Common use of Bank Accounts; Offset Clause in Contracts

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

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

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

Bank Accounts; Offset. To secure the repayment of the Obligations Obligations, Borrower hereby grants to each Lender, Lender and LC Issuer, and each of their respective Affiliates, Issuer a security interest, a lien, and a right of offset, each of which shall be in addition to all other interests, liens, and rights of any Lender, Lender and 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, Lender or LC Issuer, or any of their respective Affiliates, Issuer 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, Lender or LC Issuer, or any of their respective Affiliates, Issuer and (c) any other credits and claims of Borrower at any time existing against any LenderLender or LC Issuer, including claims under certificates of deposit, in each case excepting (i) any accounts exclusively used for payroll, payroll taxes or employee benefits and funded in the ordinary course of business, (ii) any insurance trust accounts maintained in the ordinary course of business and holding only funds necessary to fund the accrued insurance obligations of Borrower and its Subsidiaries in respect of self-insured health insurance and workers’ compensation insurance, (iii) any escrow accounts maintained in connection with acquisitions permitted hereunder, and (iv) any other amounts held for others in trust or escrow as required by contract or applicable Law. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, Lender and LC Issuer, and each of their respective Affiliates, Issuer is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of 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 each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lienLien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender, 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. 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, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this section), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of 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 (a) The US Borrower hereby grants agrees that each Lender shall have the right to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and a right of offset, each of offset (which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer or any of their respective Affiliates, Lender at common Law, under the Loan Documents, or otherwise, and each of which shall be upon and against ) (ai) any and all moneys, securities or other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or Lender for the account of the US Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (bii) any and all deposits (general or special, time or demand, provisional or final) of the US Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (ciii) any other credits and claims balances of the US Borrower at any time existing against any Lender, including claims under certificates of deposit, and (iv) any indebtedness owed or payable by any Lender to the US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender, LC Issuer, and each of their respective Affiliates, Lender is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to Borrower except as set forth below in this sectionthe US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office affect the validity of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

Bank Accounts; Offset. To secure the repayment of the Obligations and the Rate Management Obligations, each Borrower hereby grants to each Lender, LC Issuer, the Administrative Agent and each of their respective Affiliates, Lender a security interest, a lien, and a right of setoff and offset, each of which shall will be in addition to all other interests, liens, and rights of any Lender, LC Issuer or any of their respective Affiliates, Lender at common Law, under the Loan Documents, or otherwise, and each of which shall will be upon and against (a) any and all moneys, securities or and other property (and the proceeds therefrom) of such Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, Lender from or for the account of such Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and all deposits and deposit accounts (general or special, time or demand, provisional or final) of such Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of such Borrower at any time existing against any Lender, including claims under certificates of depositdeposit (excluding from the foregoing security interest grant and right of set off and offset the accounts of the accounts at BOK as specified on Schedule 7 hereto (collectively, the "Excluded Accounts"). At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, LC Issuer, and each of their respective Affiliates, Lender is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionany 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 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.. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR THE LENDERS TO EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE ADVANCES PRIOR TO EXERCISING ANY RIGHT OF SET OFF WITH RESPECT TO ANY DEPOSITS, CREDITS OR OTHER PROPERTY OF THE CREDIT PARTIES ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED

Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to 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, liensLiens, 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. 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, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the 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 Obligations, Borrower hereby grants to each Lender, Lender and LC Issuer, and each of their respective Affiliates, Issuer a security interest, a lienLien, and a right of offset, each of which shall be in addition to all other interests, liensLiens, and rights of any Lender, Lender and 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, Lender or LC Issuer, or any of their respective Affiliates, Issuer 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, Lender or LC Issuer, or any of their respective Affiliates, Issuer and (c) any other credits and claims of Borrower at any time existing against any LenderLender or LC Issuer, including claims under certificates of deposit, in each case excepting (i) any accounts exclusively used for payroll, payroll taxes or employee benefits and funded in the ordinary course of business, (ii) any insurance trust accounts maintained in the ordinary course of business and holding only funds necessary to fund the accrued insurance obligations of Borrower and its Subsidiaries in respect of self-insured health insurance and workers’ compensation insurance, (iii) any escrow accounts maintained in connection with acquisitions permitted hereunder, and (iv) any other amounts held for others in trust or escrow as required by contract or applicable Law. At any time and from time to time after the occurrence and during the continuance of any Event of Default, each Lender, Lender and LC Issuer, and each of their respective Affiliates, Issuer is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of 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 (a) The US Borrower hereby grants agrees that each Lender shall have the right to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and a right of offset, each of offset (which shall be in addition to all other interests, liens, and rights of any Lender, LC Issuer or any of their respective Affiliates, Lender 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 such Borrower now or hereafter held or received by or in transit to any Lender, LC Issuer, or any of their respective Affiliates, from or Lender for the account of the US 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 the US Borrower with any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims balances of the US Borrower at any time existing against any Lender, including claims under certificates of deposit, and (d) any indebtedness owed or payable by any Lender to the US Borrower at any time against Obligations due to it that have not been paid when due. At any time and from time to time after the occurrence of any Event of Default and during the continuance of any Event of Defaultthereof, each Lender, LC Issuer, and each of their respective Affiliates, Lender is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable to it (in either case without notice to Borrower except as set forth below in this sectionthe US Borrower), any and all items hereinabove referred to. To the extent that the US Borrower has accounts designated as royalty or joint interest owner accounts, the foregoing right of offset shall not extend to funds in such accounts which belong to, or otherwise arise from payments to the US Borrower for the account of, third party royalty or joint interest owners. Each Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such set-off and application made by such Lender; irrespective of whether or provided, however, that the failure to give such notice shall not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office affect the validity of such Lender or LC Issuer different from the branch or office holding such items. The remedies of foreclosure set-off and offset are separate and cumulative, and either may be exercised independently of the other without regard to procedures or restrictions applicable to the otherapplication.

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

Bank Accounts; Offset. To secure the repayment of the Obligations Borrower hereby grants to 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, liensLiens, 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. 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, is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this sectionBorrower), any and all items hereinabove referred to; irrespective of whether or not such Lender or LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the 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.. Mid-Con Energy Properties, LLC Credit Agreement

Bank Accounts; Offset. In this section Borrower and --------------------- Subsidiary Guarantors which are parties hereto are each called a "Grantor". To secure the repayment of the Obligations Borrower Obligations, each Grantor hereby grants to Administrative Agent and to each Lender, LC Issuer, and each of their respective Affiliates, a security interest, a lien, and Lender a right of offset, each of which shall be in addition to all other interests, liens, interests and rights of any Lender, LC Issuer Administrative Agent or any of their respective Affiliates, Lender at common Lawlaw, under the Loan Documents, or otherwise, and each of which shall be upon and against (a) any and all moneys, securities or other property (and the proceeds therefrom) of Borrower such Grantor now or hereafter held or received by or in transit to any Lender, LC Issuer, Administrative Agent or any of their respective Affiliates, Lender from or for the account of Borrowersuch Grantor, 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 Grantor with Administrative Agent or any Lender, LC Issuer, or any of their respective Affiliates, and (c) any other credits and claims of Borrower such Grantor at any time existing against Administrative Agent or any Lender, including claims under certificates of deposit. At any time and from time to time after the occurrence and during the continuance continuation of any Event of Default, each Lender, LC Issuer, of Administrative Agent and each of their respective Affiliates, Lenders is hereby authorized to foreclose upon, or to offset against the Obligations then due and payable (in either case without notice to Borrower except as set forth below in this section), such Grantor) 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 . If Administrative Agent or any Lender ever exercises such right of offset, it shall give Borrower (or the other Loan Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch or office affected Grantor) notice of such Lender offset promptly thereafter, but failure or LC Issuer different from delay in giving such notice shall in no way affect the branch validity or office holding enforceability of 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 otheroffset.