Common use of Grant and Mortgage Clause in Contracts

Grant and Mortgage. Xxxxxxxxx, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby MORTGAGE, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases are located within the AMI Area and cover the Target Formation, including such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area (the “Retained Mineral Interests”); (b) a concurrent right, together with Xxxxxxxxx, to all assignable easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral Interests; (c) all assignable licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely to the extent they relate to the drilling, development or production of the Retained Mineral Interests (the “Permits”); but specifically excluding, however, all of Mortgagor’s rights, titles, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Xxxxx or the Excluded Assets or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded Asset, or the disposal of saltwater or other substances, produced therefrom.

Grant and Mortgage. XxxxxxxxxMortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY, TRANSFER, MORTGAGE, ASSIGN, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) ): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases are located within the AMI Area cover and cover pertain to the Target Formation, including such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area (the “Retained Mineral Interests”); (b) a concurrent right, together with Xxxxxxxxx, to all assignable easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral Interests; (c) all assignable licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely to the extent they relate to the drilling, development or production of the Retained Mineral Interests (the “Permits”)Formation; but specifically excluding, however, all of Mortgagor’s rights, titlestitle, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject LandsLands (including, but not limited to, those which are producing from, injecting into, or otherwise being operated with regard to the Target Formation) at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”) together with such corresponding rights (and only such rights) in and to the Leases pertaining to each such Well as are reasonably necessary for Mortgagor to own and operate such Well and to produce, store, treat, condition, process, compress, dehydrate, gather, transport or market Hydrocarbons produced from such Well, and dispose of saltwater or other substances produced therefrom (collectively, the “Wellbore Leasehold Rights”), ; and (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Xxxxx or the Excluded Assets or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded AssetXxxxx, or the disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee, and Mortgagee’s successor and assigns, upon the terms, provisions and conditions herein set forth.

Grant and Mortgage. XxxxxxxxxMortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY, TRANSFER, MORTGAGE, ASSIGN, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, for the benefit of Mortgagee, with mortgage covenants, and upon the statutory mortgage condition for the breach of which this Mortgage may be subject to foreclosure as provided by applicable law, all of the following described rights, titlesinterests and properties, intereststo the extent applicable and subject to the Conveyances, properties and estates of Mortgagor which are located in Xxxxxx County, Pennsylvania (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) all All of Mortgagor’s right, title, interest and estate inestate, if any, in and to and under the Subject Interests conveyed to Mortgagee or Eastern Marketing Corporation, as applicable, pursuant to the Conveyances, including those certain oil, gas or other mineral leases (the “Gas Leases”) in the Subject Lands more particularly described in on Exhibit A “A” to the Conveyances attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Additional Leases are located within the AMI Area and cover the Target Formation, including such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area Area, except the Retained Interests (the “Retained Mineral Mortgaged Interests”)) and expressly limited to such Mortgaged Interests pertaining to Gas in, under and that may be produced, saved or sold from the Target Formation from the wellbores of the Xxxxx or the Development Xxxxx, sufficient to cause the Trust to receive a volume of Trust Gas or Assignee Gas, as applicable, calculated in accordance with the provisions of the Conveyances; (b) a concurrent rightAll rights, together with Xxxxxxxxxtitles, interests and estates now owned or hereafter acquired by Mortgagor in and to all assignable Subject Gas, including all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the “Hydrocarbons”) which may be produced and saved from or are attributable to the Mortgaged Interests, including all oil in tanks and all profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbons produced from the Mortgaged Interests, except the Retained Interests (collectively the “Mortgaged Gas”) and expressly limited to such Mortgaged Gas pertaining to Gas in, under and that may be produced, saved or sold from the Target Formation from the wellbores of the Xxxxx or the Development Xxxxx, sufficient to cause the Trust to receive a volume of Trust Gas or Assignee Gas, as applicable, calculated in accordance with the provisions of the Conveyances; (c) All easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral InterestsMortgaged Interest; (cd) all assignable All licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely Mortgagor to the extent they relate relating to the drilling, development or production Mortgaged Interests; (e) All proceeds of all of the Retained Mineral Interests (the “Permits”); but specifically excluding, however, all of Mortgagor’s rights, titlestitles and interests of Mortgagor described in the foregoing paragraphs (a) through (d) whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, payment intangibles, general intangibles, fixtures, real, personal or other assets; and (f) Any and all liens, security interests, financing statements or similar interests of Mortgagor attributable to the Mortgaged Interests or the Mortgaged Gas and proceeds of runs therefrom arising under or created by any statutory provision, judicial decision or otherwise. TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee, and interests in Mortgagee’s successor and to (i) any oilassigns, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on for the Subject Lands, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation benefit of the Xxxxx or Mortgagee, upon the Excluded Assets or the productionterms, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded Asset, or the disposal of saltwater or other substances, produced therefromprovisions and conditions herein set forth.

Grant and Mortgage. XxxxxxxxxMortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY, TRANSFER, MORTGAGE, ASSIGN, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, for the benefit of Mortgagee, with mortgage covenants, and upon the statutory mortgage condition for the breach of which this Mortgage may be subject to foreclosure as provided by applicable law, all of the following described rights, titlesinterests and properties which are located in Xxxxxx County, interests, properties and estates of Mortgagor Pennsylvania (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) all All of Mortgagor’s right, title, interest and estate in, now owned or hereafter acquired in and to and under the those certain oil, gas or other mineral leases (the “Gas Leases”) in the Subject Lands more particularly described in on Exhibit A “A” to the Conveyances attached hereto and made a part hereof Additional Leases (as defined in the “Leases”); insofar as and only insofar as such Leases are located Conveyances) within the AMI Area and cover the Target Formation, including such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area (the “Retained Mineral Interests”); (b) a concurrent right, together with Xxxxxxxxx, to all assignable All easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral InterestsInterest; (c) all assignable All licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely Mortgagor to the extent they relate relating to the drillingRetained Mineral Interests; (d) All proceeds of all of the rights, development titles and interests of Mortgagor described in the foregoing paragraphs (a) through (c) (exclusive of rents, revenues, royalties and profits arising under the Gas Leases) whether such proceeds or production payments are goods, money, documents, instruments, chattel paper, securities, accounts, payment intangibles, general intangibles, fixtures, real, personal or other assets; and (e) Any and all liens, security interests, financing statements or similar interests of Mortgagor attributable to the Retained Mineral Interests (arising under or created by any statutory provision, judicial decision or otherwise. TO HAVE AND TO HOLD the “Permits”); but specifically excluding, however, all of Mortgagor’s rights, titlesMortgaged Properties unto Mortgagee, and interests in Mortgagee’s successor and to (i) any oilassigns, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on for the Subject Lands, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation benefit of the Xxxxx or Mortgagee, upon the Excluded Assets or the productionterms, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded Asset, or the disposal of saltwater or other substances, produced therefromprovisions and conditions herein set forth.

Grant and Mortgage. XxxxxxxxxMortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY, TRANSFER, MORTGAGE, ASSIGN, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) ): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases are located within the AMI Area cover and cover pertain to the Target Formation, including to such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area (the “Retained Mineral Interests”); (b) a concurrent right, together with Xxxxxxxxx, to all assignable easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral Interests; (c) all assignable licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely to the extent they relate to the drilling, development or production of the Retained Mineral Interests (the “Permits”)Formation; but specifically excluding, however, all of Mortgagor’s rights, titlestitle, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject LandsLands at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), ; and (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Xxxxx or the Excluded Assets or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded AssetXxxxx, or the disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee, and Mortgagee’s successor and assigns, upon the terms, provisions and conditions herein set forth.

Grant and Mortgage. XxxxxxxxxIn consideration of the moneys and credit advanced under the Loan Agreement for the benefit of Mortgagor, and in order to secure consideration of the mutual covenants contained herein, and for the purpose of securing payment and performance of the secured obligations hereinafter referred to and the performance of the obligationsSecured Obligations (as defined below), covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby MORTGAGEGRANT, WARRANT, ASSIGN, PLEDGE, HYPOTHECATE and CONFIRM TRANSFER, CONVEY AND MORTGAGE to Mortgagee, its successors with mortgage covenants (except for and assignssubject to Permitted Liens and except as otherwise herein provided) and upon the statutory mortgage condition (except for and subject to Permitted Liens and except as otherwise herein provided) for the breach of which this Mortgage is subject to foreclosure as provided by law (provided, however, that, in the event of a conflict between the provisions of this Mortgage and the statutory mortgage condition and/or statutory mortgage covenants, the following described rightsprovisions of this Mortgage will prevail), titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) all of Mortgagor’s right, titletitle and interest in and to the following real and personal properties, interest rights and estate ininterests (collectively, to the “Collateral”), whether presently owned or held or hereafter acquired: (a) All lands and under the oilreal property, gas including all leasehold interests, option rights, mineral interests, unpatented mining claims (lode and placer), unpatented millsites, tunnel sites and rights, amended claims, relocated claims, leases and subleases (howsoever named or characterized), licenses of use, exploration agreements, joint venture agreements, royalties, net profits interests, production payments, net smelter return royalties and other mineral leases real property interests (whether surface, underground, mineral, or other), as more particularly described in on Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases are located within the AMI Area and cover the Target Formation, including such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids incorporated herein by reference (collectively, “Hydrocarbons”) from the Target Formation within the AMI Area (the “Retained Mineral InterestsLands”), including any extensions or renewals thereof; (b) All buildings, structures, xxxxx, crushers, facilities, offices, shops, tanks, pipelines, replacements, furnishings, fixtures, fittings and other improvements and property of every kind and character now or hereafter located or erected on the Lands, together with all building or construction materials, equipment, appliances, machinery, plant equipment, fittings, apparati, fixtures and other articles of any kind or nature whatsoever now or hereafter found on, affixed to or attached to the Lands, including (without limitation) all motors, boilers, engines and devices for the operation of pumps, and all heating, electrical, lighting, power, plumbing, air conditioning, refrigeration and ventilation equipment (collectively, the “Improvements”); (bc) a concurrent rightAll processed and unprocessed metallic and nonmetallic ore, together with Xxxxxxxxxincluding uranium and uranium ore minerals, to and all assignable easementsother locatable minerals located in, servitudesor under all or any part of the Lands or otherwise produced therefrom (“Ore”), rightsincluding “As-ofExtracted Collateral” as defined in XXXX 0000, § 55-way, surface leases and other surface rights on and over 9-102 (a)(6) of the Subject Lands New Mexico Uniform Commercial Code (the “Surface RightsUCC”), all whether in-place, extracted, produced, processed, stored or otherwise severed (collectively, the “Minerals”), and all liens and security interests securing payment of the proceeds of the Minerals, including those liens and security interests provided for under (i) statutes enacted in the jurisdictions in which the Lands are now or hereafter usedlocated, or held for use(ii) statutes made applicable to the Lands under federal law (or some combination of federal and state law); (d) All water and water rights, xxxxx (including, without limitation, domestic, livestock and irrigation xxxxx) and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, reservoirs and reservoir rights, as well as water courses, waters, and riparian and flood rights, appurtenant to, associated with or held, used or useful in connection with the Retained Mineral Interests; (c) all assignable licensesreal property in County, permits New Mexico more particularly described on Exhibit C attached hereto and other regulatory approvals held by Xxxxxxxxxincorporated herein, solely to the extent they relate to the drillingwhether decreed or undecreed, development adjudicated or production of the Retained Mineral Interests (the “Permits”); but specifically excludingunadjudicated, howeversurface or underground, all of Mortgagor’s rightsappropriated or unappropriated, titles, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now appropriative or hereafter located on the Subject Landsotherwise, including, without limitation limitation, all rights under the New Mexico State Engineer File Numbers listed on Schedule 1 attached hereto and incorporated herein, as well as all claims to and applications for water rights and/or flood rights described with specificity on Schedule 1, and any Development Xxxxx and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights, together with and including, but not by way of limitation, all (each i) adjudicated, licensed, permitted, certificated, declared, perfected, unperfected, Xxxxxxxxxx, and other water rights and/or flood rights, and claims to and applications and permits for any such water rights and/or flood rights, that are appurtenant to or have a “Well” point of diversion and/or place of use on the aforesaid real property; (ii) applications for permits, and permits, to appropriate water from such a point of diversion and/or or to use water on the aforesaid real property; (iii) ditches and ditch rights and reservoirs and reservoir rights; (iv) shares of stock and/or other interests in any irrigation, ditch or reservoir company and any such water rights, flood rights, claims, applications, permits, ditches, ditch rights, reservoirs and/or reservoir rights; (v) xxxxx, pumps, pumping stations, casing, tubing, pipes, pipelines, irrigation equipment and facilities, livestock and game watering equipment and facilities, electric power lines, tanks, dams, weirs and other diversion works, ditches, acequias, headgates, turnouts and other equipment, facilities and property associated, used or useful in connection with any of the foregoing; (vi) rents, income, profits, proceeds, and products of and from any of the foregoing; and all (v) deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the aforesaid real property (collectively, the “XxxxxWater Rights”). (e) All rights of way, (ii) all Excluded Assets (as defined below) easements, licenses, profits, privileges, tenements, hereditaments, appurtenances, roads, trails, transportation improvements, and (iii) all personal property, fixtures and equipment in other access rights or on rights of use appertaining or acquired belonging to or used in connection with the ownership Lands, the Water Rights and/or the Improvements (collectively, the “Access Rights”); (f) All approvals, authorizations, licenses, permits, consents, variances, land use entitlements, applications, plans, bonds, filings or operation registrations by, with or from any governmental authority (federal, state or local) or other person associated with or necessary for the use or development of all or any portion of the Xxxxx Lands, Minerals, Improvements, Water Rights or Access Rights and all bonds, letters of credit and other financial accommodations that secure the Excluded Assets performance of the foregoing (collectively, the “Permits”); (g) All accounts, accounts receivable, contracts and contract rights, option and purchase rights, agreements, documents, instruments, income, receipts, revenues, earnings, rents, profits, deposits, security deposits, royalties and revenue arising from the use or enjoyment of all or any portion of the Lands, the Improvements or other Collateral, from the production, crushing, milling, treatment, storage, treatingmarketing, conditioninghedging, sale or transfer of all or any portion of the Minerals and from the use, sale, assignment, conveyance or transfer of all or any portion of any other Collateral (collectively, the “Accounts”); (h) All records, data, reports and information relating to or associated with all or any portion of the Lands, the Minerals or the Water Rights, including maps, surveys, drilling data, drill logs, core samples and core data, technical, engineering and permitting information and reports, and all geological, metallurgical, geophysical, geochemical and analytical data and reports; (i) All goods, machinery, equipment, drilling rigs and equipment, facilities, parts, supplies, power lines, tools, vehicles, rolling stock, furnishings, apparatus, inventory, fixtures and other personal property of every kind and nature, howsoever defined and whether or not attached or affixed in any manner to any building, structure or Improvement on the Lands (collectively, the “Personal Property”); (j) All goodwill, trademarks, trade names, option rights, purchase contracts, contract rights, books and records and general intangibles of the Mortgagor relating to the Lands, and all accounts, contract rights, instruments, chattel paper and other rights of the Mortgagor for payment of money for property sold or lent, for services rendered, for money lent, or for advances or deposits made, all building permits, governmental permits, licenses and authorizations related to the Lands, any other agreements now or in the future existing respecting the management and operations performed on the Lands, all amendments or modifications to any of the foregoing, and any other management agreements, leasing agreements and any maintenance and service contracts, and any other intangible property of the Mortgagor related to the Lands; (k) All contracts, if any, now in effect or hereafter entered into by the Mortgagor, for the sale, purchase, exchange, supply, handling, processing, compressingrefining, dehydrating, gathering, transporting or marketing beneficiation and/or transportation of Hydrocarbons Ore produced from the Xxxxx all or any Excluded Assetpart of the Lands or from any other lands any production from which, or profits or proceeds from such production, is attributable to any interest in the disposal Lands (the “Contracts”), including, without limitation, those Contracts described on Exhibit B attached hereto; (l) All refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, governmental subsidy payments, governmentally-registered credits (such as emissions reduction credits) and payments of saltwater any kind due from or payable by (i) any federal, state, municipal or other substancesgovernmental or quasi-governmental agency, produced therefromauthority or district (a “Governmental Agency”) or (ii) any insurance or utility company relating to any or all of the Lands; (m) All refunds, rebates, reimbursements and payments of any kind due from or payable by any Governmental Agency for any taxes, assessments, or governmental or quasi-governmental charges or levies imposed upon Mortgagor with respect to the Collateral or any part thereof; (n) All rights of the Mortgagor to plans and specifications, designs, drawings and other matters prepared for any construction or improvements in or on the Lands; and (o) All of Mortgagor’s rights, estates, powers and privileges appurtenant to any of the foregoing. TO HAVE AND TO HOLD the Collateral, together with all and singular the rights, privileges, benefits, contracts, hereditaments and appurtenances now or hereafter at any time before the foreclosure or release hereof, in any way appertaining or belonging thereto, unto Mortgagee and to its substitutes or successors, forever, upon the terms and conditions herein set forth. Mortgagor will warrant and defend title to the Collateral (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Loan Agreement) against the claims and demands of all persons claiming or to claim the same or any part thereof.

Grant and Mortgage. XxxxxxxxxMortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY, TRANSFER, MORTGAGE, ASSIGN, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assigns, the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to as the “Mortgaged Properties”): (a) ): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases are located within the AMI Area and cover the Target Formationlimited, including however, to such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) Hydrocarbons from the Target Formation within the AMI Area (the “Retained Mineral Interests”); (b) a concurrent right, together with Xxxxxxxxx, to all assignable easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (the “Surface Rights”) which are now or hereafter used, or held for use, in connection with the Retained Mineral Interests; (c) all assignable licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely to the extent they relate to the drilling, development or production of the Retained Mineral Interests (the “Permits”)Formation; but specifically excluding, however, all of Mortgagor’s rights, titlestitle, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), ; and (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Xxxxx or the Excluded Assets or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded AssetXxxxx, or the disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Mortgaged Properties unto Mortgagee, and Mortgagee’s successor and assigns, for the benefit of Mortgagee, upon the terms, provisions and conditions herein set forth.

Grant and Mortgage. Xxxxxxxxx, in (a) In order to secure the full and punctual payment and performance of all present and future Secured Liabilities, the secured obligations hereinafter referred Borrower does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to David R. Reid, Trustee, with an address as stated in Section 6.1 ("Nxxxxxx"), xxx grant to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all for the benefit of Agent (and the performance ratable benefit of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby MORTGAGE, WARRANT, PLEDGE, HYPOTHECATE and CONFIRM to Mortgagee, its successors and assignsSecured Parties), the following described rightsproperties, titles, interests, properties rights and estates of Mortgagor interests (sometimes hereinafter herein collectively referred to as called the “"Mortgaged Properties”"): (a1) The Mineral Properties, together with all of Mortgagor’s rightrents, titleissues, interest profits, products and estate proceeds, whether now or hereafter existing or arising, from or attributable to the Mineral Properties, and any Hydrocarbons in, to under and/or that may be produced therefrom. (2) Without limitation of the foregoing, the Borrower's rights in the fixtures, improvements and under other constructions now or hereafter located on the oilMineral Properties, gas including without limitation any buildings, platforms, structures, towers, rigs or other mineral leases described real property, fixtures or component parts thereof. (3) Without limitation of the foregoing, the Contracts. (4) Without limitation of the foregoing, the Equipment. The descriptions of the Mineral Properties contained in Exhibit A are amplified (but not limited) by the explanations contained in Exhibit 1 attached hereto and made a part hereof. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee and his successors and/or substitutes in this trust, and to their successors and substitutes, in trust, however, upon and subject to the terms and conditions hereof and Borrower does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND title to the Mortgaged Properties unto Trustee and Trustee's successors and assigns, forever, against every person whosoever claiming or to claim the same, or any part thereof, except for Liens expressly permitted hereunder. SUBJECT, however, to (i) the “Leases”restrictions, exceptions, reservations, conditions, limitations and other matters, if any, set forth or specified in the specific descriptions of such properties and interests in Exhibit A (including all presently existing royalties, overriding royalties, payments out of production and other burdens which are specified in Exhibit A and which are taken into consideration in computing any percentage, decimal or fractional interests set forth in Exhibit A); insofar as , and only insofar as such Leases are located within (ii) the AMI Area and cover condition that the Target Formation, including such rights Agent shall not be liable in and under any respect for the Leases as may be necessary to drill to, complete performance of any covenant or obligation of the Borrower in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from respect of the Target Formation within the AMI Area (the “Retained Mineral Interests”);Mortgaged Properties. (b) a concurrent rightIn the event that the Borrower acquires (by operation of law or otherwise) additional undivided interests in some or all of the Mineral Properties, together with Xxxxxxxxx, this Mortgage shall automatically encumber such additions or increases to all assignable easements, servitudes, rights-of-way, surface leases and other surface rights on and over the Subject Lands (Borrower's interest in the “Surface Rights”) which are now Mineral Properties without need of further act or hereafter used, or held for usedocument. Further, in connection with the Retained Mineral Interests; (c) all assignable licenses, permits and other regulatory approvals held by Xxxxxxxxx, solely to event the extent they relate to Borrower becomes the drilling, development or production owner of an interest in any part of the Retained land described either in Exhibit A or in the documents described in Exhibit A or otherwise subject to or covered by the Mineral Interests (the “Permits”); but specifically excludingProperties, however, all of Mortgagor’s rights, titles, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands, including, without limitation any Development Xxxxx (each a “Well” and collectively, the “Xxxxx”), (ii) all Excluded Assets (as defined below) and (iii) all personal property, fixtures and equipment in or on or acquired or used in connection with the this Mortgage shall automatically encumber such ownership or operation interest of the Xxxxx Borrower without need of further act or the Excluded Assets or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx or any Excluded Asset, or the disposal of saltwater or other substances, produced therefromdocument.