. If, after an Event of Default, the Required Lenders cause the Proceeds to be paid to the Matador Production Account, then, not less often than monthly, the Borrower shall submit to the Agent an itemized statement of operating costs and expenses, royalty payments and severance or production taxes required to be paid by the Borrower out of proceeds of production from the Oil and Gas Properties. The application by the Agent of such Proceeds shall, unless the Required Lenders shall agree otherwise in writing, be first to the payment of royalty payments due on the Oil and Gas Properties (to the extent the Agent has received funds for royalty owners) and production and severance taxes on such production proceeds to the extent the same have not been withheld by the purchasers of production, second to the payment of costs and expenses due the Lenders or the Agent under this Agreement, third to the payment of accrued interest due on the Notes and last to the payment of the principal then due on the Notes. Agent shall account for all monies received and applied hereunder. To the extent, but only to the extent, that the Agent retains Proceeds after payment of royalties and taxes, costs and expenses of the Agent and principal and interest on the Notes ("EXCESS PROCEEDS."), the Agent shall transfer to the Matador Operating Account sufficient funds for the Borrower to pay the amount of operating costs and overhead expenses related to the operation of the Mortgaged Properties set forth in such itemized statement, provided that such costs and expenses shall, in the Agent's sole discretion exercised in good faith, be reasonable and relate to the Oil and Gas Properties. After an Event of Default all Proceeds held by the Agent after any transfer described in the immediately preceding sentence shall remain deposited in the Matador Production Account and shall secure repayment of the Notes. The Borrower shall not have any right to withdraw funds from the Matador Production Account. The Borrower hereby irrevocably authorizes and directs the Agent to charge, at its discretion, from time to time the Matador Production Account and any other accounts of the Borrower at the Agent for amounts due to the Agent or Lenders hereunder. The Agent is hereby further authorized, in its own name or the name of the Borrower at any time, to notify any or all parties obligated with respect to the Oil and Gas Properties to make all payments due or to become due thereon directly to the Agent. With or without such general notification, the Agent may take or bring in the Borrower's name or that of the Agent or Lenders all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to effect possession or collection of payments. Regardless of any provision hereof, however, the Agent and Lenders shall never be liable for its or their failure to collect or for its or their failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the “Hydrocarbons” (as defined therein) Oil and all proceeds Gas Properties or sums due or paid thereon, nor shall Agent or Lenders be under any obligation whatsoever to anyone by virtue of production attributable its security interests and liens relating to the Hydrocarbons or Mortgaged Properties. Issuance by the Mortgaged Property, so long as no Default has occurred and is continuing, Agent of a receipt to any Person obligated to pay any amounts to the Borrower or shall be a full and complete release, discharge and acquittance to such other Loan Party, as applicable, may continue to receive from the purchasers of production all such proceeds attributable person to the Hydrocarbons or the Mortgaged Property, subject, however, extent of any amount so paid to the Liens created under Agent. The Agent is hereby authorized and empowered on behalf of the Security InstrumentsBorrower to endorse the name of the Borrower upon any check, which Liens are hereby affirmed and ratified. Upon the occurrence draft, instrument, receipt, instruction or other document or items, including, but not limited to, all items evidencing payment upon any indebtedness of a Default and during the continuance thereof, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Instruments or under applicable law, including the right to obtain possession of all proceeds attributable any person to the Hydrocarbons and Borrower coming into the Mortgaged Property then held by the Borrower or any other Loan Party Agent's possession, and to receive directly from and apply the purchasers proceeds therefrom in accordance with the terms hereof. The Agent is hereby granted an irrevocable Power of production Attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions or other proceeds attributable documents, agreements or items on behalf of the Borrower, after an Event of Default, as shall be deemed by the Agent to be necessary or advisable, in the Hydrocarbons sole discretion of the Agent, to protect the Lenders' security interests and liens in the Mortgaged Properties or the repayment of the Obligations, and the Mortgaged Property. In no case Agent shall not incur any failure, whether intended liability in connection with or inadvertent, by the Administrative Agent or Lenders to collect directly any arising from its exercise of such proceeds attributable to the Hydrocarbons or the Mortgaged Property constitute in any way a waiver, remission or release Power of any of their rights under the Security Instruments or under applicable law, nor shall any release of any proceeds attributable to the Hydrocarbons or the Mortgaged Property by the Administrative Agent or Lenders to the Borrower constitute a waiver, remission or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property or of any rights of the Administrative Agent or Lenders to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rightsAttorney.

Production Proceeds. Notwithstanding that, by the terms of the Mortgagevarious Security Documents, the Borrower and certain other Loan Parties are and will be assigning to the Administrative Agent and Lenders for the benefit of the Secured Parties all of the “Hydrocarbons” "Production Proceeds" (as defined therein) and all proceeds of production attributable accruing to the Hydrocarbons or the Mortgaged PropertyProperty covered thereby, so long as no Default has occurred and is continuing, the Borrower or such other Loan Party, as applicable, may continue Parties shall be entitled to receive from the purchasers of production all such proceeds attributable to the Hydrocarbons or the Mortgaged PropertyProduction Proceeds, subject, however, to the Liens liens created under the Security InstrumentsDocuments, which Liens liens are hereby affirmed and ratified. Upon the occurrence of a Default and during the continuance thereofof a Default, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Instruments or under applicable lawDocuments, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property Production Proceeds then held by the Borrower or any other Loan Party and or to receive directly from the purchasers purchaser of production all other proceeds attributable to the Hydrocarbons and the Mortgaged PropertyProduction Proceeds. In no case shall any failure, whether intended purposed or inadvertent, by the Administrative Agent or Lenders to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the Security Instruments or under applicable lawDocuments, nor shall any release of any proceeds attributable to the Hydrocarbons or the Mortgaged Property Production Proceeds by the Administrative Agent or Lenders to the Borrower any Loan Party constitute a waiver, remission remission, or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property Production Proceeds or of any rights of the Administrative Agent or Lenders to thereafter collect other proceeds attributable Production Proceeds thereafter. Each Loan Party will, upon the instructions of the Required Banks (which such instructions may be given only after the occurrence of an Event of Default, as herein defined, but the giving of such instructions shall as to all such parties be conclusive as to the occurrence of an Event of Default), join with the Banks in notifying the purchaser or purchasers of Hydrocarbons or produced from the Mortgaged Property or any other rightsProperties of the existence of the Security Documents, such notification to be in writing and accompanied (if necessary) by certified copies of the Security Documents.

Production Proceeds. Notwithstanding that, by the terms of the Mortgage, the Borrower and certain other Loan Parties are and will be assigning to the Administrative Agent and Lenders all of the “Hydrocarbons” (as defined therein) and all proceeds of production attributable to the Hydrocarbons or the Mortgaged Property, so long as no Default has occurred CONCHO AMENDED AND RESTATED CREDIT AGREEMENT and is continuing, the Borrower or such other Loan Party, as applicable, may continue to receive from the purchasers of production all such proceeds attributable to the Hydrocarbons or the Mortgaged Property, subject, however, to the Liens created under the Security Instruments, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default and during the continuance thereof, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Instruments or under applicable law, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property then held by the Borrower or any other Loan Party and to receive directly from the purchasers of production all other proceeds attributable to the Hydrocarbons and the Mortgaged Property. In no case shall any failure, whether intended or inadvertent, by the Administrative Agent or Lenders to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property constitute in any way a waiver, remission or release of any of their rights under the Security Instruments or under applicable law, nor shall any release of any proceeds attributable to the Hydrocarbons or the Mortgaged Property by the Administrative Agent or Lenders to the Borrower constitute a waiver, remission or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property or of any rights of the Administrative Agent or Lenders to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rights.

Production Proceeds. Notwithstanding that, by the terms of the Mortgage, the Borrower and certain other Loan Parties are and will be assigning to the Administrative Agent and Lenders all of the “Hydrocarbons” (as defined therein) and all proceeds of production attributable to the Hydrocarbons or the Mortgaged Property, so So long as no Event of Default has occurred and is continuing, the Borrower or such other Loan PartyCollateral Trustee, as applicableon behalf of the Secured Parties, may has granted each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such proceeds attributable of the Net Proceeds of Production accruing to the Hydrocarbons or Mortgaged Properties covered by the Mortgaged PropertySharing Security Documents, subject, however, to the Liens created under the Sharing Security InstrumentsDocuments, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of a an Event of Default described under Sections 9.1(g) or (h) of the Second Lien Term Loan Agreement or, until (but only until) the Senior Note Lien Termination Time, Section 6.1(9) of the Senior Notes Indenture as in effect on the Effective Date, this license shall be automatically revoked, and during the continuance thereofof any other Event of Default, this license shall be revocable by the Collateral Trustee, subject to Section 3.04(b), upon the written direction of the Administrative Agent in the sole discretion of the Administrative Agent, by notice to the Company, and Lenders the Collateral Trustee may exercise all rights and remedies granted under the Sharing Security Instruments or under applicable lawDocuments, including the right to obtain possession of all proceeds attributable to the Hydrocarbons and the Mortgaged Property Net Proceeds of Production then held by the Borrower Company and its Subsidiaries or any other Loan Party and to receive directly from the purchasers of production all other proceeds attributable to the Hydrocarbons and the Mortgaged PropertyNet Proceeds of Production. In no case shall any failure, whether intended purposeful or inadvertent, by the Administrative Agent or Lenders Collateral Trustee to collect directly any such proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production constitute in any way a waiver, remission or release of any of their its rights under the Sharing Security Instruments or under applicable lawDocuments, nor shall any release of any proceeds attributable Net Proceeds of Production by the Collateral Trustee to the Hydrocarbons or the Mortgaged Property by the Administrative Agent or Lenders to the Borrower Company and its Subsidiaries constitute a waiver, remission remission, or release of any other proceeds attributable to the Hydrocarbons or the Mortgaged Property Net Proceeds of Production or of any rights of the Administrative Agent or Lenders Collateral Trustee to thereafter collect other proceeds attributable to the Hydrocarbons or the Mortgaged Property or any other rightsNet Proceeds of Production thereafter.