Common use of Subordination of Obligor’s Liens Clause in Contracts

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's notice, to visit and inspect (a) each Obligors' offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "Contracts and Records"), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' ’ interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's ’s notice, to visit and inspect (a) each Obligors' of the Borrower’s and its Subsidiaries’ offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "“Contracts and Records"”), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties (except for such Pipeline Properties that are not Mortgaged Properties), to hold the same as security for the Indebtedness Obligations and to apply it on the principal and interest or other amounts owing on any of the IndebtednessObligations, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or an Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline Pipelines to the Administrative Collateral Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's notice, to visit and inspect (a) each Obligors' offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "Contracts and RecordsCONTRACTS AND RECORDS"), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or an Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline Pipelines to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's ’s notice, to visit and inspect (a) each Obligors' ’ offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "Contracts and Records"), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or an Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline Pipelines to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor Borrower and each Subsidiary hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, otherwise and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' Person’s interests in the Mortgaged Properties or in the Pipeline Borrowing Base Properties and revenues attributable to its interest therein, therein including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's ’s notice, to visit and inspect during regular business hours (aA) Borrower and each Obligors' Subsidiary’s offices, including all books and records, farmout agreements, area of mutual interest agreements, gathering development agreements, pipeline geologic and geophysical survey agreements, operating agreements, contracts and other agreements that relate to any of the Pipeline Mortgaged Properties or in the Borrowing Base Properties, seismic, geological and geophysical, drilling and production data and records, all accounting records, joint interest billing records, division order records, land files, and land files contracts and records referring to the gathering, transportationproduction, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "“Contracts and Records"”), and to examine, take copies and extracts therefrom, and (bB) any of the Pipeline Mortgaged Properties. (iii) Following the occurrence and during the continuance of an Event of Default, Borrower and each Obligor Subsidiary acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation sale of Hydrocarbons through Oil and Gas produced from or attributable to the Pipeline Mortgaged Properties, to hold the same as security for the Indebtedness Obligations and to apply it on the principal and interest or other amounts owing on any of the IndebtednessObligations, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, Borrower and each ObligorSubsidiary, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline to the Administrative Agent shall have the right to appoint a contract operator to perform for the period of time the Event of Default is continuing any or all of Borrower’s or any of its designeeSubsidiaries’ obligations as operator of any Borrowing Base Properties, but in no event shall any such action taken by Administrative Agent cause Borrower or any of its Subsidiaries to be deemed to have resigned as operator under any applicable operating agreement covering the Borrowing Base Properties.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' interests in the Mortgaged Properties or in the Pipeline its Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's notice, to visit and inspect (a) each Obligors' offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline its Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "Contracts and RecordsCONTRACTS AND RECORDS"), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline its Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation Properties of Hydrocarbons through the Pipeline Propertiessuch Obligor, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged its Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or an Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline their Pipelines to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's notice, to visit and inspect (a) each Obligors' offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "Contracts and RecordsCONTRACTS AND RECORDS"), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders any and all liens, statutory or otherwise, and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' ’ interests in the Mortgaged Properties or in the Pipeline Properties and revenues attributable to its interest therein, including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's ’s notice, to visit and inspect (a) each Obligors' ’ offices, including all books and records, area of mutual interest agreements, gathering agreements, pipeline operating agreements, contracts and other agreements that relate to the Pipeline Properties, geological and geophysical, production data and records, accounting records, and land files referring to the gathering, transportation, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "“Contracts and Records"”), and to examine, take copies and extracts therefrom, and (b) any of the Pipeline Properties. (iii) Following the occurrence and during the continuance of an Event of Default, each Obligor acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation of Hydrocarbons through the Pipeline Properties, to hold the same as security for the Indebtedness and to apply it on the principal and interest or other amounts owing on any of the Indebtedness, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, each Obligor, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline to the Administrative Agent or its designee.

Subordination of Obligor’s Liens. (i) Each Obligor Borrower and each Subsidiary hereby subordinates and assigns in favor of Administrative Agent for the benefit of the Lenders Banks any and all liens, statutory or otherwise, otherwise and any rights of offset contractual or otherwise it has or may have in the future against such Obligors' Person’s interests in the Mortgaged Properties or in the Pipeline Borrowing Base Properties and revenues attributable to its interest therein, therein including the Contracts and Records (defined below). (ii) Any officer or employee of Administrative Agent is expressly granted the right at its option upon not less than one (1) Business Day's ’s notice, to visit and inspect during regular business hours (aA) Borrower and each Obligors' Subsidiary’s offices, including all books and records, farmout agreements, area of mutual interest agreements, gathering development agreements, pipeline geologic and geophysical survey agreements, operating agreements, contracts and other agreements that relate to any of the Pipeline Mortgaged Properties or in the Borrowing Base Properties, seismic, geological and geophysical, drilling and production data and records, all accounting records, joint interest billing records, division order records, land files, and land files contracts and records referring to the gathering, transportationproduction, sale, purchase, exchange or processing of Hydrocarbons whether such data, information or agreements are in written form or electronic format (the "“Contracts and Records"”), and to examine, take copies and extracts therefrom, and (bB) any of the Pipeline Mortgaged Properties. (iii) Following the occurrence and during the continuance of an Event of Default, Borrower and each Obligor Subsidiary acknowledges that the Administrative Agent is expressly granted the right to exercise any and all liens, statutory or otherwise, rights of offset or recoupment it has and to receive the monies, income, proceeds, or benefits attributable to the gathering, transportation sale of Hydrocarbons through Oil and Gas produced from or attributable to the Pipeline Mortgaged Properties, to hold the same as security for the Indebtedness Obligations and to apply it on the principal and interest or other amounts owing on any of the IndebtednessObligations, whether or not then due, in such order or manner as Administrative Agent may elect. (iv) In the event of a foreclosure, deed in lieu, or other transfer of record or beneficial ownership or operations of the Mortgaged Properties, Borrower and each ObligorSubsidiary, as bailee, agrees to cooperate and assist Administrative Agent and its officers, agents and counsel in the peaceful transfer and delivery of such Contracts and Records records to such party or parties as Administrative Agent may in writing direct. (v) Following the occurrence and during the continuance of a Default or Event of Default and within thirty (30) days after receipt of notice from Administrative Agent, Obligors will relinquish their respective rights to operate the Pipeline to the Administrative Agent shall have the right to appoint a contract operator to perform for the period of time the Event of Default is continuing any or all of Borrower’s or any of its designeeSubsidiaries’ obligations as operator of any Borrowing Base Properties, but in no event shall any such action taken by Administrative Agent cause Borrower or any of its Subsidiaries to be deemed to have resigned as operator under any applicable operating agreement covering the Borrowing Base Properties.