Common use of Production Proceeds Clause in Contracts

Production Proceeds. Notwithstanding that, by the terms of the Mortgages, the Restricted Persons are and will be assigning to the Administrative Agent, 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 and is continuing, the Restricted Persons may continue to receive from the purchasers of production such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereof, including the right to obtain possession of any or all of the Production Proceeds then held by 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 intentioned or inadvertent, by any Lender Party to collect directly any such Production Proceeds constitute in any way a waiver, remission, or release of any rights of any Lender Party under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party to the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgages, the Restricted Persons are and will Security Documents which may be assigning delivered to the Administrative AgentCollateral Agent pursuant to paragraph 5Q, for the benefit one or more Subsidiaries of the Secured PartiesCompany will, after a Debt Rating Downgrade, assign the Collateral Agent all of the “Production Proceeds” (as defined thereinin Exhibit I attached hereto) accruing to the property covered thereby, so long as no Event of Default has occurred and is continuing, the Restricted Persons such Subsidiaries may continue to receive from the purchasers purchases of production all such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of a Default, the Administrative Collateral Agent may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereofDocuments, including the right to obtain possession of any or all of the Production Proceeds then held by the Restricted Persons Subsidiaries or to receive directly from the purchasers of production all of the other Production Proceeds. In no case shall any failure, whether intentioned intentional or inadvertent, by any Lender Party the Collateral Agent to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of rights of any Lender Party hereunder or under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party the Collateral Agent to the Restricted Persons Subsidiaries constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party the Collateral Agent to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgages, the Restricted Persons are Cairn is and will be assigning to the Administrative Agent, for the benefit of the Secured Parties, 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 and is continuing, the Restricted Persons Cairn may continue to receive from the purchasers of production all such Production Proceeds, subject, however, and the Administrative Agent shall reasonably cooperate with Cairn so that the purchasers of production pay such Production Proceeds directly to Cairn and not to the Liens created under Administrative 74 69 Agent nor the Security Documents, which Liens are hereby affirmed and ratifiedLenders. Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent and Lenders may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereofMortgages, including the right to obtain possession of any or all of the Production Proceeds then held by the Restricted Persons Cairn or to receive directly from the purchasers of production all of the other Production Proceeds. In no case shall any failure, whether intentioned purposed or inadvertent, by any Lender Party the Administrative Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of their rights of any Lender Party under the Security DocumentsMortgages, nor shall any release of any Production Proceeds by any Lender Party Administrative Agent or Lenders to the Restricted Persons Cairn constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party Administrative Agent or Lenders to collect other Production Proceeds thereafterthereunder.

Production Proceeds. Notwithstanding that, by the terms of ------------------- the Mortgagesvarious Security Documents, the Restricted Persons are and will be assigning to the Administrative Agent, for the benefit of the Secured Parties, 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, the Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. At the written request of Borrower Agent shall prepare a letter to a purchaser of production confirming the foregoing. Upon the occurrence and during the continuance of an Event of a Default, the Administrative Agent and Lenders may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereofDocuments, including the right to obtain possession of any or all of the Production Proceeds then held by 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 intentioned purposed or inadvertent, by any Lender Party Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of their rights of any Lender Party under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party Agent or Lenders to the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgagesvarious Security Documents, the Restricted Persons are and will be assigning to the Administrative Agent, for the benefit of the Secured Parties, 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, the Restricted Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Security 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 Security Documents subject to the terms thereofDocuments, including the right to obtain possession of any or all of the Production Proceeds then held by 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 intentioned purposed or inadvertent, by any Lender Party Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of their rights of any Lender Party under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party Agent or Lenders to the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgagesvarious Security Documents, the Restricted Persons grantors thereunder are and will be assigning to the Administrative Agent, for the benefit of the Secured Parties, Agent and Lenders all of the “"Production Proceeds” " and "Transportation, Separation and Processing 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 and is continuing, the Restricted such Persons may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Security Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of a Default, the Administrative Agent and Lenders may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereofDocuments, including the right to obtain possession of any or all of the Production Proceeds then held by 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 intentioned purposed or inadvertent, by any Lender Party Agent or Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of their rights of any Lender Party under the Security Documents, nor shall any release of any Production Proceeds by any Lender Party Agent or Lenders to the Restricted Persons constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party Agent or Lenders to collect other Production Proceeds thereafter.

Production Proceeds. Notwithstanding that, by the terms of the Mortgages------------------- various Loan Documents, the Restricted Persons Borrowers are and will be assigning to the Administrative Agent, for Agent and the benefit of the Secured Parties, 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 and is continuing, the Restricted Persons Borrowers may continue to receive from the purchasers of production all such Production Proceeds, subject, however, to the Liens created under the Security Loan Documents, which Liens are hereby affirmed and ratified. Upon the occurrence and during the continuance of an Event of a Default, the Administrative Agent and the Lenders may exercise any and all rights and remedies granted under the Security Documents subject to the terms thereofLoan Documents, including the right to obtain possession of any or all of the Production Proceeds then held by the Restricted Persons Borrowers or to receive directly from the purchasers of production all of the other Production Proceeds. In no case shall any failure, whether intentioned purposed or inadvertent, by any Lender Party the Agent or the Lenders to collect directly any such Production Proceeds constitute in any way a waiver, remission, remission or release of any of their rights of any Lender Party under the Security Loan Documents, nor shall any release of any Production Proceeds by any Lender Party the Agent or the Lenders to the Restricted Persons Borrowers or any Subsidiary constitute a waiver, remission, or release of any other Production Proceeds or of any rights of any Lender Party the Agent or the Lenders to collect other Production Proceeds thereafter.