Common use of Production Proceeds Clause in Contracts

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

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain the Company and the Guarantors and Borrower are and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Lenders, grants each of the Company and the Guarantors a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or (h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, by notice to the Company, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by Loan Parties the Company and the Guarantors or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to Loan Parties the Company and the Guarantors constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various Mortgages, certain Guarantors and the Borrower are is and will be assigning to the Administrative Agent and Lenders all of the “"Production Proceeds” " (as defined thereinin the Mortgage) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties the Borrower may continue to receive from the purchasers of production all such Production Proceeds, subject, however, and the Administrative Agent shall reasonably cooperate with the Borrower so that the purchasers of production pay such Production Proceeds directly to the Liens created under Borrower and not to the Mortgages, which Liens are hereby affirmed and ratifiedAdministrative Agent nor the Lenders. Upon the occurrence and continuation of an Event of Default, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Mortgages, including the right to obtain possession of all Production Proceeds then held by Loan Parties the Borrower or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Mortgages, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties the Borrower constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafterthereunder.

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower the grantors thereunder are and will be assigning to Administrative Agent and Lenders for the benefit of the Lender Parties all of the “Production Proceeds” (as defined thereintherein and in this section collectively called “Proceeds”) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties the Borrower and its Restricted Subsidiaries or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties the Borrower or its Restricted Subsidiaries constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower the grantors thereunder are and will be assigning to Administrative Agent and Lenders for the benefit of the Lender Parties all of the “Production Proceeds” (as defined thereintherein and in this section collectively called “Proceeds”) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of a Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are the Company is and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Secured Parties, grants each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or 9.1(h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, by notice to the Company, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by the Loan Parties or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to the Loan Parties constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by By the terms of the various Mortgagesdeed of trust, certain Guarantors mortgage, assignment, security agreement, fixture filing and Borrower are financing statement by the Guarantor in favor of the trustee defined therein and the Lender (the “Deed of Trust”), the Guarantor is and will be assigning to Administrative Agent and Lenders the Lender all of the “Production Proceeds” (as defined thereinin the Deed of Trust) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties occurred, the Guarantor may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens liens created under the MortgagesDeed of Trust, which Liens liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, Administrative Agent and Lenders the Lender may exercise all rights and remedies granted under the MortgagesDeed of Trust, including the right to obtain possession of all Production Proceeds then held by Loan Parties the Guarantor or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders the Lender to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesDeed of Trust, nor shall any release of any Production Proceeds by Administrative Agent or Lenders the Lender to Loan Parties the Guarantor constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders the Lender to collect other Production Proceeds thereafter.

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower Loan Parties are and will be assigning to the Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered therebythereby and have agreed to execute transfer orders, division orders and other instruments that may be requested by Agent or that may be required by any purchaser of any production for the purpose of effectuating payment of such Production Proceeds to Agent, so long as no Event of Default has occurred such (i) Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratifiedratified and (ii) Agent will not exercise such rights contained in any Security Document to require the Borrower to execute and deliver transfer orders, division orders and other instruments effectuating payment of such Production Proceeds to Agent. Upon the occurrence of an Event of a Default, the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by the Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are the Company is and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Lenders, grants each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or (h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by Loan Parties the Company and its Subsidiaries or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to Loan Parties the Company and its Subsidiaries constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are the Company is and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Lenders, grants each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or (h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, by notice to the Company, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by the Loan Parties or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to the Loan Parties constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesMortgage, certain Guarantors and Borrower are and will be assigning Working Interest Owner is granting to Administrative Agent and Lenders Royalty Owner the right to collect directly all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby), so long as no Event of Performance Default has occurred such Loan Parties Working Interest Owner may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesMortgage, which Liens are hereby affirmed and ratified, and Royalty Owner will not exercise its rights and powers under Sections 3.1 and 3.2 of the Mortgage. Upon the occurrence of an Event of a Performance Default, Administrative Agent and Lenders Royalty Owner may exercise all rights and remedies granted under the MortgagesMortgage, including the right to obtain possession of all Production Proceeds then held by Loan Parties or Working Interest Owner and the right to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative Agent or Lenders Royalty Owner to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesProduction Payment Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders Royalty Owner to Loan Parties Working Interest Owner constitute a waiver, remission, or release of any other Production Proceeds or of any the rights of Administrative Agent or Lenders Royalty Owner to collect all other Production Proceeds thereafter.

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents which may be delivered to Administrative Agent pursuant to Section 6.14, certain Guarantors and one or more Subsidiaries of the Borrower are and will will, after a Debt Rating Downgrade, be assigning to Administrative Agent and Lenders all of the “Production Proceeds” (as defined in Exhibit G therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties Subsidiaries may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of a Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties the Subsidiaries or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties the Subsidiaries constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are the Company is and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Lenders, grants each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or 9.1(h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, by notice to the Company, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by the Loan Parties or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to the Loan Parties constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower Loan Parties are and will be assigning to Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered therebythereby and have agreed to execute transfer orders, division orders and other instruments that may be requested by Agent or that may be required by any purchaser of any production for the purpose of effectuating payment of such Production Proceeds to Agent, so long as no Event of Default has occurred such (i) Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratifiedratified and (ii) Agent will not exercise such rights contained in any Security Document to require Borrower to execute and deliver transfer orders, division orders and other instruments effectuating payment of such Production Proceeds to Agent. Upon the occurrence of an Event of a Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various Mortgages, certain Guarantors and Borrower are and will be assigning to the Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred and is continuing such Loan Parties may continue to receive from the purchasers of production all such Production Proceeds, subject, however, provided that such Production Proceeds shall continue to be subject to the Liens created under the Mortgages, which Liens are hereby affirmed Mortgages and ratifiedthe other Security Instruments. Upon the occurrence of an Event of Default, the Administrative Agent and Lenders may exercise all rights and remedies granted under the Mortgages, including the right to obtain possession of all Production Proceeds then held by Loan Parties or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by the Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the Mortgages, nor shall any release of any Production Proceeds by the Administrative Agent or Lenders to Loan Parties constitute a waiver, remission, or release of any other Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Production Proceeds thereafter. . Comply in all material respects with all applicable Anti-Corruption Laws, applicable anti-terrorism Laws, applicable anti-money laundering Laws and Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such Laws.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower Restricted Persons are and will be assigning to Administrative Agent and Lenders Agent, for the benefit of the Secured Parties all of the “Production Proceeds” (as defined therein) production and proceeds of production accruing to the property covered encumbered thereby, so long as no Event of Default has occurred such Loan Parties and is continuing the Restricted Persons may continue to receive from the purchasers of production all such Production Proceedsproceeds of production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Whenever any Event of DefaultDefault has occurred and is continuing, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds proceeds of production then held by Loan Parties Restricted Persons or to receive directly from the purchasers of production all other Production Proceedsproceeds thereof. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds proceeds of production constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds proceeds of production by Administrative Agent or Lenders to Loan Parties Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds proceeds of production or of any rights of Administrative Agent or Lenders Secured Parties to collect other Production Proceeds proceeds of production thereafter.

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower Restricted Persons are and will be assigning to Administrative Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of a Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents subject to the terms thereof, including the right to obtain possession of all Production Proceeds then held by Loan Parties Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to Loan Parties Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders to collect other Production Proceeds thereafter. Until a Default has occurred, upon the written request of Borrower, Administrative Agent shall notify any operator of Oil and Gas Properties of the Restricted Persons, that Administrative Agent has not exercised its right to receive Production Proceeds attributable to such Oil and Gas Properties and that Administrative Agent will notify such operator when it does exercise such right.

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

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various Mortgages, certain Guarantors and Borrower the Restricted Persons are and will be assigning to the Administrative Agent and Lenders Agent, for the benefit of the Secured Parties, all of the “Production Hydrocarbons” and “Proceeds” (as such terms are defined therein) accruing to the property covered therebythereby (such proceeds, the “Production Proceeds”), so long as no Event of Default has occurred such Loan Parties and is continuing, the Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and Lenders may exercise any and all rights and remedies granted under the MortgagesSecurity Documents subject to the terms thereof, including the right to obtain possession of any or all of the Production Proceeds then held by Loan Parties the Restricted Persons or to receive directly from the purchasers of production all of the other Production Proceeds. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative Agent or Lenders any Lender Party to collect directly any such Production Proceeds constitute in any way a waiver, remission remission, or release of any rights of their rights any Lender Party under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders any Lender Party to Loan Parties the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders any Lender Party to collect other Production Proceeds thereafter.

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are is and will be assigning to Administrative Agent and Lenders Lender all of the “"Production Proceeds” " (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties Borrower may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of DefaultDefault (other than any Event of Default arising under the Mortgage as a result of Borrower's failure to pay Production Proceeds to Lender in accordance with the terms therein), Administrative Agent and Lenders Lender may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Production Proceeds then held by Loan Parties Borrower or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed or inadvertent, by Administrative Agent or Lenders Lender to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders Lender to Loan Parties Borrower constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative Agent or Lenders Lender to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesCollateral Agreements, certain Guarantors the Company and Borrower its Restricted Subsidiaries are and will be assigning to Administrative the Collateral Agent and Lenders all of the “Production Proceeds” (as defined therein) accruing to the property covered thereby, so long as no Event of Default has occurred such Loan Parties and is continuing, the Company and its Restricted Subsidiaries may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the MortgagesCollateral Agreements, which Liens are hereby affirmed and ratified. Upon the occurrence of an Event of Default, Administrative and subject to the Subordination Agreement, the Collateral Agent and Lenders may exercise all rights and remedies granted under the MortgagesCollateral Agreements subject to the terms thereof, including the right to obtain possession of all Production Proceeds then held by Loan Parties Restricted Persons or to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative the Collateral Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its or the Holders rights under the MortgagesCollateral Agreements, nor shall any release of any Production Proceeds by Administrative the Collateral Agent or Lenders the Holders to Loan Parties the Company or any of its Restricted Subsidiaries constitute a waiver, remission, or release of any other Production Proceeds or of any rights of Administrative the Collateral Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesMortgage, certain Guarantors and Borrower are and will be assigning Working Interest Owner is granting to Administrative Agent and Lenders Royalty Owner the right to collect directly all of the “Production Proceeds” "As-Extracted Collateral" (as defined therein) accruing to the property covered thereby), so long as no Event of Performance Default has occurred such Loan Parties Working Interest Owner may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens liens created under the MortgagesMortgage, which Liens liens are hereby affirmed and ratified, and Royalty Owner will not exercise its rights and powers under Section 4.03 of the Credit Agreement. Upon the occurrence of an Event of a Performance Default, Administrative Agent and Lenders Royalty Owner may exercise all rights and remedies granted under the MortgagesMortgage, including the right to obtain possession of all Production Proceeds then held by Loan Parties or Working Interest Owner and the right to receive directly from the purchasers of production all other Production Proceeds. In no case shall any failure, whether purposed intentioned or inadvertent, by Administrative Agent or Lenders Royalty Owner to collect directly any such Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesProduction Payment Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders Royalty Owner to Loan Parties Working Interest Owner constitute a waiver, remission, or release of any other Production Proceeds or of any the rights of Administrative Agent or Lenders Royalty Owner to collect all other Production Proceeds thereafter.

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

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

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

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

Production Proceeds. Notwithstanding that, by the terms of the various MortgagesSecurity Documents, certain Guarantors and Borrower are the Company is and will be assigning to the Administrative Agent and Lenders all of the “Net Proceeds of Production Proceeds” (as defined therein) accruing to the property Mortgaged Properties covered thereby, so long as no Event of Default has occurred such Loan Parties may and is continuing, the Administrative Agent, on behalf of the Lenders, grants each of the Company and its Subsidiaries a revocable license to continue to receive from the purchasers of production all such Production ProceedsNet Proceeds of Production, subject, however, to the Liens created under the MortgagesSecurity Documents, which Liens are hereby affirmed and ratified. Upon During the occurrence continuance of an Event of Default described under Sections 9.1(g) or (h), this license shall be automatically revoked, and during the continuance of any other Event of Default, this license shall be revocable in the sole discretion of the Administrative Agent, by notice to the Company, and the Administrative Agent and Lenders may exercise all rights and remedies granted under the MortgagesSecurity Documents, including the right to obtain possession of all Net Proceeds of Production Proceeds then held by Loan Parties the Company and its Subsidiaries or to receive directly from the purchasers of production all other Production ProceedsNet Proceeds of Production. In no case shall any failure, whether purposed purposeful or inadvertent, by the Administrative Agent or Lenders to collect directly any such Net Proceeds of Production Proceeds constitute in any way a waiver, remission or release of any of their its rights under the MortgagesSecurity Documents, nor shall any release of any Net Proceeds of Production Proceeds by the Administrative Agent or Lenders to Loan Parties the Company and its Subsidiaries constitute a waiver, remission, or release of any other Net Proceeds of Production Proceeds or of any rights of the Administrative Agent or Lenders to collect other Net Proceeds of Production Proceeds thereafter.. ARTICLE V

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