Common use of Sale of Production Clause in Contracts

Sale of Production. No Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, and to the best knowledge of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in Section 7.21 of the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 30 days, and in the case of gas, not in excess of 90 60 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice notice, other than as consented to by the Administrative Agent, and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on the best terms available with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Except as set forth in the Disclosure Schedule, no Restricted Person, nor nor, to the knowledge of any Restricted Person after due inquiry, any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons Hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any “take or pay” or other similar arrangement (A) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (B) as a result of which production from any Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Restricted Person, or, to the best knowledge of any Restricted Person after due inquiry, any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (1) whether such Restricted Persons, on a net basis there are no gas imbalances, take Person is overproduced or pay underproduced and (2) the volumes (in cubic feet or other prepayments that would require British thermal units) of such overproduction or underproduction and the Restricted Persons to deliver, effective date of such information. Except as set forth in the aggregateDisclosure Schedule, no Oil and Gas Property is subject to a gas balancing arrangement under which one fourth of one percent (0.25%) or more third parties has a right to take a portion of their aggregate Proved Reserves at some future time the production attributable to such Oil and Gas Property without then payment (or thereafter receiving without full payment thereforpayment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of BorrowerRestricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to ------------------ any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., for wells in pay status, in the case of oil, not in excess of 60 days, and xxx in the case of gas, not in excess of 90 days, and for wells not in pay status, the time period provided by statute) or (iixx) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit A (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: where they relate), (i1) except for the contracts and Mortgaged Properties associated therewith as set forth on Schedule 2.1 (c)A, no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s length transactions made transactions, and except for contractual and other arrangements with Four Winds Marketing, LLC, will be with third parties not affiliated with Restricted PersonsMortgagor, and shall, with respect to all contracts and other arrangements be at the best price (and on the best terms) then available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Mortgaged Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit A as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. To the best of Mortgagor's knowledge, the gas imbalances set forth in Schedule 7.19 of the Credit Agreement reflects the gas balancing position of the Mortgaged Properties as of January 27, 2003. Except as set forth otherwise disclosed to Agent in writing, as of December 31, 2001, there is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to such date, taken more ("overproduced"), or less ("underproduced"), gas from the Disclosure Schedulelands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take which has resulted, and on such date, in Mortgagor being materially overproduced or materially underproduced with respect to such Mortgaged Property. Mortgagor will not after the best knowledge date hereof become "overproduced" (as above defined) with respect to any well on the Mortgaged Properties (or on any unit in which the Mortgaged Properties participate), in an amount in excess of Mortgagor's share of gas produced from such well during the preceding four calendar months. No Mortgaged Property is or will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Mortgaged Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s Mortgagor's knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Loan Party other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on the best terms available with third parties not affiliated with Restricted PersonsLoan Parties. Each Restricted Person Loan Party is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person Loan Party is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted PersonExcept as set forth in the Disclosure Schedule, no Loan Party, nor any Restricted PersonLoan Party’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Loan Party, or any Loan Party’s predecessors in title, has, prior to the best knowledge date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Loan Party is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of BorrowerLoan Party’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Loan Party other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s 's length transactions made on the best terms available with third parties not affiliated with Restricted PersonsLoan Parties. Each Restricted Person Loan Party is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person Loan Party is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonExcept as set forth in the Disclosure Schedule, no Loan Party, nor any Restricted Person’s Loan Party's predecessors in title, has received prepayments (including payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Loan Party, or any Loan Party's predecessors in title, has, prior to the best knowledge date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Loan Party is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s Loan Party's knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in Section 4.19 of the Disclosure Schedule, no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on in Section 4.19 of the Disclosure Schedule in connection with Schedule, the Oil and Gas Properties most recently delivered Engineering Report to which such contract or agreement relates: relates or as otherwise disclosed in a certificate by the Financial Officer of the Borrower delivered to the Administrative Agent and the Lenders pursuant to this Section 4.19 (each a “Disclosure Certificate”): (i) no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled cancelled by such Restricted Person on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable commercial terms available with third parties not affiliated with the Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by the most recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on in Section 4.19 of the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property covered by the most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. No Except as set forth in Section 4.19 of the Disclosure Schedule or a Disclosure Certificate, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties covered by the most recently delivered Engineering Report after the date hereof. Except as set forth in Section 4.19 of the Disclosure ScheduleSchedule or a Disclosure Certificate, no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any Oil and Gas Property covered by the most recently delivered Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 4.19 of the Disclosure Schedule or a Disclosure Certificate, there is no Oil and Gas Property covered by the most recently delivered Engineering Report with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the best knowledge date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recently delivered Engineering Report would entitle it to take; and Section 4.19 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted PersonsPerson is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information unless otherwise specified in a Disclosure Certificate. Except as set forth in Section 4.19 of the Disclosure Schedule or a Disclosure Certificate, on no Oil and Gas Property covered by the most recently delivered Engineering Report is subject to a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, balancing arrangement under which one fourth of one percent (0.25%) or more third parties may take a portion of their aggregate Proved Reserves at some future time the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without then payment (or thereafter receiving without full payment thereforpayment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property covered by the most recently delivered Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Borrowereach Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to ------------------ any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., for wells in pay status, in the case of oil, not in excess of 60 days, and xxx in the case of gas, not in excess of 90 days, and for wells not in pay status, the time period provided by statute) or (iixx) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit A (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: where they relate), (i) except as otherwise disclosed to Agent in writing, no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which (except for contracts with a term of 270 days or less) cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s length transactions made transactions, and will be with third parties not affiliated with Restricted PersonsMortgagor, and shall, with respect to all contracts and other arrangements be at the best price (and on the best terms) then available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Mortgaged Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit A as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. To the best of Mortgagor's knowledge, the gas imbalances set forth in Schedule 7.19 of the Credit Agreement reflects the gas balancing position of the Mortgaged Properties as of January 27, 2003. Except as set forth otherwise disclosed to Agent in writing, as of December 31, 2002, there is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to such date, taken more ("overproduced"), or less ("underproduced"), gas from the Disclosure Schedulelands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take which has resulted, and on such date, in Mortgagor being materially overproduced or materially underproduced with respect to the best knowledge such Mortgaged Property in violation of Section 9.18 of the Restricted Persons, Credit Agreement. Mortgagor will not after the date hereof become "overproduced" (as above defined) with respect to any well on a net basis there are no gas imbalances, take the Mortgaged Properties (or pay or other prepayments that would require on any unit in which the Restricted Persons to deliverMortgaged Properties participate), in the aggregate, one fourth violation of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.Section 9.18

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., for xxxxx in pay status, in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days, and for xxxxx not in pay status, the time period provided by statute) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit A (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: where they relate), and except as otherwise disclosed to the Agent in writing, (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s length transactions made transactions, and except for contractual and other arrangements with Four Winds Marketing, LLC, will be with third parties not affiliated with Restricted PersonsMortgagor, and shall, with respect to all contracts and other arrangements be at the best price (and on the best terms) then available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Mortgaged Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit A as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. To the best of Mortgagor’s knowledge, the gas imbalances set forth in Schedule 7.19 of the Credit Agreement reflects the net gas balancing position of the Mortgaged Properties as of the Effective Date (as such term is defined in the Credit Agreement). Except as set forth otherwise disclosed to Agent in writing, as of December 31, 2008, there is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to such date, taken more (“overproduced”), or less (“underproduced”), gas from the Disclosure Schedulelands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take which has resulted, and on such date, in Mortgagor being materially overproduced or materially underproduced with respect to such Mortgaged Property. Mortgagor will not after the date hereof become “overproduced” (as above defined) with respect to any well on the Mortgaged Properties (or on any unit in which the Mortgaged Properties participate), in an amount in excess of Mortgagor’s Houston 3941837v.4 share of gas produced from such well during the preceding four calendar months. No Mortgaged Property is or will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to the best knowledge Mortgaged Property without payment (or without full payment) therefor as a result of the Restricted Personsproduction having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of BorrowerMortgagor’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Mid-Con Energy Properties, LLC Compiled Credit Agreement Properties after the date hereof. Except as set forth in the Disclosure Schedule, and to the best knowledge of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Mortgaged Property is will become subject to any contractual or other arrangement (i) whereby payment for production Production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for currently existing production sales contracts, processing agreements or transportation agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s 's length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a Mortgagor and shall be at the best price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed best terms) available (such price shall, in accordance with the terms case of Production sales which are subject to price controls, be determined giving consideration to such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacityfact). No Restricted Person, nor any Restricted Person’s predecessors in title, Mortgagor has not received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof. Except as set forth in the Disclosure Schedule, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the best knowledge production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefore as a result of payments made, or other actions taken, with respect to other properties. Mortgagor will not after the date hereof become "overproduced" (as above defined) with respect to any well on the Mortgaged Properties (or on any unit in which the Mortgaged Properties participate), in an amount in excess of Mortgagor's share of gas produced from such well during the preceding four calendar months. No Mortgaged Property will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons production attributable to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time such Mortgaged Property without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposedtherefore.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are listed on Production) entered into in the Disclosure Schedule ordinary course of business and consistent with Mortgagor's past practices (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: (i) they relate), no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made with third parties not affiliated with Restricted Personsnotice. Each Restricted Person Mortgagor is presently receiving a price for all production Production from (or attributable to) each Oil and Gas Mortgaged Property covered by a any applicable production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person and, to the best of Mortgagor's knowledge, is not having deliveries of production Production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereofhereof as to which there are recoupment rights outstanding, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which Production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefore as a result of payments made, or other actions taken, with respect to other properties. Except as set forth for immaterial overproduction that occurs in the Disclosure Schedulecourse of routine operations where no party is affirmatively taking more than its share of gas, and there is no Mortgaged Property with respect to which Mortgagor, or (to the best knowledge of Mortgagor's knowledge) its predecessors in title, has, prior to the date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take. Mortgagor will not (except for immaterial over-production that occurs in the course of routine operations where no party is affirmatively taking more than its share of gas) become "overproduced" (as above defined) with respect to any well on the Mortgaged Properties (or on any unit in which the Mortgaged Properties participate). No Mortgaged Property is or will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted PersonsProduction attributable to such Mortgaged Property without payment (or without full payment) therefore as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s Mortgagor's knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Property is subject to any contractual or other arrangement (i) Mid-Con Energy Properties, LLC Compiled Credit Agreement 58 whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, and to the best knowledge of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 180 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on the best terms available with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Except as set forth in the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the best knowledge date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of BorrowerRestricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to any contractual or other arrangement (i) whereby which permits payment for production is or can to be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice without a customary 33 CREDIT AGREEMENT breakage fee and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) from any Oil and Gas Property to which any Restricted Person is a party or, to Borrower’s knowledge otherwise, are bona fide arm’s length transactions made on the best terms available with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by that is subject to a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Except as set forth in the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as in Section 5.29 of the Disclosure Schedule, there is no Oil and Gas Property with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property would entitle it to take; and Section 5.29 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the effective date of such information. Except as set forth in the Disclosure Schedule, no Oil and Gas Property is subject to the best knowledge a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of BorrowerRestricted Person’s knowledge, no facts exist which might cause the same to be imposed. As used in this Section, “Oil and Gas Properties” means Oil and Gas Properties to which Proved Reserves of the Restricted Persons in Texas are properly attributed.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit A (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: where they relate), (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s 's length transactions made with third parties not affiliated with Restricted PersonsMortgagor and shall be at the best price (and on the best terms) available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Mortgaged Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit A as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof. Except as set forth in the Disclosure Schedule, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. There is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to the best knowledge of date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the Restricted Persons, lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take. Mortgagor will not after the date hereof become "overproduced" (as above defined) with respect to any well on a net basis there are no gas imbalances, take the Mortgaged Properties (or pay or other prepayments that would require on any unit in which the Restricted Persons to deliverMortgaged Properties participate), in the aggregate, one fourth an amount in excess of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.Mortgagor's

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production Production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: Production), (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled cancelled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s 's length transactions made with third parties not affiliated with Restricted PersonsMortgagor and shall be at the best price (and on the best terms) available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Property Production covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit A as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Property Production curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. Except No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as set forth a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. There is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to the date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take plus or minus five percent (5%) in the Disclosure Schedule, and aggregate with respect to the best knowledge all Mortgaged Properties. No Mortgaged Property is or will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Mortgaged Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s Mxxxxxxxx's knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Property is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed on the Disclosure Schedule in connection with the Oil and Gas Properties to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) which cannot be canceled on 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil Mid-Con Energy Properties, LLC Credit Agreement and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties after the date hereof. Except as set forth in the Disclosure Schedule, and to the best knowledge of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit "A" (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: where they relate), (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled on 120 days’ ' (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s 's length transactions made with third parties not affiliated with Restricted PersonsMortgagor and shall be at the best price (and on the best terms) available (such price shall, in the case of Production sales which are subject to price controls, be determined giving consideration to such fact). Each Restricted Person Mortgagor is presently receiving a price for all production from (or attributable to) each Oil and Gas Mortgaged Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is Exhibit "A" as computed in accordance with the terms of such contract, and no Restricted Person is not having deliveries of production from such Oil and Gas Mortgaged Property curtailed substantially below such property’s 's delivery capacity. No Restricted PersonNeither Mortgagor, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof. Except as set forth in the Disclosure Schedule, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. There is no Mortgaged Property with respect to which Mortgagor, or its predecessors in title, has, prior to the best knowledge date hereof, taken more ("overproduced"), or less ("underproduced"), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Mortgaged Property would entitle it to take. Mortgagor will not after the date hereof become "overproduced" (as above defined) with respect to any well on the Mortgaged Properties (or on any unit in which the Mortgaged Properties participate), in an amount in excess of Mortgagor's share of gas produced from such well during the preceding four calendar months. No Mortgaged Property is or will become subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Personsproduction attributable to such Mortgaged Property without payment (or without full payment) therefor as a result of production having been taken from, on or as a net basis there are no gas imbalancesresult of other actions or inactions with respect to, take or pay or other prepayments that would require the Restricted Persons to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment thereforproperties. No Oil and Gas Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s Mortgagor's knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. No Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (i.e., in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Mortgagor other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, agreements or transportation agreements and (or other agreements relating to the marketing of production that are Production) listed on the Disclosure Schedule Exhibit A (in connection with the Oil and Gas Mortgaged Properties to which such contract or agreement relates: they relate), (i) no Oil and Gas Mortgaged Property is or will become subject to any contractual or other arrangement for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) which cannot be canceled on 120 days’ (or less) notice for a term longer than one year and (ii) all contractual or other arrangements for the sale, processing or transportation of production Production (or otherwise related to the marketing of productionProduction) are shall be bona fide arm’s 's length transactions made with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a Mortgagor and shall be at the best price for all production from (or attributable to) each Oil and Gas Property covered by a production sales contract or marketing contract listed on the Disclosure Schedule that is computed best terms) then available (such price shall, in accordance with the terms case of Production sales which are subject to price controls, be determined giving consideration to such contractfact). Neither Mortgagor, and no Restricted Person is having deliveries nor, to the best of production from such Oil and Gas Property curtailed substantially below such property’s delivery capacity. No Restricted PersonMortgagor's knowledge, nor any Restricted Person’s of its predecessors in title, has received prepayments (including including, but not limited to, payments for gas not taken pursuant to “"take or pay” " or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas the Mortgaged Properties after the date hereof, and Mortgagor hereby covenants not to enter into any such advance or prepayment arrangements whereby it accepts consideration for oil, gas or other hydrocarbons not yet produced. Except No Mortgaged Property is or will become subject to any "take or pay" or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as set forth a result of which production from the Mortgaged Properties may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. The amount by which the volume of gas taken by Mortgagor and its predecessors in title prior to the date hereof exceeds the amount that its ownership interest in the Disclosure ScheduleMortgage Properties would entitle it to take ("overproduced") is not greater than 250,000 MCF. Mortgagor will not, and after the date hereof, become "overproduced" (as above defined) with respect to any well on the best knowledge Mortgaged Properties (or on any unit in which the Mortgaged Properties participate), in an amount in excess of Mortgagor's share of gas produced from such well during the preceding four calendar months plus ten percent (10%) of such actual production from any such well. No Mortgaged Property is, or will become, subject to a gas balancing arrangement under which one or more third parties may take a portion of the Restricted Persons, on a net basis there are no gas imbalances, take or pay or other prepayments that would require the Restricted Persons production attributable to deliver, in the aggregate, one fourth of one percent (0.25%) or more of their aggregate Proved Reserves at some future time without then or thereafter receiving full payment therefor. No Oil and Gas such Mortgaged Property is subject at the present time to any regulatory refund obligation and, to the best of Borrower’s knowledge, no facts exist which might cause the same to be imposed.without