Common use of Production Proceeds Clause in Contracts

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Documents, the Borrowers are and will be assigning to the Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property covered thereby, so long as no Default has occurred the Borrowers may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders may exercise all rights and remedies granted under the Loan Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders to the Borrowers or any Subsidiary constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Security Documents, the Borrowers Restricted Persons are and will be assigning to the Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds, subject to the rights of the Farmee (as such term is defined in the Farmout Agreement) with respect to proceeds of production from Earned ▇▇▇▇▇ (as such term is defined in the Farmout Agreement) under the Farmout Agreement. In no case shall any failure, whether purposed proposed or inadvertent, by the Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders to the Borrowers or any Subsidiary Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Security Documents, the Borrowers are Borrower is and will be assigning to the Agent and the Lenders Lender all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Borrower may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders Lender may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Borrower or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders Lender to collect connect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders Lender to the Borrowers or any Subsidiary Borrower constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders Lender to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Security Documents, the Borrowers Related Persons are and will be assigning to the Agent and the Lenders Banks all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Related Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders Banks may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Related Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders Banks to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders Banks to the Borrowers or any Subsidiary Related Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders Banks to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of ------------------- the ------------------- various Loan Security Documents, the Borrowers Related Persons are and will be assigning to the Agent and the Lenders Banks all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Related Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders Banks may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Related Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders Banks to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders Banks to the Borrowers or any Subsidiary Related Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders Banks to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Security Documents, the Borrowers Loan Parties are and will be assigning to the Collateral Agent and the Lenders all of the "“Production Proceeds" ” (as defined therein) accruing to the Property property covered thereby, so long as no Event of Default has occurred the Borrowers Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a an Event of Default, the Collateral Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Collateral Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Collateral Agent or the Lenders to the Borrowers or any Subsidiary Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Collateral Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan DocumentsMortgage, the Borrowers Borrower and Parent are and or will be assigning to the Collateral Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Borrower and Parent may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Collateral Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, subject to the provisions of the Bank Documents and Intercreditor Agreement, including the right to obtain possession of all Production Proceeds then held by the Borrowers Borrower or Parent and to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Collateral Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Collateral Agent to Borrower or the Lenders to the Borrowers or any Subsidiary Parent constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Collateral Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Security Documents, the Borrowers Restricted Persons are and will be assigning to the Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Event of Default has occurred the Borrowers Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a an Event of Default, the Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders to the Borrowers or any Subsidiary Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the ------------------- various Loan Documents, the Borrowers are and will Security Documents which may be assigning delivered to the Collateral Agent and pursuant to paragraph 5Q, one or more Subsidiaries of the Lenders Company will, after a Debt Rating Downgrade, assign the Collateral Agent all of the "“Production Proceeds" ” (as defined thereinin Exhibit I attached hereto) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers such Subsidiaries may continue to receive from the purchasers purchases of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Collateral Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Subsidiaries or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed intentional or inadvertent, by the Collateral Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights hereunder or under the Loan Security Documents, nor shall any release of any Production Proceeds by the Collateral Agent or the Lenders to the Borrowers or any Subsidiary Subsidiaries constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Collateral Agent or the Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of ------------------- the ------------------- various Loan Security Documents, the Borrowers Restricted Persons are and will be assigning to the Agent and the Lenders all of the "Production Proceeds" (as defined therein) accruing to the Property property covered thereby, so long as no Default has occurred the Borrowers Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Loan Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of a Default, the Agent and the Lenders may exercise all rights and remedies granted under the Loan Security Documents, including the right to obtain possession of all Production Proceeds then held by the Borrowers Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds, subject to the rights of the Farmee (as such term is defined in the Farmout Agreement) with respect to proceeds of production from Earned ▇▇▇▇▇ (as such term is defined in the Farmout Agreement) under the Farmout Agreement. In no case shall any failure, whether purposed or inadvertent, by the Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Loan Security Documents, nor shall any release of any Production Proceeds by the Agent or the Lenders to the Borrowers or any Subsidiary Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Agent or the Lenders to collect other Production Proceeds thereafter.