Common use of Letters in Lieu of Transfer Orders Clause in Contracts

Letters in Lieu of Transfer Orders. The Borrowers shall provide the Agent for the benefit of the Banks, undated letters in lieu of transfer orders, in form and substance satisfactory to Agent, from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the Banks. The Banks agree that none of the letters in lieu of transfer orders provided by the Borrowers pursuant to this Section 6(c) will be sent to the address prior to the occurrence of an Event of Default, at which time the Agent may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f) and (g), the Agent shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers hereby designate the Agent as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers to the Agent for the benefit of the Banks pursuant to Sections 6(c) and 11(a)(x) hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers hereby ratify and confirm all that the Agent shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Agent by this appointment may only be exercised by the Agent by execution by any Person who, at the time of exercise, is an officer of the Agent, and are solely to protect the interests of the Agent and the Banks under the Loan Documents and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the Borrowers, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers Borrower shall provide promptly upon the Agent for the benefit reasonable request of the BanksAdministrative Agent, undated at any time and from time to time, execute such letters in lieu of transfer orders, in form addition to the letters signed by Borrower and substance satisfactory delivered to Agentthe Administrative Agent in satisfaction of the conditions set forth in Section 7.1 hereof, as are necessary or appropriate to transfer and deliver to the Administrative Agent proceeds from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and or attributable to the any Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the BanksProperty or other Collateral. The Banks Lenders agree that none of the letters in lieu of transfer orders provided by the Borrowers Borrower pursuant to this Section 6(c) 4.26 will be sent to the address addressee prior to the occurrence of an Event of Default, at which time the Agent Lenders may, at its their option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f8.1(g) and (gh), neither the Lenders nor the Administrative Agent on behalf of the Lenders shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers Borrower hereby designate designates the Administrative Agent as its agent and attorney-in-attorney in fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers Borrower to the Agent for the benefit of the Banks Lenders pursuant to Sections 6(c) and 11(a)(x) the terms hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers Borrower hereby ratify ratifies and confirm confirms all that the Agent Lender shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent Lenders in the Collateral, shall commence and be in full force and effect as of the Effective Closing Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent Lenders hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Lenders and/or the Administrative Agent by this appointment may only be exercised by the Lenders and/or the Administrative Agent by execution by any Person who, at the time of exercise, is an officer of the such Lender or Administrative Agent, and are solely to protect the interests of the Agent and the Banks Lenders under the Loan Documents and shall not impose any duty upon the Agent Lenders to exercise any such powers. The Agent Lenders shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the BorrowersBorrower, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers shall provide the Agent for the benefit of the Banks, undated letters in lieu of transfer orders, in form and substance satisfactory to Agent, from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the Banks. The Banks agree that none of the letters in lieu of transfer orders provided by the Borrowers pursuant to this Section 6(c) will be sent to the address addressee prior to the occurrence of an Event of Default, at which time the Agent may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f) and (g), the Agent shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers hereby designate the Agent as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers to the Agent for the benefit of the Banks pursuant to Sections 6(c) and 11(a)(x11(a)(viii) hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers hereby ratify and confirm all that the Agent shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Agent by this appointment may only be exercised by the Agent by execution by any Person who, at the time of exercise, is an officer of the Agent, and are solely to protect the interests of the Agent and the Banks under the Loan Documents and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the Borrowers, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers shall provide the Agent for the benefit of the Banks, undated letters in lieu of transfer orders, in form and substance satisfactory to Agent, from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the Banks. The Banks agree that none of the letters in lieu of transfer orders provided by the Borrowers pursuant to this Section 6(c4(c) will be sent to the address addressee prior to the occurrence of an Event of Default, at which time the Agent may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f12(f) and (g)12(g) below, the Agent shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers hereby designate the Agent as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers to the Agent for the benefit of the Banks pursuant to this Sections 6(c4(c) and 11(a)(xSection 9(a)(viii) hereofbelow, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. The Borrowers hereby ratify and confirm all that the Agent shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Agent by this appointment may only be exercised by the Agent by execution by any Person who, at the time of exercise, is an officer of the Agent, and are solely to protect the interests of the Agent and the Banks under the Loan Documents and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the Borrowers, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers shall provide the Agent for the benefit of the Banks, undated letters in lieu of transfer orders, in form and substance satisfactory to Agent, from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the Banks. The Banks agree that none of the letters in lieu of transfer orders provided by the Borrowers pursuant to this Section 6(c) 6.3 will be sent to the address prior to the occurrence of an Event of Default, at which time the Agent may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f) 14.6 and (g)14.7, the Agent shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers hereby designate the Agent as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers to the Agent for the benefit of the Banks pursuant to Sections 6(c) 6.3 and 11(a)(x) 12.24 hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers hereby ratify and confirm all that the Agent shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Agent by this appointment may only be exercised by the Agent by execution by any Person who, at the time of exercise, is an officer of the Agent, and are solely to protect the interests of the Agent and the Banks under the Loan Documents and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the Borrowers, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers shall provide the Agent for the benefit of the Banks, undated letters in lieu of transfer orders, in form and substance satisfactory to Agent, from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the Banks. The Banks agree that none of the letters in lieu of transfer orders provided by the Borrowers pursuant to this Section 6(c) 6.3 will be sent to the address prior to the occurrence of an Event of Default, at which time the Agent may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f) 14.6 and (g)14.7, the Agent shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers hereby designate the Agent as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers to the Agent for the benefit of the Banks pursuant to Sections 6(c) 6.3 and 11(a)(x) 12.23 hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers hereby ratify and confirm all that the Agent shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers conferred on Agent by this appointment may only be exercised by the Agent by execution by any Person who, at the time of exercise, is an officer of the Agent, and are solely to protect the interests of the Agent and the Banks under the Loan Documents and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the Borrowers, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers Borrower shall provide the Agent for the benefit of the BanksBank, undated letters in lieu of transfer orders, in form and substance as attached hereto as Annex 3 satisfactory to AgentBank, from the Borrowers Borrower to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and attributable to the Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the BanksBank. The Banks agree Bank agrees that none of the letters in lieu of transfer orders provided by the Borrowers Borrower pursuant to this Section 6(c3(c) will be sent to the address addressee prior to the occurrence of an Event of Default, at which time the Agent Bank may, at its option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f10(f) and (g), the Agent Bank shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers Borrower hereby designate designates the Agent Bank as its agent and attorney-in-fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers Borrower to the Agent for the benefit of the Banks Bank pursuant to Sections 6(c) and 11(a)(xSection 8(x) hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers Borrower hereby ratify ratifies and confirm confirms all that the Agent Bank shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests interest of the Agent Bank in the Collateral, shall commence and be in full force and effect as of the Effective Date and shall remain in full force and effect and shall be irrevocable until the obligationsObligations, if any, of the Agent Borrower hereunder have terminated and the full satisfaction of all obligations Obligations due hereunder or under the NotesNote. The powers conferred on Agent Bank by this appointment may only be exercised by the Agent Bank by execution by any Person who, at the time of exercise, is an officer of the AgentBank, and are solely to protect the interests of the Agent and the Banks Bank under the Loan Documents and shall not impose any duty upon the Agent Bank to exercise any such powers. The Agent Bank shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the BorrowersBorrower, or any other Person for any act or failure to act with respect to such powers, except for bad faith, gross negligence or willful misconduct.

Letters in Lieu of Transfer Orders. The Borrowers Borrower shall provide promptly upon the Agent for the benefit reasonable request of the BanksAdministrative Agent, undated at any time and from time to time, execute such letters in lieu of transfer orders, in form addition to the letters signed by Borrower and substance satisfactory delivered to Agentthe Administrative Agent in satisfaction of the conditions set forth in Section 7.1 hereof, as are necessary or appropriate to transfer and deliver to the Administrative Agent proceeds from the Borrowers to each purchaser of hydrocarbons and disburser proceeds of hydrocarbons from and or attributable to the any Oil and Gas Properties, together with additional letters with addresses left blank authorizing and directing the addressees to make future payments attributable to hydrocarbons from the Oil and Gas Properties directly to the Agent for the benefit of the BanksProperty or other Collateral. The Banks Lenders agree that none of the letters in lieu of transfer orders provided by the Borrowers Borrower pursuant to this Section 6(c) 4.26 will be sent to the address addressee prior to the occurrence of an Event of Default, at which time the Agent Lenders may, at its their option and in addition to the exercise of any of its other rights and remedies, send any and all of such letters to such addressees; provided, however, that upon the occurrence of an Event of Default other than those specified in Sections 14(f8.1(g) and (gh), neither the Lenders nor the Administrative Agent on behalf of the Lenders shall not send any or all of such letters until the applicable period to cure, if any, such Default has lapsed without such Default being cured. Borrowers Borrower hereby designate designates the Administrative Agent as its agent and attorney-in-attorney in fact, to act in its name, place and stead for the purpose of completing and delivering any and all letters in lieu of transfer orders delivered by the Borrowers Borrower to the Agent for the benefit of the Banks Lenders pursuant to Sections 6(c) and 11(a)(x) the terms hereof, including, without limitation, completing any blanks contained in such letters and attaching exhibits thereto describing the relevant Collateral. Borrowers Borrower hereby ratify ratifies and confirm confirms all that the Agent Lender shall lawfully do or cause to be done by virtue of this power of attorney and the rights granted with respect to such power of attorney. This power of attorney is coupled with the interests of the Agent Lenders in the Collateral, shall commence and be in full force and effect as of the Effective Closing Date and shall remain in full force and effect and shall be irrevocable until the obligations, if any, of the Agent Lenders hereunder have terminated and the full satisfaction of all obligations due hereunder or under the Notes. The powers 4823-2057-1839.3 conferred on Lenders and/or the Administrative Agent by this appointment may only be exercised by the Lenders and/or the Administrative Agent by execution by any Person who, at the time of exercise, is an officer of the such Lender or Administrative Agent, and are solely to protect the interests of the Agent and the Banks Lenders under the Loan Documents and shall not impose any duty upon the Agent Lenders to exercise any such powers. The Agent Lenders shall be accountable only for amounts that it actually receives or has expressly directed that others receive as a result of the exercise of such powers and shall not be responsible to the BorrowersBorrower, or any other Person for any act or failure to act with respect to such powers, except for gross negligence or willful misconduct.