Common use of Bank Accounts; Offset Clause in Contracts

Bank Accounts; Offset. To secure the repayment of the Obligations, the Borrower hereby grants to each Lender and each of its Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person with any Lender or any of its Affiliates, and (c) any other credits and claims of any Restricted Person at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.

Bank Accounts; Offset. To secure assure the repayment of the Obligations, the Borrower each Related Person hereby grants to each Lender and each of its Affiliates, successors and assigns (in this section called an “Assignee”) a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Related Person now or hereafter held or received by or in transit to any Lender, any Lender or any of its Affiliates, Assignee from or for the account of any Restricted Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Related Person with any Lender or any of its AffiliatesAssignee, and (c) any other credits and claims of any Restricted Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit. Subject to During the terms of the Intercreditor Agreement, at any time and from time to time after the occurrence and during the continuance existence of any Event of Default, each Lender and each of its Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to any Restricted Person except as set forth below in this section)the Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations agrees, promptly upon demand, to purchase a portion of the Restricted Persons Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender different from the branch collateral ratably in proportion to their Loans. In case any such payment is distributed by legal process, or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and subject to the terms of the Intercreditor Agreement, either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.

Bank Accounts; Offset. To secure the repayment of the Obligations, the The Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons the Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the Borrower with any Lender or any of its AffiliatesLender, and (c) any other credits and claims balances of any Restricted Person the Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (d) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe Borrower), any and all items hereinabove referred to. To the extent that the Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the (a) The U.S. Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons such Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe U.S. Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the U.S. Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the U.S. Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, U.S. Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe U.S. Borrower), any and all items hereinabove referred to. To the extent that the U.S. Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the U.S. Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the Obligations Borrower hereby grants to each Lender Lender, LC Issuer, and each of its their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender Lender, LC Issuer or any of its their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Borrower now or hereafter held or received by or in transit to any Lender Lender, LC Issuer, or any of its their respective Affiliates, from or for the account of any Restricted PersonBorrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person Borrower with any Lender Lender, LC Issuer, or any of its their respective Affiliates, and (c) any other credits and claims of any Restricted Person Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender Lender, LC Issuer, and each of its their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.

Bank Accounts; Offset. To secure sure the repayment of the Obligations, the Borrower each Related Person hereby grants to each Lender and each of its Affiliates, successors and assigns (in this section called an "Assignee") a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Related Person now or hereafter held or received by or in transit to any Lender, any Lender or any of its Affiliates, Assignee from or for the account of any Restricted Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Related Person with any Lender or any of its AffiliatesAssignee, and (c) any other credits and claims of any Restricted Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit. Subject to During the terms of the Intercreditor Agreement, at any time and from time to time after the occurrence and during the continuance existence of any Event of Default, each Lender and each of its Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to any Restricted Person except as set forth below in this section)the Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations agrees, promptly upon demand, to purchase a portion of the Restricted Persons Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender different from the branch collateral ratably in proportion to their Loans. In case any such payment is distributed by legal process, or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and subject to the terms of the Intercreditor Agreement, either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.

Bank Accounts; Offset. To secure the repayment of the Obligations, the (a) The US Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons such Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe US Borrower, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the US Borrower with any Lender or any of its AffiliatesLender, and (c) any other credits and claims balances of any Restricted Person the US Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (d) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the (a) The Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons the Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe Borrower), any and all items hereinabove referred to. To the extent that the Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the Obligations Borrower hereby grants to each Lender Lender, LC Issuer, and each of its their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender Lender, LC Issuer or any of its their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Borrower now or hereafter held or received by or in transit to any Lender Lender, LC Issuer, or any of its their respective Affiliates, from or for the account of any Restricted PersonBorrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person Borrower with any Lender Lender, LC Issuer, or any of its their respective Affiliates, and (c) any other credits and claims of any Restricted Person Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender Lender, LC Issuer, and each of its their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.”

Bank Accounts; Offset. To secure the repayment of the Obligations, the (a) The U.S. Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons suchthe Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe U.S. Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the U.S. Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the U.S. Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, U.S. Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe U.S. Borrower), any and all items hereinabove referred to. To the extent that the U.S. Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the U.S. Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicablethe Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the Obligations Borrower hereby grants to each Lender Lender, LC Issuer, and each of its their respective Affiliates, a security interest, a lienLien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender Lender, LC Issuer or any of its their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Borrower now or hereafter held or received by or in transit to any Lender Lender, LC Issuer, or any of its their respective Affiliates, from or for the account of any Restricted PersonBorrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person Borrower with any Lender Lender, LC Issuer, or any of its their respective Affiliates, and (c) any other credits and claims of any Restricted Person Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender Lender, LC Issuer, and each of its their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.

Bank Accounts; Offset. To secure the repayment of the Obligations, the The Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, liens and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons the Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe Borrower), any and all items hereinabove referred to. To the extent that the Borrower has accounts designated as royalty or joint-interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the Borrower for the account of, third-party royalty or joint-interest owners. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the Obligations Borrower hereby grants to each Lender Lender, LC Issuer, and each of its their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender Lender, LC Issuer or any of its their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Borrower now or hereafter held or received by or in transit to any Lender Lender, LC Issuer, or any of its their respective Affiliates, from or for the account of any Restricted PersonBorrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person Borrower with any Lender Lender, LC Issuer, or any of its their respective Affiliates, and (c) any other credits and claims of any Restricted Person Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender Lender, LC Issuer, and each of its their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.

Bank Accounts; Offset. To secure the repayment of the Obligations and the Rate Management Obligations, the each Borrower hereby grants to the Administrative Agent and each Lender and each of its Affiliates, a security interest, a lien, and a right of setoff and offset, each of which shall will be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall will be upon and against (a) any and all moneys, securities or and other property (and the proceeds therefrom) of any Restricted Persons such Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Personsuch Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits and deposit accounts (general or special, time or demand, provisional or final) of any Restricted Person such Borrower with any Lender or any of its AffiliatesLender, and (c) any other credits and claims of any Restricted Person such Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to deposit (excluding from the terms foregoing security interest grant and right of set off and offset the accounts of the Intercreditor Agreementaccounts at BOK as specified on Schedule 7 hereto (collectively, at the "Excluded Accounts"). At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR THE LENDERS TO EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE ADVANCES PRIOR TO EXERCISING ANY RIGHT OF SET OFF WITH RESPECT TO ANY DEPOSITS, CREDITS OR OTHER PROPERTY OF THE CREDIT PARTIES ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED

Bank Accounts; Offset. To secure the repayment of the Obligations, the Obligations Borrower hereby grants to each Lender Lender, LC Issuer, and each of its their respective Affiliates, a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender Lender, LC Issuer or any of its their respective Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Borrower now or hereafter held or received by or in transit to any Lender Lender, LC Issuer, or any of its their respective Affiliates, from or for the account of any Restricted PersonBorrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person Borrower with any Lender Lender, LC Issuer, or any of its their respective Affiliates, and (c) any other credits and claims of any Restricted Person Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject to the terms of the Intercreditor Agreement, at At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender Lender, LC Issuer, and each of its their respective Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to any Restricted Person except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Restricted Persons Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the other.. Mid-Con Energy Properties, LLC Credit Agreement

Bank Accounts; Offset. To secure the repayment of the Obligations, the The Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons the Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe Borrower), any and all items hereinabove referred to. To the extent that the Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the (a) The US Borrower hereby grants to agrees that each Lender and each of its Affiliates, a security interest, a lien, and a shall have the right of offset, each of to offset (which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons such Borrower now or hereafter held or received by or in transit to any Lender or any of its Affiliates, from or for the account of any Restricted Person, whether for safekeeping, custody, pledge, transmission, collection or otherwisethe US Borrower, (bii) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Person the US Borrower with any Lender or any of its AffiliatesLender, and (ciii) any other credits and claims balances of any Restricted Person the US Borrower at any time existing against any Lender, including claims under certificates of deposit. Subject , and (iv) any indebtedness owed or payable by any Lender to the terms of the Intercreditor Agreement, US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender and each of its Affiliates, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to any Restricted Person except as set forth below in this sectionthe US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of affect the Restricted Persons may be contingent or unmatured or are owed to a branch or office validity of such Lender different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and subject to the terms of the Intercreditor Agreement, either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations, the Borrower each Related Person hereby grants to each Lender and each of its Affiliates, successors and assigns (in this section called an “Assignee”) a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender or any of its Affiliates, Assignee at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of any Restricted Persons Related Person now or hereafter held or received by or in transit to any Lender, any Lender or any of its Affiliates, Assignee from or for the account of any Restricted Related Person, whether for safekeeping, custody, custody pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of any Restricted Related Person with any Lender or any of its AffiliatesAssignee, and (c) any other credits and claims of any Restricted Related Person at any time existing against any LenderLender or any Assignee, including claims under certificates of deposit, excluding, however, any collateral clearly identified and held by Agent in its capacity as collateral agent under a Permitted Warehouse Debt facility. Subject to During the terms of the Intercreditor Agreement, at any time and from time to time after the occurrence and during the continuance existence of any Event of Default, each Lender and each of its Affiliates, Assignee is hereby authorized to foreclose upon, or offset, appropriate, and apply, at any time and from time to offset against the Obligations then due and payable (in either case time, without notice to any Restricted Person except as set forth below in this section)Borrower, any and all items hereinabove referred to; irrespective of to against the Obligations then due and payable. If any Lender, whether by setoff or not otherwise, has payment made to it upon its Loans in a greater proportion than that received by any other Lender, such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations agrees, promptly upon demand, to purchase a portion of the Restricted Persons Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be contingent or unmatured or are owed subject to a branch or office setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such Lender different from the branch collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or office holding such items. The remedies of foreclosure and offset are separate and cumulativeotherwise, and subject to the terms of the Intercreditor Agreement, either may appropriate further adjustments shall be exercised independently of the other without regard to procedures or restrictions applicable to the othermade.