Common use of Grant of Liens Clause in Contracts

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documents, the Mortgagor does by these presents hereby: GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documentswhen due, the Mortgagor does by these presents hereby: GRANT, BARGAIN, SELL, ASSIGNWARRANT, MORTGAGE, TRANSFER ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all of the following properties, rights and interests which that are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (or within the “Deed offshore area over which the United States of Trust State”)America asserts jurisdiction and to which the laws of the State of Texas are made applicable as a matter of federal law with respect to this Mortgage and/or lien or security interests created hereby, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A.Properties. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal title and other technical or business data concerning the Oil and Gas Properties, Properties or the Hydrocarbons or any other item of property which are in the possession of the MortgagorHydrocarbons, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances or other Liens to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent . (f) All of the Mortgagor that Mortgagor’s rights, titles and interests in and to all Propertiessurface fees and fee estates described in Exhibit A, if any, compressor sites, settling ponds, equipment or pipe yards, office sites and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or pipe yards, office sites, property and fixtures are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by the Mortgagor under or in connection with such interest. It is the intention of the Mortgagor and the Mortgagee herein to cover and affect hereby all interests that the Mortgagor may now own or may hereafter acquire in and to the interests and estates Property described on Exhibit A, even though the Mortgagor’s interests or the property be incorrectly described on Exhibit A or a description of a part or all of the nature set forth interests or property described on Exhibit A or the Mortgagor’s interests therein be omitted, and described in paragraphs (a) through (e) in this Section 2.01 which are located innotwithstanding that the interests as specified on Exhibit A may be limited to particular lands, under specified depths or which cover, concern or relate to particular types of property interests. Notwithstanding any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien provision in this Mortgage and thus be to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” as such term and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used in this Mortgage even if herein, “Flood Insurance Regulations” shall mean (i) the PropertiesNational Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description the Flood Disaster Protection Act of all 1973 as now or a portion hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of such Properties1994 (amending 42 USC 4001, rightset seq.), titlesas the same may be amended or recodified from time to time, (iv) the Flood Insurance Reform Act of 2004 as now hereafter in effect or any successor statute thereto and (v) the Biggert Waters Flood Reform Act of 2012 as now or hereafter in effect or any successor statute thereto, and any regulations promulgated thereunder. Any fractions or percentages specified in Exhibit A in referring to the Mortgagor’s interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 4.1 and estates are omitted Section 4.4 and shall in no manner limit the quantum of interest affected by this Section 2.1 with respect to any Oil and Gas Property or limited in with respect to any manner whatsoeverunit or well identified on Exhibit A.

Grant of Liens. To secure payment and performance of all of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and ratable benefit of the Mortgagee and the other Second-Out Secured Parties, all the following propertiesreal and personal property, rights rights, titles, interests and interests estates located in the State of California or which are located in within (or cover or relate to such Oil and Gas Properties properties located inwithin) the Outer Continental Shelf or other offshore area adjacent to the State of Texas (California over which the “United States of America asserts jurisdiction and to which the laws of the State of California are applicable with respect to this Deed of Trust State”)or the Liens created hereby and described in subsections (a) through (e) below, TO HAVE AND TO HOLD unto except for the Trustee forever to secure the Secured ObligationsExcluded Property: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item items of property which are in the possession of the MortgagorTrustor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens Lien and security interest hereof by the Mortgagor Trustor or by anyone on the Mortgagor’s Trustor's behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor thereof and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor Trustor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor Trustor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documentswhen due, the Mortgagor does by these presents hereby: GRANTMORTGAGE, BARGAIN, SELL, COLLATERALLY ASSIGN, MORTGAGE, TRANSFER PLEDGE and CONVEY HYPOTHECATE to the Trustee, in trust, with power of sale, Mortgagee for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which that are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”)Louisiana, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates estates, and every part and parcel thereof, now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, ; (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title and other technical or business data concerning the Oil and Gas Properties or the Hydrocarbons of the nature set forth Mortgagor produced from such Oil and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Gas Properties, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; (c) All other rights, titles, interests and estates on now owned or hereafter acquired by the Mortgagor in and to the Hydrocarbons; (d) Any other property that may from time to time hereafter, by delivery in writing by the Mortgagor, be subjected to the Liens hereof; and the Mortgagee is hereby authorized to receive the same at any time as additional security hereunder; and (e) All of the Mortgagor’s rights, titles and interests in and to all surface fees and fee estates described in Exhibit A shall be incorrectly described A, if any, compressor sites, settling ponds, equipment or (ii) a description of pipe yards, office sites and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or a portion of such Propertiespipe yards, office sites, office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by the Mortgagor under or in connection with such interest. It is the intention of the Mortgagor and the Mortgagee herein to cover and affect hereby all Oil and Gas Properties and interests that the Mortgagor may now own or may hereafter acquire in and to the interests and estates are omitted Property described in Exhibit A, even though the Mortgagor’s interests or the relevant Hydrocarbon Interest may be incorrectly described on Exhibit A, and notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. Notwithstanding any provision in this Mortgage to the contrary, in no event is any manner whatsoeverBuilding (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used herein, “Flood Insurance Regulations” shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.

Grant of Liens. To secure payment of the Secured Obligations Indebtedness (as hereinafter defined) and the performance of the covenants and obligations contained herein and in of Mortgagor under the Secured Transaction Loan Documents, the Mortgagor does by these presents hereby: hereby (i) GRANT, BARGAIN, SELL, ASSIGN, MORTGAGESET OVER, TRANSFER and CONVEY to unto JAMEX X. XXXXXXXX, xx Trustee, whose address for notice hereunder is 700 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Xrustee") and the Trustee, 's successors and substitutes in trust, trust hereunder with power of sale, for the use and benefit of the Mortgagee Agent and the other Secured PartiesLenders, all of the following propertiesdescribed real and personal property, rights rights, titles, interests and interests estates which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby (the “"Deed of Trust State”)Mortgaged Property") and (ii) GRANT, TO HAVE MORTGAGE, PLEDGE, HYPOTHECATE AND TO HOLD unto A GRANT A POWER OF SALE to Agent, for its benefit and the benefit of the Lenders, with respect to, all of the following described real and personal property, rights, titles, interests and estates which were not granted to Trustee forever to secure in clause (i) above (the Secured Obligations:"Other Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases, operating rights, and other interests and estates and the lands and premises covered or affected thereby 6 which are described on Exhibit A.A hereto (collectively, the "Hydrocarbon Property"), and specifically, but without limitation, the undivided interests of Mortgagor which are more particularly described on attached Exhibit A, even though the interest of the Mortgagor in such Hydrocarbon Property may be incorrectly described in Exhibit A hereto. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (iv) all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property (as hereinafter defined), the Hydrocarbons Hydrocarbons, or any other item of property Property which are in the possession of the MortgagorMortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though Mortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Mortgagor's interests therein be omitted; it being intended by Mortgagor and Agent herein to cover and affect hereby all interests which Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively, the "Hydrocarbons") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein which are subjected or required to be subjected to the Liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens Lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor’s 's behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens and security interests securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Mortgaged Property, rightincluding, titlebut not limited to, interest those Liens and estate security interests provided in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverTex. Bus. & Com. Code Ann.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following propertiesreal and personal property, rights rights, titles, interests and interests estates located in the State of California or which are located in within (or cover or relate to such Oil and Gas Properties properties located inwithin) the Outer Continental Shelf or other offshore area adjacent to the State of Texas (California over which the “United States of America asserts jurisdiction and to which the laws of the State of California are applicable with respect to this Deed of Trust State”), TO HAVE AND TO HOLD unto or the Trustee forever to secure the Secured ObligationsLiens created hereby and described in subsections (a) through (e) below: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described on Exhibit A.to (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties8Properties, the Hydrocarbons or any other item items of property which are in the possession of the MortgagorTrustor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all Hydrocarbons.to (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalfTrustor; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor thereof and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor Trustor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor Trustor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) Notwithstanding any provision in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien contrary, in this Mortgage and thus be “Mortgaged Property” no event is any Building (as such term is used defined in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverthe

Grant of Liens. To secure payment of the Secured Obligations Indebtedness (as hereinafter defined) and the performance of the covenants and obligations contained herein and in of Mortgagor under the Secured Transaction Loan Documents, the Mortgagor does by these presents hereby: hereby (i) GRANT, BARGAIN, SELL, ASSIGN, MORTGAGESET OVER, TRANSFER and CONVEY to unto JAMEX X. XXXXXXXX, xx Trustee, whose address for notice hereunder is 700 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Xrustee") and the Trustee, 's successors and substitutes in trust, trust hereunder with power of sale, for the use and benefit of the Mortgagee Agent and the other Secured PartiesLenders, all of the following propertiesdescribed real and personal property, rights rights, titles, interests and interests estates which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby (the “"Deed of Trust State”)Mortgaged Property") and (ii) GRANT, TO HAVE MORTGAGE, PLEDGE, HYPOTHECATE AND TO HOLD unto A GRANT A POWER OF SALE to Agent, for its benefit and the benefit of the Lenders, with respect to, all of the following described real and personal property, rights, titles, interests and estates which were not granted to Trustee forever to secure in clause (i) above (the Secured Obligations:"Other Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases, operating 6 rights, and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit A.A hereto (collectively, the "Hydrocarbon Property"), and specifically, but without limitation, the undivided interests of Mortgagor which are more particularly described on attached Exhibit A, even though the interest of the Mortgagor in such Hydrocarbon Property may be incorrectly described in Exhibit A hereto. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (iv) all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property (as hereinafter defined), the Hydrocarbons Hydrocarbons, or any other item of property Property which are in the possession of the MortgagorMortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though Mortxxxxx'x xnterests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Mortxxxxx'x xnterests therein be omitted; it being intended by Mortxxxxx xxx Agent herein to cover and affect hereby all interests which Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively, the "Hydrocarbons") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortxxxxx'x xnterests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortxxxxx'x xnterests therein which are subjected or required to be subjected to the Liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens Lien and security interest hereof by the Mortgagor or Mortxxxxx xx by anyone on the Mortgagor’s behalfMortxxxxx'x xehalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in Mortxxxxx xx and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens and security interests securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Mortgaged Property, rightincluding, titlebut not limited to, interest those Liens and estate security interests provided in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverTex. Bus. & Com. Code Ann.

Grant of Liens. To secure the payment of the Secured Obligations and performance of the covenants all present and obligations contained herein and in the future Secured Transaction DocumentsObligations, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY COLLATERALLY ASSIGN, PLEDGE, AND HYPOTHECATE to the TrusteeMortgagee with mortgage covenants, in trust, with power of sale, and upon the statutory mortgage condition for the use and benefit breach of the Mortgagee and the other Secured Partieswhich this Mortgage may be subject to foreclosure as provided by Applicable Law, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas Louisiana, or which are located within (or cover or relate to properties located within) the “Deed outer continental shelf of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever United States or other offshore area adjacent to secure the Secured ObligationsState of Louisiana over which the United States of America asserts jurisdiction and to which the laws of the State of Louisiana are applicable with respect to this Mortgage and/or the liens created hereby: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A.Properties. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property Property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property Property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereofthereof pertaining to the Oil and Gas Properties, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor pertaining thereto are subject or otherwise; all rights of the Mortgagor to Liens liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under Any fractions or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates percentages specified on Exhibit A shall be incorrectly described or (ii) a description in referring to the Mortgagor’s interests are solely for purposes of all or a portion of such Properties, rights, titles, interests the warranties made by the Mortgagor pursuant to Section 4.01 and estates are omitted or limited in any manner whatsoeverSection

Grant of Liens. To secure prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and the performance of the covenants and obligations of Mortgagor herein contained herein and as set forth in the Secured Transaction DocumentsCoal Sales Agreement and Funding Agreement, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER TRANSFER, WARRANT and CONVEY to unto the Trustee, in trust, with power of saleMortgagee, for the use and benefit of the Mortgagee and the other Secured PartiesMortgagee, all of the Mortgagor’s rights, titles, interests and estates, whether now owned or hereafter acquired, in and to all of the following propertiesdescribed real (immovable) and personal (movable) property, rights rights, titles, interests and interests which are located in estates (or cover or relate to such Oil collectively called the “Mortgaged Property”): (a) All of the parcels of surface land, fee tracts, and Gas Properties located in) the State of Texas real property identified on Exhibit A (the “Deed Land”) and all of Trust Statethe rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Land, including the privileges, tenements, hereditaments, rightsofway, easements, appendages and appurtenances appertaining to the Land, and all right, title and interest, if any, of the Mortgagor in and to any streets (open or proposed), ways, alleys, strips or gores of land adjoining the Land or any part thereof. (b) All easements, rights-of-way, servitudes, permits, licenses, orders, certificates, privileges, franchises, prescriptions and related instruments and other rights relating to the Land, including those described on Exhibit A attached hereto and made a part hereof, or described in any instrument or document described on Exhibit A, and all rights used in connection therewith or as a means of access thereto (collectively, the “Easements”). (c) All buildings, structures, storage tanks, piping, and other improvements now or hereafter located, placed, situated or constructed on, in or under any real property included in the Land or covered by the Easements, including, without limitation, any other such improvements which may be permanently affixed to such real property or otherwise deemed to be improvements or part of the realty under the laws of the state where the real property is located (the “Improvements”). (d) Any strips and gores within or adjoining any real property included in or covered by the Easements or the Land, all rights of ingress and egress to and from such real property, all easements, servitudes, rightsofway, surface leases, fee tracts and other surface rights affecting said Easements or Land or any of the rights, estates, titles, claims or interests described in the foregoing paragraphs (a) through (c) above, and all rights appertaining to the use and enjoyment of said Easements, Land, rights, estates, titles, claims, and interests, including, without limitation, lateral support, drainage, water, Asextracted collateral, oil and gas rights (the Easements, the Land, the Improvements, and all of the property and other rights, privileges, interests, titles, estates, and claims described in clauses (a) through (d) in this Section 2.01, whether now owned or hereafter acquired or otherwise, are hereinafter collectively called the “Premises”); (e) All materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by the Mortgagor and now or hereafter attached to or installed on the Premises, including all water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements; (f) All of the Mortgagor’s right, title and interest, whether presently existing or hereafter created or entered into and whether now owned or hereafter acquired, in and to: (i) all purchase, sale, gathering, processing, transportation, storage and other contracts or agreements covering or otherwise relating to the ownership or operation of the Premises; (ii) all right, title and interest of the Mortgagor in and to any and all leases, contracts and other general intangibles relating to the ownership or operation of the Premises, and all reserves, deferred payments, deposits, refunds and claims of every kind, nature or character relating thereto, but solely to the extent that the granting of this Mortgage is not prohibited or restricted under any such lease, contract or other general intangible; and (iii) all rights, privileges and benefits under or arising out of any agreement under which any of the Mortgaged Property, was acquired, including without limitation any and all representations, warranties, or covenants and any and all rights of indemnity or to rebate of the purchase price; all equipment leases, maintenance agreements, electrical supply contracts, option agreements, and other contracts and/or agreements, whether now existing or hereafter entered into, which cover, affect, or otherwise relate the Premises, and/or any of the Mortgaged Property described above, (the contractual rights, contracts and other agreements described in this subsection (h) are herein sometimes collectively called the “Contracts”), TO HAVE AND TO HOLD unto but excluding all Transaction Documents and solely to the Trustee forever to secure extent that the Secured Obligations:granting of this Mortgage is not prohibited or restricted under any such Contract; (ag) Any and all interests of the Mortgagor, as landlord or lessor, in all leases and subleases of space, tenancies, franchise agreements, licenses, occupancy or concession agreements now existing or hereafter entered into, whether or not of record, relating in any manner to the Premises, and any and all amendments, modifications, supplements, replacements, extensions and renewals of any thereof, whether now in effect or hereafter coming into effect (“Leases”), but excluding all Transaction Documents and solely to the extent that the granting of this Mortgage is not prohibited or restricted under any such Lease; (h) All rents, issues, profits, revenue, royalties, income, proceeds, security and other types of deposits and other benefits paid, payable or derived from the Mortgaged Property, or arising from the operation thereof or from any of the Leases or Contracts (herein sometimes collectively called the “Rents”); and (i) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to any and all data, books and records related to the Oil Mortgaged Property, including, but not limited to, accounting records, files, computer software, employee records, engineering drawings or plans, surveys, site assessments, environmental reports, customer lists, production records, laboratory and Gas Properties described on Exhibit A. (b) All rightstesting records, titlessales and administrative records, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in material or information relating to the possession ownership, maintenance, or operation of the MortgagorMortgaged Property, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (dj) Any property Mortgaged Property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ek) All of the rights, titles estates, powers and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and privileges appurtenant to the Oil and Gas Properties described in Exhibit A and all other foregoing rights, titles, interests and estates of the Mortgagor and every part and parcel thereofproperties. Provided, includinghowever, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the PropertiesMortgaged Property shall exclude all Transaction Documents and all Excluded Funds, rightsall payments by Mortgagee to Mortgagor thereunder and all Excluded Funds, titles, interests notwithstanding that such documents and estates on Exhibit A shall be incorrectly described or payments would otherwise constitute Mortgaged Property and (ii) a description the Mortgaged Property shall include, only to the limited extent specified herein, coal and any interest in coal, including without limitation coal as As-extracted Collateral (the “Limited Coal Interest”). TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee and to its successors and assigns, forever to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all or a portion the Obligations and to secure the performance of such Propertiesthe covenants, rightsagreements, titles, interests and estates are omitted or limited in any manner whatsoeverobligations of the Mortgagor herein contained.

Grant of Liens. To secure payment of the Secured Obligations Indebtedness (as hereinafter defined) and the performance of the covenants and obligations contained herein and in the Secured Transaction Documentscontained, the Mortgagor does by these presents hereby: , subject to the reservations and restrictions set forth herein below, (i) GRANT, BARGAIN, SELL, ASSIGN, MORTGAGESET OVER, TRANSFER and CONVEY to unto Trustee and the Trustee, 's successors and substitutes in trust, trust hereunder with power of sale, for the use and benefit of the Mortgagee Agent and the other Secured PartiesLenders, all of the following propertiesdescribed Oil and Gas Leasehold interests, rights personal property, rights, titles, interests and interests estates which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby (the “"Deed of Trust State”)Mortgaged Property") and (ii) GRANT, TO HAVE MORTGAGE, PLEDGE, HYPOTHECATE AND TO HOLD unto GRANT A POWER OF SALE to Mortgagee, for its benefit and the benefit of the Lenders, with respect to all of the following described Oil and Gas Leasehold interests, personal property, rights, titles, interests and estates which were not granted to Trustee forever in clause (i) above but which are located in (or cover properties located in) the State of [ ] or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to secure which the Secured Obligations:laws of the aforementioned states are applicable with respect to this Exh G-2 133 Mortgage and/or the liens or security interests created hereby (collectively, the "Other Mortgaged Property") (the Deed of Trust Property and the Other Mortgaged Property are hereinafter collectively referred to as the "Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit A.A attached hereto (the "Hydrocarbon Property") or which Hydrocarbon Property is otherwise referred to herein. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A attached hereto; (iii) all operating agreements, production sales or other contracts, farm-out agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on Exhibit A attached hereto or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Hydrocarbon Property or interests including, without limitation, all agreements and arrangements described in Schedule 7.10 of the Credit Agreement; and (iv) subject to applicable restrictions on disclosure and/or transfer, all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property, the Hydrocarbons Hydrocarbons, or any other item of property which are in the possession of the MortgagorMortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "Hydrocarbons") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and Exh G-3 134 all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wellx, xxs wellx, xxjection wellx xx other wellx, xxildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor’s 's behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Mortgaged Property, rightincluding, titlebut not limited to, interest those liens and estate security interests provided in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverTex. Bus. & Com. Code Ann.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documentswhen due, the each Mortgagor does by these presents hereby: GRANT, BARGAIN, SELLMORTGAGE, ASSIGN, MORTGAGEPLEDGE, TRANSFER and CONVEY HYPOTHECATE to the Trustee, in trust, with power of saleMortgagee, for the use and benefit of the Mortgagee itself and the other Other Secured PartiesPersons, all of the following properties, rights and interests which that are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (Louisiana or within the “Deed offshore area over which the United States of Trust State”)America asserts jurisdiction and to which the laws of the State of Louisiana are made applicable as a matter of federal law with respect to this Mortgage and/or lien or security interests created hereby, TO HAVE AND TO HOLD unto the Trustee forever Mortgagee, for the benefit of itself and the Other Secured Persons, to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to the Oil and Gas Properties described on Exhibit A.Properties. (b) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal title and other technical or business data concerning the Oil and Gas Properties, or the Hydrocarbons or any other item of property which are in the possession of the MortgagorHydrocarbons, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the such Mortgagor or by anyone on the such Mortgagor’s behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the such Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances or other Liens to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the such Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the such Mortgagor in and to such related rights, titles, interests or estates. For the avoidance . (f) All of doubtsuch Mortgagor’s rights, it is the intent of the Mortgagor that titles and interests in and to all Propertiessurface fees and fee estates described in Exhibit A, if any, compressor sites, settling ponds, equipment or pipe yards, office sites and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or pipe yards, office sites, property and fixtures are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by such Mortgagor under or in connection with such interest. It is the intention of each Mortgagor and the Mortgagee herein to cover and affect hereby all interests that each Mortgagor may now own or may hereafter acquire in and to the interests and estates Property described on Exhibit A, even though such Mortgagor’s interests or the property be incorrectly described on Exhibit A or a description of a part or all of the nature set forth interests or property described on Exhibit A or such Mortgagor’s interests therein be omitted, and described in paragraphs (a) through (e) in this Section 2.01 which are located innotwithstanding that the interests as specified on Exhibit A may be limited to particular lands, under specified depths or which cover, concern or relate to particular types of property interests. Notwithstanding any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien provision in this Mortgage and thus be to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” as such term and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used in this Mortgage even if herein, “Flood Insurance Regulations” shall mean (i) the PropertiesNational Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, (iv) the Flood Insurance Reform Act of 2004 as now hereafter in effect or any successor statute thereto and (v) the Biggert Waters Flood Reform Act of 2012 as now or hereafter in effect or any successor statute thereto, and any regulations promulgated thereunder. Any fractions or percentages specified in Exhibit A in referring to a description Mortgagor’s interests are solely for purposes of all the warranties made by such Mortgagor pursuant to Section 4.1 and Section 4.4 and shall in no manner limit the quantum of interest affected by this Section 2.1 with respect to any Oil and Gas Property or a portion of such Properties, rights, titles, interests and estates are omitted with respect to any unit or limited in any manner whatsoeverwell identified on Exhibit A.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following propertiesreal and personal property, rights rights, titles, interests and interests estates located in the State of California or which are located in within (or cover or relate to such Oil and Gas Properties properties located inwithin) the Outer Continental Shelf or other offshore area adjacent to the State of Texas (California over which the “United States of America asserts jurisdiction and to which the laws of the State of California are applicable with respect to this Deed of Trust State”), TO HAVE AND TO HOLD unto or the Trustee forever to secure the Secured ObligationsLiens created hereby and described in subsections (a) through (e) below: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties8Properties, the Hydrocarbons or any other item items of property which are in the possession of the MortgagorTrustor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalfTrustor; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor thereof and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor Trustor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor Trustor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment and performance of all of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and ratable benefit of the Mortgagee and the other Second-Out Secured Parties, all the following propertiesreal and personal property, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned located in the State of California or hereafter acquired by which are located within (or cover or relate to properties located within) the Mortgagor in Outer Continental Shelf or other offshore area adjacent to the State of California over which the United States of America asserts jurisdiction and to which the Oil laws of the State of California are applicable with respect to this Deed of Trust or the Liens created hereby and Gas Properties described on Exhibit A.in subsections (a) through (l) below, except for the Excluded Property: (ba) All of Trustor's rights, titles, interests and estates (whether now owned or hereafter acquired by operation of law or otherwise by the Mortgagor Trustor) in and to all geologicalthe lands described in Exhibit A hereto, geophysicalor otherwise described in any of the right of way grants, engineeringeasements, accountingservitudes, titleleases, legal permits or other instruments described or referred to in Exhibit A hereto, even though such interest of Trustor may be incorrectly described in, or omitted from, Exhibit A hereto, whether the title or interest therein is derived from an instrument of record referred to on Exhibit A hereto, some other instrument or document, whether of record or not, or by way of adverse possession, prescriptive use or otherwise (the “Lands”) and in and to the rights-of-way, permits, servitudes, and easements specifically described on Exhibit A hereto. (b) All other estates, rights, interests and other technical claims, both in law and in equity, that the Trustor now has or business data concerning may hereafter acquire in (a) the Oil Lands, (b) all easements, rights of way and Gas Propertiesrights used in connection therewith or as a means of access thereto and (c) all tenements, the Hydrocarbons hereditaments and appurtenances in any manner belonging, relating or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such dataappertaining thereto. (c) All of Trustor's rights, titles, interests and estates (whether now owned or hereafter acquired by operation of law or otherwise) in and to any land lying within the Mortgagor right of way of any streets, open or proposed, adjoining the Lands, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection therewith. (d) All of Trustor's rights, titles, interests and estates (whether now owned or hereafter acquired by operation of law or otherwise) in and to the pipeline system located on, under and across the Lands (the “Pipeline System”), and all of the rights of way, easements, servitudes, licenses, permits, leases, subleases, agreements, contracts, contract rights, tenements and appurtenances and other surface and subsurface rights (including all renewals, extensions, amendments, corrections, counterparts and ratifications thereof and substitutions and replacements therefor) incidental to or otherwise affecting the Pipeline System, including but not limited to those rights of way, permits, servitudes, and easements more fully described on Exhibit A hereto together with any and all improvements or facilities of any kind whatsoever situated on or used in connection with the Pipeline System or any of the foregoing (including, without limitation, all pipelines, flow lines, gathering lines, pumps, compressors, separators, fittings, valves, meters, tanks, controls, panels, power facilities, drips, gates, appliances, connections, cathodic protection equipment, fences, buildings and power, telephone and telegraph lines), and any other rights, titles, interests or estates in the Pipeline System or any of the foregoing, owned or claimed by Trustor and used in connection with the Pipeline System of which the foregoing properties, real, personal and mixed, are a part. (e) All of Trustor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all Hydrocarbonsimprovements, materials, supplies, goods (including, without limitation, inventory, equipment and fixtures) and other property, real or personal, corporeal or incorporeal (including, without limitation, all tanks, pipe, pipelines, flow lines, gathering lines, pumps, compressors, separators, meters, valves, controls, panels, power facilities, drips, gates, appliances, connections, cathodic protection equipment, and power, telephone and telegraph lines) which are now or hereafter used, or held for use, in connection with the properties described in clauses (a) and (d) above, or in connection with the operation of such properties or in connection with the treating, handling, transportation or marketing of hydrocarbons transported through the Pipeline System and all accessions and appurtenances thereto and all renewals or replacements thereof or substitutions therefor. (df) All oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom constituting line fill in the Pipeline System whether now owned or hereafter acquired by Trustor by operation of law or otherwise. (g) All of Trustor’s rights, titles, interests and estates (whether now owned or hereafter acquired by operation of law or otherwise by the Trustor) in and to the power plant located on the Lands (the “Power Plant”), more particularly illustrated on Exhibit B hereto, and any and all buildings and other improvements now or hereafter located on the Land, including, but not limited to, all structures, improvements, foundation pads, towers, transmission or distribution lines, power blocks, substations and other power generating equipment, rail spurs, dams, reservoirs, water, sanitary and storm sewers, drainage, electricity, steam, gas, telephone and other utility facilities, parking areas, roads, driveways, walks and other site improvements of every kind and description now or hereafter erected or placed on the Land, and all building materials, building equipment and fixtures of every kind and nature located on the Land or, attached to, contained in or used in any such buildings and other improvements, and all appurtenances and additions thereto and betterments, substitutions and replacements thereof (the Power Plant and all of the foregoing estate, right, title and interest being hereinafter collectively called, the “Buildings”). (h) All estate, right, title and interest of the Trustor in and to all such fixtures, attachments, appliances, equipment, machinery, building materials and supplies, and other tangible personal property now or hereafter attached to said Buildings or now or at any time hereafter located on the Land and/or the Buildings, including, but not limited to, furnaces, boilers, oil burners, piping, plumbing, refrigeration, air conditioning, lighting, ventilation, disposal and sprinkler systems, elevators, motors, dynamos, cabling, underground and overhead interconnections, and all other equipment and machinery, appliances, fittings and fixtures of every kind located in or used in the operation of the Buildings located on the Land, together with all additions thereto and all renewals, alterations, substitutions and replacements thereof, and any and all products and accessions to any such property that may exist at any time (all of the foregoing estate, right, title and interest, and products and accessions, being hereinafter called “Fixtures”). (i) all other estate, right, title and interest of the Trustor in and to all rights, royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances on or in the Land, development rights or credits, air rights, water, water rights (whether riparian, appropriative, constructive or otherwise and whether or not appurtenant) and water stock. (j) all reversion or reversions and remainder or remainders of the Land, the Pipeline System and the Buildings and all estate, right, title and interest of the Trustor, as landlord, tenant, subtenant, assignee or otherwise, in and to any and all present and future leases of space in or of all or any portion of the Land, the Pipeline System and the Buildings (all of the foregoing present and future leases of space in or of all or any portion of the Land, the Pipeline System and the Buildings being herein after collectively called “Leases”), and all rents, revenues, proceeds, issues, profits, royalties income and other benefits now or hereafter derived from the Land, the Pipeline System, the Buildings and the Fixtures, and all right, title and interest of the Trustor in and to cash or security deposits thereunder, subject to the right, power and authority hereinafter given to the Trustor to collect and apply the same, including, but not limited to, any use or occupancy arrangements created pursuant to Section 365(h) of Title II of the United States Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Land, the Pipeline System and the Buildings (all of the foregoing reversions, remainders, leases of space, rents, revenues, proceeds, issues, profits, royalties, income and other benefits being hereinafter collectively called “Rents”). (k) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens Lien and security interest hereof by the Mortgagor Trustor or by anyone on the Mortgagor’s Trustor's behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (el) All proceeds and products of those portions of the rights, titles and interests Deed of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements Trust Property described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and referred to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (ek) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverabove.

Grant of Liens. To secure payment of the Secured Obligations Indebtedness (as hereinafter defined) and the performance of the covenants and obligations contained herein and in the Secured Transaction Documentscontained, the Mortgagor does by these presents hereby: , subject to the reservations and restrictions set forth herein below, (i) GRANT, BARGAIN, SELL, ASSIGN, MORTGAGESET OVER, TRANSFER and CONVEY to unto Thomxx X. XxXxxx, xx Trustee, whose address for notice hereunder is 700 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Xrustee") and the Trustee, 's successors and substitutes in trust, trust hereunder with power of sale, for the use and benefit of the Mortgagee Agent and the other Secured PartiesLenders, all of the following propertiesdescribed real and personal property, rights rights, titles, interests and interests estates which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable with respect to this Mortgage and/or the Exh F-2 113 liens or security interests created hereby (the “"Deed of Trust State”)Mortgaged Property") and (ii) GRANT, TO HAVE MORTGAGE, PLEDGE AND TO HOLD unto HYPOTHECATE to Mortgagee, for its benefit and the benefit of the Lenders, with respect to, all of the following described real and personal property, rights, titles, interests and estates which were not granted to Trustee forever to secure in clause (i) above (the Secured Obligations:"Other Mortgaged Property") (the Deed of Trust Property and the Other Mortgaged Property herein collectively called the "Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit A.A attached hereto (collectively called the "Hydrocarbon Property") or which Hydrocarbon Property is otherwise referred to herein, and specifically, but without limitation, the undivided interests of Mortgagor which are more particularly described on Exhibit A hereto. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on Exhibit A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Hydrocarbon Property or interests; and (iv) subject to applicable restrictions on disclosure and/or transfer, all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property, the Hydrocarbons Hydrocarbons, or any other item of property Property which are in the possession of the MortgagorMortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "Hydrocarbons") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's Exh F-3 114 interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wellx, xxs wellx, xxjection wellx xx other wellx, xxildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor’s 's behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Mortgaged Property, rightincluding, titlebut not limited to, interest those liens and estate security interests provided in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverTex. Bus. & Com. Code Ann.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following propertiesreal and personal property, rights rights, titles, interests and interests estates located in the State of California or which are located in within (or cover or relate to such Oil and Gas Properties properties located inwithin) the Outer Continental Shelf or other offshore area adjacent to the State of Texas (California over which the “United States of America asserts jurisdiction and to which the laws of the State of California are applicable with respect to this Deed of Trust State”)or the Liens created hereby and described in subsections (a) through (e) below, TO HAVE AND TO HOLD unto except for the Trustee forever to secure the Secured ObligationsExcluded Property: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item items of property which are in the possession of the MortgagorTrustor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalfTrustor; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor thereof and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor Trustor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor Trustor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documentswhen due, the Mortgagor does by these presents hereby: GRANT, BARGAIN, SELL, ASSIGNWARRANT, MORTGAGE, TRANSFER ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”)Texas, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under Any fractions or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates percentages specified on Exhibit A in referring to the Mortgagor’s interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 4.1 and Section 4.4 and shall be incorrectly described in no manner limit the quantum of interest affected by this Section 2.1 with respect to any Oil and Gas Property or (ii) a description of all with respect to any unit or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverwell identified on Exhibit A.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documentswhen due, the Mortgagor does by these presents hereby: GRANT, BARGAIN, SELL, ASSIGNWARRANT, MORTGAGE, TRANSFER ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following properties, rights and interests which that are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”)Texas, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A.Properties. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal title and other technical or business data concerning the Oil and Gas Properties, Properties or the Hydrocarbons or any other item of property which are in the possession of the MortgagorHydrocarbons, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent . (f) All of the Mortgagor that Mortgagor’s rights, titles and interests in and to all Propertiessurface fees and fee estates described in Exhibit A, if any, compressor sites, settling ponds, equipment or pipe yards, office sites and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment or pipe yards, office sites, office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by the Mortgagor under or in connection with such interest. It is the intention of the Mortgagor and the Mortgagee herein to cover and affect hereby all interests that the Mortgagor may now own or may hereafter acquire in and to the interests and estates Property described on Exhibit A, even though the Mortgagor’s interests or the property be incorrectly described on Exhibit A or a description of a part or all of the nature set forth interests or property described on Exhibit A or the Mortgagor’s interests therein be omitted, and described in paragraphs (a) through (e) in this Section 2.01 which are located innotwithstanding that the interests as specified on Exhibit A may be limited to particular lands, under specified depths or which cover, concern or relate to particular types of property interests. Notwithstanding any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien provision in this Mortgage and thus be to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” as such term and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used in this Mortgage even if herein, “Flood Insurance Regulations” shall mean (i) the PropertiesNational Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description the Flood Disaster Protection Act of all 1973 as now or a portion hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of such Properties1994 (amending 42 USC 4001, rightset seq.), titlesas the same may be amended or recodified from time to time, interests and estates are omitted or limited in (iv) the Flood Insurance Reform Act of 2004 and any manner whatsoeverregulations promulgated thereunder.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documents, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations; : (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documents, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations; : (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of MortgagorXxxxxxxxx’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment of the Secured Obligations Indebtedness and the performance of the covenants and obligations contained herein and in the Secured Transaction Documentscontained, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the unto Xxxxxx X. Xxxxxxxxxxx of Houston, Texas, as Trustee, whose address for notice hereunder is JPMorgan Chase Bank, 000 Xxxxxx, 20th Floor, Houston, Texas 77002 (the "Trustee") and Trustee's successors and substitutes in trusttrust hereunder, with power of sale, in trust for the use and benefit of the Mortgagee Mortgagee, the real and the other Secured Partiespersonal property, all rights, titles, interests and estates described in the following properties, rights and interests which are located in paragraphs (or cover or relate to such Oil and Gas Properties located ina) through (h) (collectively called the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations:"Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit A hereto (collectively called the "Hydrocarbon Property") or which Hydrocarbon Property is otherwise referred to herein, and specifically, but without limitation, the undivided interests of the Mortgagor which are more particularly described on attached Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, gas balancing agreements, equipment leases and other agreements described or referred to in this Mortgage or which relate to (A) any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or (B) the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (iv) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property, the Hydrocarbons or any other item of property Property which are in the possession of the MortgagorMortgagor and in which the Mortgagor can grant a security interest without violating any restrictions on assignment therein, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though the Mortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or the Mortgagor's interests therein be omitted; it being intended by the Mortgagor and the Mortgagee herein to cover and affect hereby all interests which the Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to 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 attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and the Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by the Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, off-shore production or drilling platforms and related equipment (both above and below the surface), field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor’s 's behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from any of such Oil the Mortgaged Property, including, without limitation, those liens and Gas Propertiessecurity interests provided in Tex. Bus. & Com. Code Xxx, as amended from time to time (the "Applicable UCC"), (S)9.343; together with any and all renewals and extensions of any of such related the Hydrocarbon Property rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related the Hydrocarbon Property rights, titles, interests or estates. For the avoidance . (g) All of doubtMortgagor's right, it is the intent title and interest now owned or hereafter acquired in and to any commodity, interest rate or currency swap, cap, floor, collar, forward agreement, including fixed price forward physical delivery contracts, or other exchange or protection agreements or any option with respect to any such transaction. (h) All accounts, contract rights, equipment, fixtures, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and Mortgaged Property which are described in paragraphs (a) through (eg) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property or other assets. Any fractions or percentages specified on attached Exhibit A in referring to the Mortgagor's interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 3.01 and Section 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 2.01 which are located in, under or which cover, concern or relate 1.01 with respect to any PropertyHydrocarbon Property or with respect to any unit or well identified on said Exhibit A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness and to secure the performance of the covenants, rightagreements, title, interest and estate in obligations of the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverMortgagor herein contained.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGNCONVEY, MORTGAGE, TRANSFER TRANSFER, ASSIGN and CONVEY SET OVER AND, to the extent permitted by applicable law, GRANT A POWER OF SALE to the Trustee, in trust, with power of sale, for the use and benefit of the, the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located listed below in (or cover or relate to such Oil and Gas Properties located inSection 2.01(a) the State of Texas (the “Deed of Trust State”through Section 2.01(c), TO HAVE AND TO HOLD unto the Trustee forever forever, IN TRUST, to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such dataHydrocarbons. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the other rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereofProperties, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances Liens to which any of such the Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; and all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such the Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and . Notwithstanding any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) provision in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State to the contrary, in no event are any Excluded Assets subject to any Lien granted hereunder; provided that if and when any property shall cease to be an Excluded Asset, such property shall be deemed at all times from and after such date to be Collateral and subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverLiens granted hereunder.

Grant of Liens. (a) To secure the due and punctual payment of the Secured Obligations principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, by acceleration, Mandatory Prepayment, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the covenants Issuers and obligations contained herein the Guarantors to the Holders or the Trustee under this Indenture, the Collateral Agreements, the Guarantees and the Notes, the Issuers and the Guarantors hereby covenant to cause the Collateral Agreements to be executed and delivered concurrently with this Indenture; provided that the Issuers and the Guarantors may delay the execution and delivery of the Trademark Security Agreement for up to 30 days after the Issue Date and the execution and delivery of the Control Agreements for up to 45 days after the Issue Date. The Collateral Agreements shall provide for the grant by the Issuers and Guarantors party thereto to the Trustee security interests in the Secured Transaction Documents, the Mortgagor does by these presents hereby: GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A.Collateral. (b) All rightsOn the Issue Date there shall be established and, titlesat all times hereafter until the Obligations of the Issuers under this Indenture, interests the Notes and estates now owned the Collateral Agreements are discharged or hereafter acquired defeased in accordance with this Indenture, there shall be maintained by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning Company with the Oil and Gas PropertiesTrustee, the Hydrocarbons Collateral Account. The Collateral Account shall be established and maintained with the Trustee at its Corporate Trust Office and designated in the name of the Company, subject to the security interest in favor of the Trustee. All Trust Monies shall be deposited in the Collateral Account and thereafter shall be held by and under the control of the Trustee for its benefit and for the benefit of the Holders as a part of the Collateral and, upon any entry upon or sale or other disposition of the Collateral or any other item of property which are in the possession part thereof pursuant to any of the MortgagorCollateral Agreements, said Trust Monies shall be applied in accordance with Section 6.10 hereof; but prior to any such entry, sale or other disposition, all or any part of the Trust Monies held by the Trustee may be withdrawn, and all booksshall be released, files, records, magnetic media, computer records and other forms paid or applied by the Trustee in accordance with the terms of recording or obtaining access to such datathis Article Twelve. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafterEach Holder, by delivery or by writing its acceptance of any kinda Note, be subjected consents and agrees to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; terms of each Collateral Agreement and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rightsIntercreditor Agreement, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged in effect or may be amended from time to time in accordance with their respective terms, and authorizes and directs the Trustee to enter into the Collateral Agreements and any Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shall, and shall cause each of their Domestic Restricted Subsidiaries to, do or cause to be done all such actions and things as may be necessary or proper, or as may be required by the discharge provisions of any payments out of production or the Collateral Agreements, to assure and confirm to the Trustee the security interests in the Collateral contemplated hereby and by the removal Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of any charges or Permitted Encumbrances to which any of such Oil this Indenture and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights Notes and Guarantees secured hereby, according to the intent and purpose herein and therein expressed. The Parent and the Issuers shall, and shall cause each of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Propertiestheir respective Domestic Restricted Subsidiaries to, together with take any and all renewals actions required or as may be requested by the Trustee to cause the Collateral Agreements to create and extensions of any of such related rightsmaintain, titlesas security for the Obligations contained in this Indenture, the Notes, the Collateral Agreements and the Guarantees valid and enforceable, perfected (except as expressly provided herein or therein) security interests or estates; Liens in and on all the Collateral, in favor of Mortgagor’s interest the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in contracts and agreements supplemental to or amendatory of each case, except as expressly provided herein, therein or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverIntercreditor Agreement.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the each Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGNWARRANT, MORTGAGE, TRANSFER ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY AND, to the Trusteeextent permitted by applicable law, in trust, with power of saleGRANT A POWER OF SALE to the Mortgagee, for its benefit and the use and benefit of the Mortgagee Agents and the other Secured Parties, 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 the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured ObligationsWyoming: (a) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to the Oil and Gas Properties described on Exhibit A.A (b) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the MortgagorMortgagors, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the such Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the such Mortgagor or by anyone on the such Mortgagor’s behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the such Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the such Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the such Mortgagor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to secure payment of the Secured Obligations Indebtedness (as hereinafter defined) and the performance of the covenants and obligations contained herein and in the Secured Transaction Documentscontained, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER PLEDGE, HYPOTHECATE, SET OVER, TRANSFER, CONVEY and CONVEY to the GRANT A POWER OF SALE unto Xxxxx Xxxxxxxx of Houston, Xxxxxx County, Texas, as Trustee, whose address for notice hereunder is 000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("TRUSTEE") and Trustee's successors and substitutes in trust, with power of saletrust hereunder, for the use and benefit of Mortgagee, the Mortgagee real and the other Secured Partiespersonal property, all rights, titles, interests and estates described in the following properties, rights and interests which are located in paragraphs (or cover or relate to such Oil and Gas Properties located ina) through (g) (collectively called the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations:"MORTGAGED PROPERTY"): (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil oil and Gas Properties gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit EXHIBIT A hereto (collectively called the "HYDROCARBON PROPERTY") or which Hydrocarbon Property is otherwise referred to herein, and specifically, but without limitation, the undivided interests of Mortgagor which are more particularly described on attached EXHIBIT A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon Property including, without limitation, those units which may be described or referred to on attached EXHIBIT A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, joint venture agreements, participation agreements, assignments, equipment leases and other agreements described or referred to in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached EXHIBIT A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Hydrocarbon Property or interests, including without limitation, all such agreements described in EXHIBIT B attached hereto; (iv) all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Oil and Gas PropertiesMortgaged Property, the Hydrocarbons Hydrocarbons, or any other item of property Property which are in the possession of the MortgagorMortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data; and (v) the Hydrocarbon Property described in and covered by this Mortgage even though Mortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Mortgagor's interests therein be omitted; it being intended by Mortgagor and Mortgagee herein to cover and affect hereby all interests which Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on EXHIBIT A may be limited to particular lands, specified depths or particular types of property interests. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbonsoil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "HYDROCARBONS") in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor's interests therein which are subjected or required to be subjected to the liens and security interests of this Mortgage. (d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (e) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens lien and security interest hereof by the Mortgagor or by anyone on the Mortgagor’s 's behalf; and the Trustee and/or the Mortgagee are is hereby authorized to receive the same at any time as additional security hereunder. (ef) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other Hydrocarbon Property rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any the Hydrocarbon Property rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of such Oil and Gas Properties or other the Hydrocarbon Property rights, titles, interests or estates of the Mortgagor are subject subject, or otherwise; all rights of the Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, the Mortgaged Property; together with any and all renewals and extensions of any of such related the Hydrocarbon Property rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related the Hydrocarbon Property rights, titles, interests or estates. For the avoidance of doubt. (g) All accounts, it is the intent contract rights (including without limitation, rights arising out of the Mortgagor that all Propertiesagreements and contracts described on EXHIBIT B attached hereto), rightsinventory, titlesgeneral intangibles, interests insurance contracts and estates insurance proceeds constituting a part of, relating to or arising out of those portions of the nature set forth and Mortgaged Property which are described in paragraphs (a) through (ef) above and all proceeds and products of all such portions of the Mortgaged Property and payments in lieu of production (such as "take or pay" payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. Any fractions or percentages specified on attached EXHIBIT A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 2.01 which are located in, under or which cover, concern or relate 1.01 with respect to any PropertyHydrocarbon Property or with respect to any unit or well identified on said EXHIBIT A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (hereinafter defined) and to secure the performance of the covenants, rightagreements, title, interest and estate in obligations of the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoeverMortgagor herein contained.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction Documents, the Mortgagor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, in trust, with power of sale, for the use and benefit of the Mortgagee and the other Secured Parties, all the following properties, rights and interests which are located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations; : (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of MortgagorMxxxxxxxx’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.

Grant of Liens. To secure payment of the Secured Obligations and performance of the covenants and obligations contained herein and in the Secured Transaction DocumentsObligations, the Mortgagor Trustor does by these presents hereby: hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, and Trustee’s successors and substitutes in trusttrust hereunder, with power of sale, for the use and benefit of the Mortgagee and the other Other Secured PartiesPersons, all the following propertiesreal and personal property, rights rights, titles, interests and interests which are estates located in (or cover or relate to such Oil and Gas Properties located in) the State of Texas [] and described in subsections (the “Deed of Trust State”), TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligationsa) through (e) below: (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described on Exhibit A. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, Properties or the Hydrocarbons or any other item of property which are in the possession of the Mortgagor, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor Trustor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor’s behalfTrustor; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor Trustor in and to the Oil and Gas Properties described in Exhibit A and all other rights, titles, interests and estates of the Mortgagor thereof and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates of the Mortgagor as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates of the Mortgagor are subject or otherwise; all rights of the Mortgagor Trustor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all of Mortgagor’s interest in contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor Trustor in and to the such related rights, titles, interests or estates. For the avoidance of doubt, it is the intent of the Mortgagor that all Properties, rights, titles, interests and estates of the nature set forth and described in paragraphs (a) through (e) in this Section 2.01 which are located in, under or which cover, concern or relate to any Property, right, title, interest and estate in the Deed of Trust State shall be subject to the Lien in this Mortgage and thus be “Mortgaged Property” as such term is used in this Mortgage even if (i) the Properties, rights, titles, interests and estates on Exhibit A shall be incorrectly described or (ii) a description of all or a portion of such Properties, rights, titles, interests and estates are omitted or limited in any manner whatsoever.