Borrower Sub-Account. Following an Event of Default and until all monetary Obligations have been Indefeasibly paid in full in cash, Borrower will direct and Cause Operator, all Purchasers of Hydrocarbons and all other customers and obligors of Borrower (including all payors of Royalty Interests, net profit interests, and production payment interests) to deposit directly into the Project Account all payments of any nature due and owing to Borrower. If Borrower nonetheless receives any such funds, it will promptly (but, in any event, by the end of the following Business Day) deposit all such funds in the Project Account. This Section 1.11 will not prohibit Operator or Purchasers from making payments directly to Royalty Interest owners and other third party payees who are not Affiliates of Borrower. Administrative Agent will establish a sub account (the “Borrower Sub-Account”) on its internal books and records and credit to the Borrower Sub-Account all funds collected in the Project Account and attributable to Borrower’s Net Revenue Interest in the Properties at the time the amount to be credited has been identified to Administrative Agent’s reasonable satisfaction. Borrower hereby irrevocably authorizes Administrative Agent to debit the Borrower Sub-Account for the payment of all Obligations when due. Except as provided in Section 1.11(b), Administrative Agent may, if an Event of Default exists, apply all funds credited to the Borrower Sub-Account against any Obligations then outstanding.
Borrower Sub-Account. (a) Until the Loan Termination Date, Borrower shall direct and cause all Purchasers of Hydrocarbons, to deposit all payments of any nature whatsoever due and owing by such Persons with respect to the Properties or Hydrocarbons produced therefrom to Borrower directly into a cash collateral account maintained pursuant to the Lockbox Agreement (the "Cash Collateral Account"); provided, however, that Purchasers of Hydrocarbons may make distributions to royalty interest owners and third-party working interest owners and may withhold severance taxes. The Cash Collateral Account shall be administered in accordance with the terms of the Lockbox Agreement and the Cash Collateral Account Agreement. Lender shall establish a sub- account (the "Borrower Sub-Account") on its internal books and records and shall credit to such Borrower Sub-Account all collected funds which constitute payments referred to in the preceding Section 2.6. Borrower authorizes Lender to debit the Borrower Sub-Account for the payment of all Obligations hereunder when due and payable, including all amounts paid by Lender pursuant to Section 8.2, and including any such debit that would cause the Borrower Sub-Account to be in a negative status.
Borrower Sub-Account. (a) Until all of Borrower’s Obligations have been fully satisfied, Borrower shall direct and cause all Purchasers of Hydrocarbons, the Operators, all counterparties under Swap Agreements, all account debtors of Borrower (including under pipeline transportation contracts), and any other customers of Borrower to deposit all payments of any nature whatsoever due and owing by such Persons to Borrower directly into an account maintained by Lender (the “Lender Account”); provided, however, that Purchasers of Hydrocarbons, with prior notice to Lender, may make distributions to third-party royalty interest owners and working interest owners and may withhold Severance Taxes. Lender shall establish a sub-account (the “Borrower Sub-Account”) on its internal books and records and shall credit to such Borrower Sub-Account all collected funds which constitute such payments. After payment of the amounts described in this Section 2.7 and subject to Section 2.6, Borrower authorizes Lender to debit the Borrower Sub-Account for the payment of all Obligations hereunder when due and payable.
Borrower Sub-Account. Following the date on which the first Advance under the Term Loan is made and continuing until all Advances under the Term Loan have been paid in full in cash, Borrower will direct and cause Operator, all purchasers of Hydrocarbons and all other customers and obligors of Borrower (including all payors of Royalty Interests, net profit interests, and production payment interests) to deposit directly into the Project Account all payments of any nature due and owing to Borrower. If an Event of Default exists and Borrower nonetheless receives any such funds, it will promptly (but, in any event, by the end of the following third Business Day) deposit all such funds in the Project Account. If an Event of Default does not exist, after receipt of funds into the Project Account pursuant to this Section 2.12(a), Administrative Agent will promptly (but, in any event, by the end of the third Business Day following the date of deposit of such funds into the Project Account) transfer all funds in the Project Account to a Deposit Account designated by Borrower and permitted by Section 6.23. This Section 2.12 will not prohibit Operator from making payments directly to Royalty Interest owners and other third party payees who are not Affiliates of Borrower. Administrative Agent will establish a sub account (the “Borrower Sub-Account”) on its internal books and records and credit to the Borrower Sub-Account all funds collected in the Project Account and attributable to Borrower’s Net Revenue Interest in the Oil and Gas Properties at the time the amount to be credited has been identified to Administrative Agent’s reasonable satisfaction. Borrower hereby irrevocably authorizes Administrative Agent to debit, whenever an Event of Default exists, the Borrower Sub-Account for (i) the payment of all Obligations when due, and (ii) for any and all outstanding accrued interest existing on the date of said debit, provided, however, any interest paid under this Section 2.12(a)(ii) in any month will also be deducted under Section 2.8 for purposes of calculating Net Operating Cash Flow for said month. Administrative Agent may, if an Event of Default exists, apply all funds credited to the Borrower Sub-Account against any Obligations then outstanding.
Borrower Sub-Account. Until all of Borrowers' Obligations have been fully satisfied, Borrowers shall direct and cause all Purchasers of Hydrocarbons, Pipeline Parties, the Operator, all account debtors of Borrowers, and any other customers of Borrowers to deposit all payments of any nature whatsoever due and owing by such Persons to Borrowers directly into an account maintained by Lender (the "Lender Account"); provided, however, that Purchasers of Hydrocarbons may make distributions to royalty interest owners and third-party working interest owners and may withhold Severance Taxes. Lender shall establish a sub-account (the "Borrower Sub-Account") on its internal books and records and shall credit to such Borrower Sub-Account all collected funds which constitute payments referred to in the preceding sentence. Borrowers authorize Lender to debit the Borrower Sub-Account for the payment of all Obligations hereunder when due and payable.
Borrower Sub-Account
