Common use of Bank Accounts; Offset Clause in Contracts

Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to Mid-Con Energy Properties, LLC Compiled Credit Agreement 68 each Lender, LC Issuer, and each of 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, LC Issuer or any of 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 Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. Additionally, within thirty (30) days after the Seventh Amendment Effective Date, Borrower will cause each bank or other financial institution (other than a Lender) holding any deposits (general or special, time or demand, provisional or final) of Borrower or any of its Subsidiaries to enter into a control agreement in favor of the Administrative Agent, in form and substance acceptable to the Administrative Agent. If any such bank refuses or declines to enter into a control agreement satisfactory in form and substance to the Administrative Agent, the Administrative Agent shall so notify the Borrower whereupon the Borrower will promptly cease banking with such bank or other financial institution and move its deposit accounts to a bank or financial institution that will enter into a control agreement satisfactory in form and substance to the Administrative Agent. The Borrower will hold the proceeds of all Loans in a deposit account and/or securities account maintained with the Administrative Agent or that is subject to a control agreement in form and substance satisfactory to the Administrative Agent establishing the Administrative Agent’s Control (as defined in the UCC) over such account until such proceeds are transferred to a third‑party pursuant to a transaction not prohibited under the terms of the Loan Documents. At any time and from time to time after the occurrence of any Event of Default, each Lender, LC Issuer, and each of 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 Borrower), 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 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 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 Borrower Company hereby grants to Mid-Con Energy Properties, LLC Compiled Credit Agreement 68 each Lender, LC Issuer, and each of their respective Affiliates, Holder 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, LC Issuer or any of their respective Affiliates, Holder at common Law, under the Loan Note 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 Borrower such Person now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, Holder from or for the account of Borrowersuch 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 Borrower such Person with any Lender, LC Issuer, or any of their respective AffiliatesHolder, and (c) any other credits and claims of Borrower such Person at any time existing against any LenderHolder, including claims under certificates of deposit. Additionally, within thirty (30) days after the Seventh Amendment Effective Date, Borrower will cause each bank or other financial institution (other than a Lender) holding any deposits (general or special, time or demand, provisional or final) of Borrower or any of its Subsidiaries to enter into a control agreement in favor of the Administrative Agent, in form and substance acceptable to the Administrative Agent. If any such bank refuses or declines to enter into a control agreement satisfactory in form and substance to the Administrative Agent, the Administrative Agent shall so notify the Borrower whereupon the Borrower will promptly cease banking with such bank or other financial institution and move its deposit accounts to a bank or financial institution that will enter into a control agreement satisfactory in form and substance to the Administrative Agent. The Borrower will hold the proceeds of all Loans in a deposit account and/or securities account maintained with the Administrative Agent or that is subject to a control agreement in form and substance satisfactory to the Administrative Agent establishing the Administrative Agent’s Control (as defined in the UCC) over such account until such proceeds are transferred to a third‑party pursuant to a transaction not prohibited under the terms of the Loan Documents. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, Holder is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to BorrowerCompany), 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 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 either may be exercised independently of the other without regard to procedures or restrictions applicable to the other. The Company shall maintain the Collateral Account as its primary operating account and Company and its Subsidiaries shall not have any other bank accounts, deposit accounts, investment accounts or other similar accounts unless the Administrative Agent shall have a first priority, perfected security interest in such accounts on terms reasonably acceptable to the Administrative Agent; PROVIDED that, the Company shall be permitted to keep its existing bank accounts described in Section 7.16 of the Disclosure Schedule to remain open for the three-month period following the Closing Date even though the Administrative Agent shall not have a first priority, perfected Lien in such accounts so long as the Company shall, during such period, cause all amounts contained in such accounts to be wire transferred on a daily basis to the Collateral Account (it being understood, however, that at the end of such three-month period such existing accounts shall either be closed or the Administrative Agent shall have obtained a first priority, perfected Lien in such accounts).

Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to Mid-Con Energy Properties, LLC Compiled Credit Agreement 68 each Lender, LC Issuer, and each of 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, LC Issuer or any of 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 Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. Additionally, within thirty (30) days after the Seventh Amendment Effective Date, Borrower will cause each bank or other financial institution (other than a Lender) holding any deposits (general or special, time or demand, provisional or final) of Borrower or any of its Subsidiaries to enter into a control agreement in favor of the Administrative Agent, in form and substance acceptable to the Administrative Agent. If any such bank refuses or declines to enter into a control agreement satisfactory in form and substance to the Administrative Agent, the Administrative Agent shall so notify the Borrower whereupon the Borrower will promptly cease banking with such bank or other financial institution and move its deposit accounts to a bank or financial institution that will enter into a control agreement satisfactory in form and substance to the Administrative Agent. The Borrower will hold the proceeds of all Loans in a deposit account and/or securities account maintained with the Administrative Agent or that is subject to a control agreement in form and substance satisfactory to the Administrative Agent establishing the Administrative Agent’s Control (as defined in the UCC) over such account until such proceeds are transferred to a third‑party pursuant to a transaction not prohibited under the terms of the Loan Documents. At any time and from time to time after the occurrence of any Event of Default, each Lender, LC Issuer, and each of 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 Borrower), 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 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 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 Borrower hereby grants to Mid-Con Energy Properties, LLC Compiled Credit Agreement 68 each Lender, LC Issuer, and each of 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, LC Issuer or any of 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 Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower at any time existing against any Lender, including claims under certificates of deposit. Additionally, within thirty (30) days after the Seventh Amendment Effective Date, Borrower will cause each bank or other financial institution (other than a Lender) holding any deposits (general or special, time or demand, provisional or final) of Borrower or any of its Subsidiaries to enter into a control agreement in favor of the Administrative Agent, in form and substance acceptable to the Administrative Agent. If any such bank refuses or declines to enter into a control agreement satisfactory in form and substance to the Administrative Agent, the Administrative Agent shall so notify the Borrower whereupon the Borrower will promptly cease banking with such bank or other financial institution and move its deposit accounts to a bank or financial institution that will enter into a control agreement satisfactory in form and substance to the Administrative Agent. The Borrower will hold the proceeds of all Loans in a deposit account and/or securities account maintained with the Administrative Agent or that is subject to a control agreement in form and substance satisfactory to the Administrative Agent establishing the Administrative Agent’s Control (as defined in the UCC) over such account until such proceeds are transferred to a third‑party pursuant to a transaction not prohibited under the terms of the Loan Documents. At any time and from time to time after the occurrence of any Event of Default, each Lender, LC Issuer, and each of 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 Borrower), 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 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 either may be exercised independently of the other without regard to procedures or restrictions applicable to the other. Production Proceeds. Notwithstanding that, by the terms of the various Security Documents, 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, 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 of an Event of Default, Administrative Agent and Lenders may exercise all rights and remedies granted under the Security Documents, including the right to obtain possession of all Production Proceeds then held by Restricted Persons or to receive directly from Mid-Con Energy Properties, LLC Compiled Credit Agreement 63 the purchasers of production all other Production Proceeds. In no case shall any failure, whether 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 Security Documents, nor shall any release of any Production Proceeds by Administrative Agent or Lenders to 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. Mortgaged Property Covenants.