Common use of Title to Properties; Licenses Clause in Contracts

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drilling, development and production of such Proved Reserves in excess of such working interests, and (subject to the Note Documents) each Restricted Person is entitled to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interests. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s 's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests and net revenue interests of the 7.2, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the wellx xxx units evaluated in the Initial Reserve Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interestsProperties set forth in the Initial Engineering Reports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except (i) those royalties contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings and (subject ii) those royalty payments of a nominal amount for which payment is delayed in accordance with standard operating procedures that are adhered to by prudent operators in the Note Documents) Appalachian Basin (such as monthly royalties of less than $25.00 deferred to a single annual payment). Upon delivery of each Restricted Person Engineering Report furnished to Lender pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to such Engineering Reports. All information contained in the Initial Engineering Reports is entitled to receive percentage shares true and correct in all material respects as of the revenues from date thereof and as of the production date of such Proved Reserves that are at least equal to such net revenue intereststhe first Loan hereunder. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased Mineral Interests covered by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessmost recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person, free and clear of all impediments Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any Mineral Interest to which no Proved Reserves are properly attributed. Other than changes which arise pursuant to non-consent provisions of operating agreements or other agreements (if any) described in the exhibits to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Person owns the net interests in production attributable to the use xxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report, subject only to Permitted Liens, and (y) the ownership of such properties and assets does not in the aggregate in any material respect obligate such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of such working interests, properties set forth in such Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (subject to f), the Note Documents) each Restricted Person is entitled to receive percentage shares statements made in the preceding sentences of the revenues from the production of such Proved Reserves that are at least equal this section and in Section 5.8 shall be true with respect to such net revenue interestsEngineering Report. Each Restricted Person possesses all licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.[Second Lien Credit Agreement]

Title to Properties; Licenses. Each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Oil and Gas Properties covered by the most recently delivered Engineering Report (except to or in any Oil and Gas Properties disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report) and (b) good and defensible title to, or valid leasehold interests in, licenses of, or rights to use, all of the other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, in each case free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any Oil and Gas Properties to which no Proved Reserves are attributed. Except for changes that arise pursuant to non-consent provisions of operating or unit agreements or other agreements (if any) described in any Security Document: (x) each Restricted Person owns the net interests in production attributable to the wxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and (y) the ownership of such properties does not in the aggregate in any material respect obligate such Restricted Person to bear the costs and expenses relating to the drilling, development, and operations of such properties in an amount materially in excess of the working interest of such properties set forth in the most recently delivered Engineering Report that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property. Each Engineering Report at any time delivered pursuant to Section 7.2(i) 4.2 correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering ReportReport as of the date of such report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated in the aggregate in any material respect, at any time during the production life of the Oil and Gas Properties, to bear any percentage share of the costs and expenses relating to the drilling, development development, and production of such Proved Reserves materially in excess of such working interestsinterests that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property, and (subject to the Note Loan Documents) each Restricted Person is entitled entitled, at any time during the production life of the Oil and Gas Properties, to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interests. Each Restricted Person possesses all licensesUpon the delivery of each Engineering Report pursuant to Section 4.2, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described statements made in the UCCpreceding sentences of this section shall be true and correct with respect to such Engineering Report.

Title to Properties; Licenses. Each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Oil and Gas Properties covered by the most recently delivered Engineering Report (except to or in any Oil and Gas Properties disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report) and (b) good and defensible title to, or valid leasehold interests in, licenses of, or rights to use, all of the other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, in each case free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any Oil and Gas Properties to which no Proved Reserves are attributed. Except for changes that arise pursuant to non-consent provisions of operating agreements or other agreements (if any) and except for immaterial matters and except as described in the most-recently delivered Engineering Report: (x) each Restricted Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and (y) the ownership of such properties does not in the aggregate in any material respect obligate such Restricted Person to bear the costs and expenses relating to the drilling, development, and operations of such properties in an amount materially in excess of the working interest of such properties set forth in the most recently delivered Engineering Report that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property. Each Engineering Report at any time delivered pursuant to Section 7.2(i) 4.2 correctly states states, in all material respects, the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering ReportReport as of the date of such report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated obligated, at any time during the production life of the Oil and Gas Properties, to bear any percentage share of the costs and expenses relating to the drilling, development development, and production of such Proved Reserves in excess of such working interests, and (subject to the Note Loan Documents) each Restricted Person is entitled entitled, at any time during the production life of the Oil and Gas Properties, to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interests. Each Restricted Person possesses all of the licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without the violation of the rights of any other Person) that are necessary (a) to carry out its business as presently conducted and as presently proposed to be conducted hereafterhereafter and (b) to own and operate (or cause the operator to operate) its Oil and Gas Properties covered by the most recently delivered Engineering Report, except, in each case, for those licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and no other intellectual property the failure of which to possess could not reasonably be expected to cause a Material Adverse Change. No Restricted Person is in violation in any material respect of the terms under which it possesses, or possesses such intellectual property or the right to use use, any such licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and other intellectual property, except to the extent such violation could not reasonably be expected to cause a Material Adverse Change. No To the Borrower’s knowledge, each Person (including each operator of the Oil and Gas Properties) has all of the necessary permits, licenses, consents, and approvals and is in compliance in all respects with the terms and conditions of all such permits, licenses, consents, and approvals, as well as with all other underlying contracts, documents, and agreements (including the operating agreement between any Restricted Person has granted control over and any Deposit Accounts operator of its Oil and Gas Properties), except to any Personthe extent the failure to do so could not reasonably be expected to cause a Material Adverse Change. Upon the delivery of each Engineering Report pursuant to Section 4.2, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described statements made in the UCCpreceding sentences of this section shall be true and correct, in all material respects, with respect to such Engineering Report.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased Mineral Interests covered by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessmost recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any Mineral Interest to which no Proved Reserves are properly attributed. Other than changes which arise pursuant to non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and of all impediments to (y) the use ownership of such properties and assets does not in the aggregate in any material respect obligate such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of such working interests, properties set forth in such Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (subject to e), the Note Documents) each Restricted Person is entitled to receive percentage shares statements made in the preceding sentences of the revenues from the production of such Proved Reserves that are at least equal this section and in Section 5.8 shall be true with respect to such net revenue interestsEngineering Report. Each Except where the failure to do so could not reasonably be expected to have a Material Adverse Change, each Restricted Person possesses all licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of its Mineral Interests covered by the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessmost recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Property owned or leased by such Restricted Person, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any Mineral Interest to which no Proved Reserves are properly attributed. Other than changes which arise pursuant to non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Senior Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and of all impediments to (y) the use ownership of such properties and assets does not in the aggregate in any material respect obligate such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of such working interests, properties set forth in such Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Section 6.2(d) and (subject to e), the Note Documents) each Restricted Person is entitled to receive percentage shares statements made in the preceding sentences of the revenues from the production of such Proved Reserves that are at least equal this section and in Section 5.8 shall be true with respect to such net revenue interestsEngineering Report. Each Restricted Person possesses all licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Proved Reserves that are Initial Engineering Report. Upon delivery of each Engineering Report furnished to the subject Lenders pursuant Mid-Con Energy Properties, LLC Credit Agreement to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. Except for obligations After giving full effect to contribute a proportionate share all Permitted Liens, the ownership of such properties does not in the costs of defaulting co-owners, no aggregate in any material respect obligate Borrower or any other Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of Borrower in such working interestsproperties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, and (subject except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Note Documents) each Restricted Person is entitled to receive percentage shares Oil and Gas Properties covered by such Engineering Reports as of the revenues from the production of date such Proved Reserves that reports are at least equal delivered to such net revenue interestsAdministrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over , except for any Deposit Accounts to any Personsuch violation that, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described individually or in the UCCaggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests and net revenue interests of the 7.2, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interests, and (subject to Properties set forth in the Note Documents) each Initial Engineering Reports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is entitled to receive percentage shares operator, except those contested in accordance with the terms of the revenues from applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to Lender pursuant to Section 6.2, the production statements made in the preceding sentences of such Proved Reserves that are at least equal this Section 5.18 shall be true with respect to such net revenue interestsEngineering Reports. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Proved Reserves that are Initial Engineering Report. Upon delivery of each Engineering Report furnished to the subject Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. Except for obligations After giving full effect to contribute a proportionate share all Permitted Liens, the ownership of such properties does not in the costs of defaulting co-owners, no aggregate in any material respect obligate Borrower or any other Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of Borrower in such working interestsproperties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, and (subject except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Note Documents) each Restricted Person is entitled to receive percentage shares Oil and Gas Properties covered by such Engineering Reports as of the revenues from the production of date such Proved Reserves that reports are at least equal delivered to such net revenue interestsAdministrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual Mid-Con Energy Properties, LLC Credit Agreement property or the right to use such intellectual property. No Restricted Person has granted control over , except for any Deposit Accounts to any Personsuch violation that, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described individually or in the UCCaggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all material impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests 7.2 and net revenue interests of the other Dispositions permitted by Section 7.6, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interestsProperties set forth in the Initial Engineering Reports, and (subject to except as a result of the Note Documents) each acquisition of a proportionate net revenue interest. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is entitled to receive percentage shares operator, except those contested in accordance with the terms of the revenues from applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to Lender pursuant to Section 6.2, the production statements made in the preceding sentences of such Proved Reserves that are at least equal this Section 5.18 shall be true with respect to such net revenue interestsEngineering Reports. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No As of the date hereof, no Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s 's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests and net revenue interests of the 7.02, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the wellx xxx units evaluated in the Initial Reserve Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interestsProperties set forth in the Initial Engineering Reports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.02(f) and (subject g), the statements made in the preceding sentences of this Section 5.15 shall be true with respect to such Engineering Reports. All information contained in the Note Documents) each Restricted Person Initial Engineering Reports is entitled to receive percentage shares true and correct in all material respects as of the revenues from date thereof and as of the production date of such Proved Reserves that are at least equal to such net revenue intereststhe first Loan hereunder. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person Except as disclosed on the Disclosure Schedule, each Loan Party and each of its respective Subsidiaries has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person Loan Party or Subsidiary and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all material impediments to the use of such properties and assets in such Restricted PersonLoan Party’s or Subsidiary’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests 7.2 and net revenue interests other Dispositions permitted by Section 7.6, each Loan Party and each of the Restricted Persons its respective Subsidiaries owns in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties does not in the costs of defaulting co-owners, no Restricted Person is obligated aggregate in any material respect obligate such Loan Party or Subsidiary to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interestsProperties set forth in the Initial Engineering Reports, and (subject to the Note Documents) each Restricted Person is entitled to receive percentage shares except as a result of the revenues from acquisition of a proportionate net revenue interest. Each Loan Party and each of its respective Subsidiaries have paid all royalties payable under the production oil and gas leases to which it is operator, except those contested in accordance with the terms of such Proved Reserves that the applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. To the extent the representations and warranties set forth in this Section 5.18 are at least equal made after the date hereof, upon delivery of each Engineering Report furnished to Lenders pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.18 shall be true with respect to such net revenue interestsEngineering Reports. Each Restricted Person possesses Loan Party and all of its respective Subsidiaries possess all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its their business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person Loan Party or any of its respective Subsidiaries is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person Loan Party nor any of its respective Subsidiaries has granted control over any Deposit Accounts to any Person, other than Administrative Agent, the Second Lien Agent (subject to the Intercreditor Agreement) and the bank with which any Deposit Account is maintained. No Restricted Person As of the date hereof, no Loan Party nor any of its respective Subsidiaries has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Proved Reserves that are Initial Engineering Report. Upon delivery of each Engineering Report furnished to the subject Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. Except for obligations After giving full effect to contribute a proportionate share all Permitted Liens, the ownership of such properties does not in the costs of defaulting co-owners, no aggregate in any material respect obligate Borrower or any other Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of Borrower in such working interestsproperties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, and (subject except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Note Documents) each Restricted Person is entitled to receive percentage shares Oil and Gas Properties covered by such Engineering Reports as of the revenues from the production of date such Proved Reserves that reports are at least equal delivered to such net revenue interestsAdministrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over , except for any Deposit Accounts to any Personsuch violation that, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described individually or in the UCCaggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person Credit Party has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person Credit Party and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s Credit Party's business. Each The ORRI will be conveyed to each Royalty Owner by Company, free and clear of any Lien other than the Permitted Liens. Upon delivery of each Engineering Report at any time delivered furnished to the Holders pursuant to Section Sections 7.2(i) correctly states ), the working interests and net revenue interests of the Restricted Persons statements made in the Proved Reserves that are the subject preceding sentences of this section and in Section 5.8 shall be true with respect to such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs Report and expenses relating to the drilling, development and production of such Proved Reserves in excess of such working interests, and (subject to the Note Documents) each Restricted Person is entitled to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interestsCredit Party with properties listed therein. Each Restricted Person Credit Party possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary and sufficient to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person Credit Party is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person Credit Party has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person Credit Party has any “"securities accounts” " as defined and described in the UCC. Schedule 5.18 lists substantially and in all material respects (a) each interest in Real Property owned by any Company as of the date hereof and describes the type of interest therein held by such Company, (b) each Real Property leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Company, whether such lease or sublease is a Mining Lease or Prep Plant Lease, and (c) lists all locations at which any Company has any Collateral on consignment and the name and contact information of each consignee.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s 's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Other than Liens permitted under Section 7.2(i) correctly states the working interests and net revenue interests of the 7.2, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the wellx xxx units evaluated in the Initial Engineering Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interestsProperties set forth in the Initial Engineering Reports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, and (subject except those contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to the Note Documents) each Restricted Person Lenders pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to such Engineering Reports. All information contained in the Initial Engineering Reports is entitled to receive percentage shares true and correct in all material respects as of the revenues from date thereof and as of the production date of such Proved Reserves that are at least equal to such net revenue intereststhe first Loan hereunder. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased Mineral Interests covered by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessmost recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any Mineral Interest to which no Proved Reserves are properly attributed. Other than changes which arise pursuant to non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Person owns the net interests in production attributable to the wxxxx and units of such Restricted Person evaluated in the most recently delivered Engineering Report subject to Permitted Liens and of all impediments to (y) the use ownership of such properties and assets does not in the aggregate in any material respect obligate such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of such working interests, properties set forth in such Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (subject to f), the Note Documents) each Restricted Person is entitled to receive percentage shares statements made in the preceding sentences of the revenues from the production of such Proved Reserves that are at least equal this section and in Section 5.8 shall be true with respect to such net revenue interestsEngineering Report. Each Restricted Person possesses all licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens and of Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Proved Reserves that are Initial Engineering Report. Upon delivery of each Engineering Report furnished to the subject Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. Except for obligations After giving full effect to contribute a proportionate share all Permitted Liens, the ownership of such properties does not in the costs of defaulting co-owners, no aggregate in any material respect obligate Borrower or any other Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves properties in an amount materially in excess of the working interest of Borrower in such working interestsproperties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, and (subject except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Note Documents) each Restricted Person is entitled to receive percentage shares Oil and Gas Properties covered by such Engineering Reports as of the revenues from the production of date such Proved Reserves that reports are at least equal delivered to such net revenue interestsAdministrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, Mid-Con Energy Properties, LLC Compiled Credit Agreement 57 and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over , except for any Deposit Accounts to any Personsuch violation that, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described individually or in the UCCaggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s 's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. Each Engineering Report at any time delivered pursuant to Section 7.2(i) correctly states the working interests and net revenue interests of the Other than Permitted Liens, each Restricted Persons Person will respectively own in the Proved Reserves that are aggregate, in all material respects, the subject net interests in production attributable to the wellx xxx units evaluated in the Initial Reserve Reports. The ownership of such Engineering Report. Except for obligations to contribute a proportionate share of Properties shall not in the costs of defaulting co-owners, no 54 aggregate in any material respect obligate such Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the drillingmaintenance, development and production operations of such Proved Reserves Properties in an amount materially in excess of the working interest of such working interests, and (subject to Properties set forth in the Note Documents) each Initial Engineering Reports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is entitled to receive percentage shares operator, except those contested in accordance with the terms of the revenues from applicable joint operating agreement or otherwise contested in good faith by appropriate proceedings. Upon delivery of each Engineering Report furnished to Lenders pursuant to Section 6.2(h), the production statements made in the preceding sentences of such Proved Reserves that are at least equal this section shall be true with respect to such net revenue interestsEngineering Reports. All information contained in the Initial Engineering Reports is true and correct in all material respects as of the date thereof and as of the date of the first Loan hereunder. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) that which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts , except where the failure to any Person, other than Administrative Agent and the bank with which any Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the UCCdo so would not cause a Material Adverse Change.