Common use of Disposition of Proceeds Clause in Contracts

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries or another Loan Party and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such SubsidiariesLoan Party.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its the Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment assignments by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment assignments contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Administrative Agent and the Lenders will instead permit such proceeds to be paid to and used by the Borrower Parent and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary or useful to cause such proceeds to be paid to the Borrower Parent and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors Grantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each GuarantorGrantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or and the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its the Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or and such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its the Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain ------------------------- an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or and the Guarantors Credit Parties unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and each GuarantorCredit Party’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and or its Subsidiaries Subsidiaries, as applicable and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such or its Subsidiaries, as applicable.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and/or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto to and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, unless and until the occurrence of an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary or advisable to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments or any other Loan Document, until the occurrence of an Event of DefaultDefault (and then, only during the continuance thereof), (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to and used by the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Administrative Agent and the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries the Guarantors and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such SubsidiariesGuarantors.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s Guarantors’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyProperty that constitutes Oil and Gas Properties. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries applicable Credit Parties, and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariesapplicable Credit Parties.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Subsidiary Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Subsidiary Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Secured Indebtedness and other obligations described therein and secured thereby. Notwithstanding anything to the assignment contrary contained in such the Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production from or allocated to the Mortgaged Property nor take any other action to cause such the proceeds thereof to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by each of the Borrower Borrowers and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the each Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower Borrowers and its their Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower Borrowers and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its the Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments comprised of deeds of trust and mortgages contain an assignment by the Borrower and/or the Guarantors unto to and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence and continuation of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an a collateral assignment by the Borrower and/or and the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the such assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Parent Guarantor, the Borrower and/or the other Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and/or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Parent Guarantor, the Borrower and its their Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Parent Guarantor, the Borrower and/or and such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries Subsidiaries, and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Global Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Secured Indebtedness and other obligations described therein and secured thereby. Notwithstanding anything to the assignment contrary contained in such the Security DocumentsInstruments, until the occurrence of an Event of Default, (a) Section 4.05 the Global Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production from or allocated to the Mortgaged Property nor take any other action to cause such the proceeds thereof to be remitted to the Global Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) Section 4.06 the Lenders hereby authorize the Global Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors Borrowers unto and in favor of the Collateral Administrative Agent for the benefit of (i) the Lenders and (ii) the Secured Swap Providers, of all of the Borrower’s or each Guarantor’s Borrowers’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which that may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the LendersLenders (including, without limitation, the sending of a Transfer Letter to the purchaser or purchasers of such production), but the Lenders will instead permit such proceeds to be paid to the Borrower Borrowers and its their Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower Borrowers and/or such Restricted Subsidiaries. Upon the expiration or termination of the Commitments and the payment in full of the Obligations, the Administrative Agent shall, at the expense of the Borrowers, execute and deliver such documentation as any Co-Borrower shall reasonably request to re-convey to the relevant Co-Borrower or Guarantor any property purportedly conveyed to the Administrative Agent under the Security Instruments.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Administrative Agent and the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an a collateral assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the such assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each and/or Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or and or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyBorrowing Base Properties. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors Loan Parties unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Lenders, the Secured Hedging Providers and the Secured Treasury Management Counterparties of all of the Borrower’s or each Guarantor’s Loan Parties’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which that may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of Default, Default has occurred and is continuing (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or and the Guarantors Obligors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and each GuarantorObligor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and or its Subsidiaries Subsidiaries, as applicable and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such or its Subsidiaries, as applicable.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower Borrowers and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s Borrowers' or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower Borrowers and its their Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower Borrowers and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent, the Collateral Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent, the Collateral Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries subsidiaries and (b) the Lenders hereby authorize the Administrative Agent and the Collateral Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariessubsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors Material Subsidiaries unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each GuarantorMaterial Subsidiary’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Material Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Material Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Global Administrative Agent or Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Secured Indebtedness and other obligations described therein and secured thereby. Notwithstanding anything to the assignment contrary contained in such the Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production from or allocated to the Mortgaged Property nor take any other action to cause such the proceeds thereof to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries or such other Credit Party and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariesother Credit Party.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its the Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (ai) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (bii) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Term Loan Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Term Loan Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Term Loan Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders and each Approved Counterparty of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of DefaultDefault has accrued that is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Subsidiaries.. Credit Agreement

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyCollateral. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until except after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such its Restricted Subsidiaries.. CREDIT AGREEMENT 13911654.6

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Subsidiary Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Subsidiary Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence and continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent and the Collateral Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Mortgages contain an assignment by the Borrower and/or the Guarantors unto and applicable Loan Parties in favor of the Collateral Agent for the benefit of the Lenders Secured Parties named therein of all of the Borrower’s or each Guarantor’s such Loan Party's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyProperties. The Security Documents Mortgages further provide in general for the application in accordance with the Guarantee and Collateral Agreement of such proceeds to the satisfaction of the Secured Obligations described therein and secured therebyreferred to therein. Notwithstanding the assignment contained in such Security Documentsthe Mortgages, until the occurrence of an Event of Default, (a) the Collateral Agent, the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Collateral Agent, the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Collateral Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of unless an Event of DefaultDefault is then continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent and the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Subsidiary Guarantors unto and in favor of the Administrative Agent (or the Collateral Agent Agent, as applicable) for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Subsidiary Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding anything to the assignment contrary contained in such the Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production from or allocated to the Mortgaged Property nor take any other action to cause such the proceeds thereof to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The If executed and delivered, any Security Documents Document may contain an assignment by the Borrower and/or the Guarantors applicable Debtor unto and in favor of the Collateral Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantorsuch Debtor’s interest in and to their its as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyCollateral covered thereby. The If executed and delivered, the Security Documents may further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of unless an Event of DefaultDefault is continuing, (a) the Administrative Agent and the Lenders Secured Parties agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lendersany other Secured Party, but the Lenders will instead permit and all such proceeds shall be permitted to be paid to the Borrower and its Subsidiaries Subsidiaries, and (b) the Lenders Secured Parties hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.. 127

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of 135 such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment assignments by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment assignments contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Administrative Agent and the Lenders will instead permit such proceeds to be paid to and used by the Borrower Parent and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary or useful to cause such proceeds to be paid to the Borrower Parent and/or such Restricted Subsidiaries.. 71

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors Loan Parties unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Resolute Aneth, LLC Amended & Restated Credit Agreement EXECUTION VERSION and Secured Hedging Providers of all of the Borrower’s or each Guarantor’s Loan Parties’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which that may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors each Credit Party unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantorsuch Credit Party’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments or any other Loan Document, until the occurrence of an Event of DefaultDefault (and then, only during the continuance thereof), (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to and used by the Borrower and its Subsidiaries Credit Parties and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.applicable Credit Party. 57 [AMENDED AND RESTATED CREDIT AGREEMENT]

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors Material Subsidiaries unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each GuarantorMaterial Subsidiary’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production Houston 3921802v.12 nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Material Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Material Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Parent Guarantor, the Borrower and/or the other Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and/or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative 77 Section 4.01(c) amended by First Amendment. Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Parent Guarantor, the Borrower and its the Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Parent Guarantor, the Borrower and/or and such Subsidiaries.Restricted Subsidiaries.78

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders and Secured Swap Providers of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which that may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of DefaultInstruments, (a) the Administrative Agent and the Lenders agree that that, so long as no Event of Default has occurred and is continuing, they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.. ARTICLE V

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyUpstream Component Properties. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The , and the Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to QSRD and its Subsidiaries. In addition, until the occurrence of an Event of Default, the Lenders will, upon written request of the Borrower given to the Collateral Agent, execute and deliver, at the Borrower's expense, such transfer orders and other instruments reasonably necessary to allow payment of production proceeds directly to QSRD and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders and Secured Swap Providers of all of the Borrower’s 's or each Guarantor’s 's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which that may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of DefaultInstruments, (a) the Administrative Agent and the Lenders agree that that, so long as no Event of Default has occurred and is continuing, they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of (a) all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyProperty and (b) all cash proceeds and distributions in respect of the MEMP Units and other Equity Interests in MEMP owned by the Loan Parties (other than distributions from MEMP to MEMP GP in respect of MEMP’s incentive distribution rights to the extent such distributions are required to be paid to the Class IDR Members). The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (ai) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production (or MEMP, as applicable) nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Administrative Agent and the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries the Guarantors and (bii) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such SubsidiariesGuarantors.

Disposition of Proceeds. The Security Documents Instruments contain an a collateral assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the such assignment contained in such Security DocumentsInstruments, until the occurrence of unless an Event of DefaultDefault has occurred and is continuing, (a) 1. the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) 2. the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain ----------------------- an assignment by the Borrower and/or the Guarantors Material Subsidiaries unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s Material Subsidiary's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries Material Subsidiarie and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Material Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors other Credit Parties party thereto unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantorsuch Credit Party’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.. Section 12.21

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The , and the Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) Borrower. In addition, until the occurrence of an Event of Default, the Lenders hereby authorize will, upon written request of the Administrative Agent Borrower given to take the Agent, execute and deliver, at the Borrower's expense, such actions as may be transfer orders and other instruments reasonably necessary to cause such allow payment of production proceeds to be paid directly to the Borrower and/or such SubsidiariesBorrower.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (ai) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (bii) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Secured Indebtedness and other obligations described therein and secured thereby. Notwithstanding anything to the assignment contrary contained in such the Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production from or allocated to the Mortgaged Property nor take any other action to cause such the proceeds thereof to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured ​ [Credit Agreement] ​ ​ Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries or another Loan Party and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such SubsidiariesLoan Party.

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (ai) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (bii) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.. 140

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the First Out Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an for so long as no Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to and retained by the Borrower and its Subsidiaries or any other Loan Party and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.Loan Parties. ARTICLE V

Disposition of Proceeds. The Security Documents contain an assignment by the Borrower and/or the Guarantors Grantors unto and in favor of the Collateral Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each GuarantorGrantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent Agents and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent Agents or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative each Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Parent Guarantor, the Borrower and/or the other Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or and/or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Parent Guarantor, the Borrower and its the Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Parent Guarantor, the Borrower and/or and such Restricted Subsidiaries.”

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders Priority Lien Secured Parties of all of the Borrower’s or each Guarantor’s Guarantors’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyProperty that constitutes Oil and Gas Properties. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the LendersCollateral Agent, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries applicable Credit Parties, and (b) the Lenders hereby authorize the Administrative Collateral Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariesapplicable Credit Parties.

Disposition of Proceeds. The Security Documents Instruments contain an ----------------------- assignment by the Borrower and/or the Guarantors Material Subsidiaries unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s 's or each Guarantor’s Material Subsidiary's interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) a. the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Material Subsidiaries and (b) b. the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Material Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s Guarantors’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyProperty that constitutes Oil and Gas Properties. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries applicable Credit Parties and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariesapplicable Credit Parties.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the 0(b)the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Subsidiary Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Subsidiary Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence and continuance of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.. ARTICLE V

Disposition of Proceeds. The Security Documents Instruments (upon effectiveness thereof) contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged PropertyCollateral. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in any such Security DocumentsInstruments, until the occurrence of an Event of Default, (aA) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (bB) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiariessubsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The , and the Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to QSRD and its Subsidiaries. In addition, until the occurrence of an Event of Default, the Lenders will, upon written request of the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid given to the Borrower and/or Agent, execute and deliver, at the Borrower's expense, such Subsidiaries.transfer orders and other

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.. ARTICLE V

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

Disposition of Proceeds. The Security Documents Instruments contain an assignment by the Borrower and/or the Guarantors and each of its Subsidiaries unto and in favor of the Collateral Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s and such Subsidiaries’ interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Borrower’s and such Subsidiaries’ Property. The Security Documents Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security DocumentsInstruments, until the occurrence of an Event of DefaultDefault has occurred and is continuing, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.