ONLY TO PERMITTED LIENS) UNDER THE MORTGAGES ON ADDITIONAL OIL AND GAS
PROPERTIES NOT ALREADY SUBJECT TO SUCH A LIEN UNDER THE MORTGAGES SUCH THAT
AFTER GIVING EFFECT THERETO, THE MORTGAGED PROPERTIES WILL REPRESENT AT LEAST
80% OF THE TOTAL PV-10 VALUE OF PROVED RESERVES ATTRIBUTABLE TO THE OIL AND GAS
PROPERTIES EVALUATED BY THE RELEVANT RESERVE REPORT.
(E)
OTHER COLLATERAL. UPON ADMINISTRATIVE AGENT'S REQUEST, BORROWER
WILL AND WILL CAUSE ITS RESTRICTED SUBSIDIARIES TO GRANT LIENS AS SECURITY FOR
THE DEBT ON (I) ASSETS AND INTERESTS RELATED TO THE MORTGAGED PROPERTIES,
INCLUDING RELATED OPERATING EQUIPMENT, ACCOUNTS, INVENTORY, CONTRACT RIGHTS AND
ALL PRODUCTS, PROCEEDS AND OTHER INTERESTS RELATED TO THE OWNERSHIP, OPERATION
AND OR PRODUCTION OF THE MORTGAGED PROPERTIES AND (II) ALL OTHER MATERIAL
FACILITIES (INCLUDING GATHERING, TRANSPORTATION, COMPRESSION, PROCESSING,
TREATING AND STORAGE FACILITIES) AND OTHER MATERIAL REAL AND PERSONAL PROPERTY
OWNED BY IT FROM TIME TO TIME (EXCLUDING ANY INTEREST IN ANY UNRESTRICTED
SUBSIDIARIES AND ANY EXCLUDED PROPERTY (AS DEFINED IN THE MORTGAGES).
53
(F)
PRODUCTION PROCEEDS. NOTWITHSTANDING THAT, BY THE TERMS OF THE
MORTGAGES, 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, CREDIT
PARTIES MAY CONTINUE TO RECEIVE FROM THE PURCHASERS OF PRODUCTION ALL SUCH
PRODUCTION PROCEEDS, SUBJECT, HOWEVER, TO THE LIENS CREATED UNDER THE MORTGAGES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, ADMINISTRATIVE AGENT MAY EXERCISE
ALL RIGHTS AND REMEDIES GRANTED UNDER THE MORTGAGES, INCLUDING THE RIGHT TO
OBTAIN POSSESSION OF ALL PRODUCTION PROCEEDS THEN HELD BY CREDIT PARTIES OR TO
RECEIVE DIRECTLY FROM THE PURCHASERS OF PRODUCTION ALL OTHER PRODUCTION
PROCEEDS. IN NO CASE SHALL ANY FAILURE, WHETHER 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 SECURITY DOCUMENTS, NOR SHALL ANY RELEASE OF ANY PRODUCTION PROCEEDS
BY ADMINISTRATIVE AGENT OR LENDERS TO 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.
(G)
TITLE INFORMATION. PROMPTLY UPON REQUEST OF ADMINISTRATIVE AGENT,
BORROWER WILL DELIVER TITLE INFORMATION IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO ADMINISTRATIVE AGENT COVERING ENOUGH OF THE OIL AND GAS PROPERTIES
EVALUATED IN THE MOST RECENTLY DELIVERED RESERVE REPORT, SO THAT ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED, TOGETHER WITH TITLE INFORMATION PREVIOUSLY DELIVERED
TO ADMINISTRATIVE AGENT IN CONNECTION WITH PREVIOUS RESERVE REPORTS OR
OTHERWISE, TITLE INFORMATION EVIDENCING THE CREDIT PARTIES HAVE DEFEASIBLE TITLE
ON AT LEAST 70% OF THE TOTAL PV-10 VALUE OF PROVED RESERVES ATTRIBUTABLE TO THE
OIL AND GAS PROPERTIES EVALUATED BY SUCH RESERVE REPORT. IF BORROWER HAS
PROVIDED TITLE INFORMATION FOR OIL AND GAS PROPERTIES UNDER THE PRECEDING
SENTENCE, BORROWER SHALL, WITHIN 60 DAYS OF NOTICE FROM ADMINISTRATIVE AGENT OR
REQUIRED LENDERS THAT MATERIAL TITLE DEFECTS OR EXCEPTIONS EXIST WITH RESPECT TO
SUCH