Common use of Operation of the Mortgaged Property Clause in Contracts

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors shall observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Mortgagor shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors Mortgagor shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors Mortgagor hereby assign assigns to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsMortgagor; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor's rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not abandon any well or forfeit, surrender or release any Lease, except that Mortgagor may, in the ordinary course of the terms business, (i) plug and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are abandon any well no longer capable of producing Hydrocarbons in paying quantities, except where (ii) surrender or release any Lease or a portion thereof so long as no well capable of producing Hydrocarbons in paying quantities is located on such failure Lease or a portion thereof or production from any such well is attributed to comply would not have such Lease or a Material Adverse Effectportion thereof, (iii) surrender or release any Lease or a portion thereof on which no producing well has ever been drilled or which has never been held by production from another well unless Proven Reserves (as defined in any Secured Debt Document) are attributed to such Lease or a portion thereof and (iv) abandon, forfeit, surrender or release any other portion of the Mortgaged Property to the extent permitted under the then existing Secured Debt Documents; (b) Mortgagors shall comply Obtain and maintain all required Permits and cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and consistent with industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; and plug and abandon wells no longer capable of producing Hydrocarbons in paying quxxxxxies in accordance with all contracts Applicable Laws, Legal Requirements and agreements the terms and conditions of applicable to or relating to Leases; and remediate the Mortgaged Property or lands described in Exhibit A and facilities located thereon in accordance with all Applicable Laws, Legal Requirements and the production terms and sale conditions of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effectapplicable Leases; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all times, take reasonable steps to maintain, preserve rentals and keep all Operating Equipment used with royalties (including shut-in royalties) payable in respect to of the Mortgaged Property (other than rentals under Leases that are surrendered pursuant to the foregoing Section 3.4(a)), and all expenses incurred in proper repairor arising from the operation or development of the Mortgaged Property not later than the due date thereof, working order or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item) except as to such matters which are being contested by Mortgagor in good faith; (d) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, except as permitted under the Secured Debt Documents, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Secured Debt Documents, with, respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are customarily viewed in the industry as not interfering materially with the terms development, operation or value of the Credit Agreements Mortgaged Property and not such as to affect materially title thereto, and (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize Beneficiary's rights in and to the Mortgaged Property; (f) Carry with financially sound and reputable insurance companies and in amounts as is customary in the industry or as otherwise required pursuant to the Secured Debt Documents, the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in, the same general areas in which the Mortgaged Property, is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name Beneficiary as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, Beneficiary as its interest may appear. Mortgagee , which proceeds are hereby assigned to Beneficiary, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, and Mortgagee mayor B) if there be an Event of Default existing, at its electionor which would exist but for due notice or lapse of time, or both, in accordance with the provisions of the Collateral Trust Agreement, either apply all for the above stated purpose or any part of toward the sums so collected toward payment of the Secured Indebtedness; (ii) the coverage of Beneficiary shall not be terminated, whether reduced or not such Secured Indebtednessaffected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or any portion thereof, is then due and payable, conditions in such manner policy; (iii) no such insurance policy shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given Beneficiary and each Secured Debt Representative thirty (30) days prior written notice thereof; and (iv) Beneficiary may, but shall not be obligated to, make premium payments to prevent any cancellation, endorsement, alteration or re-issuance and such payments shall be accepted by the insurer to prevent the same. Beneficiary shall be furnished with a certificate evidencing such coverage in form and content comparable to coverage typically provided in the industry. All policies to be maintained under this Mortgage are to be issued on forms and by companies and with endorsements as Mortgagee may electare customary in the industry. Mortgagor shall maintain insurance in an amount sufficient to prevent Mortgagor from becoming a co-insurer under any policy required hereunder. If Mortgagor fails to maintain the level of insurance required under this Mortgage, or release same then Mortgagor shall and hereby agrees to Mortgagors; andindemnify Beneficiary to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained; (fg) Mortgagors shall not sellFurnish to Beneficiary and each Secured Debt Representative, lease, transfer, abandon or otherwise dispose as soon as possible and in any event within five (5) days after the occurrence from time to time of any portion change in the address of Mortgagor's location (as described on the signature page hereto) or in the name of Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify Beneficiary and each Secured Debt Representative in writing, as soon as possible and in any event within five (5) days after it shall become aware of Mortgagorsthe occurrence of any Event of Default or any event which, with notice, the passage of time or both would be such an Event of Default; (j) Appear and defend, and hold Beneficiary and any Secured Debtholder harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of Beneficiary or Secured Debtholders under the Secured Debt Documents, and all costs and expenses incurred by Beneficiary or any Secured Debtholder in protecting its interests hereunder in such an event (including all court costs and attorneys' rightsfees) shall be borne by Mortgagor; (k) Subject to Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of Beneficiary therein; provided that Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure; (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto; and (m) Not, except as specifically authorized under the Secured Debt Documents, permit any of the Fixtures or Personalty to be removed at any time from the lands described in Exhibit A unless (i) the removed item is removed temporarily for maintenance and repair, (ii) if removed permanently, is replaced by an article of equal suitability and value, owned by Mortgagor, free and clear of any lien or security interest or (iii) such Fixtures or Personalty are removed in connection with the plugging and abandoning of wells, or abandonment of other facilities, in each case as permitted in the Credit Agreementsxx this Mortgage.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor’s own expense and subject to the terms of the Loan Documents: (a) Mortgagors shall 4.5.1. Maintain, develop and operate the Subject Interests in a good and workmanlike manner and will observe and comply in all material respects with all of the terms and provisions, express or implied, of all the Oil and Gas Leases relating in order to keep the Subject Interests Oil and Gas Leases in full force and effect so long as such the Oil and Gas Leases are capable of producing Hydrocarbons in paying commercial quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply 4.5.2. Comply in all material respects with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom and all applicable proration and conservation Laws of the jurisdictions in which the Mortgaged Property is located, and all applicable Laws, rules and regulations of every agency and authority from time to time constituted to regulate the development and operation of the Mortgaged Property and the production and sale of Hydrocarbons therefrom, except ; 4.5.3. Commence such development as may be reasonably necessary to the extent a failure prudent and economical operation of the Mortgaged Property, including such work as may be appropriate to so comply would not have a Material Adverse Effectprotect the Mortgaged Property from diminution in the production capacity thereof and against drainage of Hydrocarbons thereunder by reason of production on other Property; (c) Mortgagors shall, at 4.5.4. At all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto thereto, so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsbusiness of the Mortgagor and the failure to take such action shall not prejudice the interests of the Mortgagee; (d) Mortgagors shall 4.5.5. Not abandon or cease developing, maintaining, operating and producing Hydrocarbons from, or cause or permit its agent to abandon, or cease developing, maintaining, operating, and producing Hydrocarbons from, any producing Mortgaged Property without first having undertaken and completed all reasonably prudent measures under the circumstances to restore such producing Mortgaged Property to economic production, and then only if the aggregate projected future ad valorem and severance taxes and operating expenses with respect to said Mortgaged Property exceed the projected future gross revenues attributable thereto; 4.5.6. Cause the Mortgaged Property to be kept free and clear of all Liens liens, security interests, charges and encumbrances of every character, other than (i) Permitted Encumbrances; Liens, and (eii) Mortgagors shall comply with those hereafter consented to in writing by the terms of Mortgagee; provided that no intention to subordinate the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed first priority liens, security interests, and encumbrances granted in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have or for the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any benefit of the Mortgaged Property, and Mortgagee may, at its election, either apply all is hereby implied or any part expressed or is to be inferred by the permitted existence of the sums so collected toward payment of the Secured Indebtednessliens, whether security interests and encumbrances referred to in this Section 4.5.6 or not elsewhere herein; 4.5.7. Maintain or cause to be maintained insurance with such Secured Indebtedness, or any portion thereof, is then due and payableinsurers, in such manner amounts and covering such risks as Mortgagee may elect, or release same to Mortgagorsis required by the Credit Agreement; and (f) Mortgagors shall not 4.5.8. Not sell, leaseconvey, transfertrade, abandon exchange, pool or otherwise dispose of unitize any portion of the Mortgaged Property or any of Mortgagors' Mortgagor’s rights, titles titles, or interests therein or thereto, except as specifically permitted provided otherwise herein or in the Credit AgreementsAgreement; provided that with respect to Mortgaged Property which is operated by operators other than the Mortgagor or any Affiliate of the Mortgagor, the Mortgagor shall not be obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of the Mortgagor; and provided further, that the Mortgagor agrees to promptly take all commercially reasonable actions available to the Mortgagor under any operating agreement or otherwise to bring about the performance of any such undertaking required to be performed by such operators.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Each Mortgagor shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Each Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Each Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if such Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Each Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors Each Mortgagor shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors each Mortgagor hereby assign assigns to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors No Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' such Mortgagor’s rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor’s own expense and subject to the terms of the Loan Papers: (a) Mortgagors shall 4.5.1. Maintain, develop and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all the Oil and Gas Leases relating in order to keep the Subject Interests Oil and Gas Leases in full force and effect so long as such the Oil and Gas Leases are capable of producing Hydrocarbons in paying commercial quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply 4.5.2. Comply in all material respects with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom and all applicable proration and conservation Law of the jurisdictions in which the Mortgaged Property is located, and all applicable Law, rules and regulations of every agency and authority from time to time constituted to regulate the development and operation of the Mortgaged Property and the production and sale of Hydrocarbons therefrom, except ; 4.5.3. Commence such development as may be reasonably necessary to the extent a failure prudent and economical operation of the Mortgaged Property, including such work as may be appropriate to so comply would not have a Material Adverse Effectprotect the Mortgaged Property from diminution in the production capacity thereof and against drainage of Hydrocarbons thereunder by reason of production on other Properties; (c) Mortgagors shall, at 4.5.4. At all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto thereto, so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsbusiness of the Mortgagor, and that the failure to take such action will not prejudice the interests of the Mortgagee; (d) Mortgagors shall 4.5.5. Not abandon or cease developing, maintaining, operating and producing Hydrocarbons from, or cause or permit its agent to abandon, or cease developing, maintaining, operating, and producing Hydrocarbons from, any producing Mortgaged Property without first having undertaken and completed all reasonably prudent measures under the circumstances to restore such producing Mortgaged Property to economic production, and then only if the aggregate projected future ad valorem and severance taxes and operating expenses with respect to said Mortgaged Property exceed the projected future gross revenues attributable thereto; 4.5.6. Cause the Mortgaged Property to be kept free and clear of all Liens liens, security interests, charges and encumbrances of every character, other than (i) Permitted Encumbrances; Liens, and (eii) Mortgagors shall comply with those hereafter consented to in writing by the terms of Mortgagee; provided, that no intention to subordinate the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed first priority liens, security interests, and encumbrances granted in favor of and made payable the Mortgagee is hereby implied or expressed or is to Mortgagee, as its interest may appear. Mortgagee shall have be inferred by the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any permitted existence of the Mortgaged Propertyliens, security interests and Mortgagee may, at its election, either apply all encumbrances referred to in this Section 4.5.6 or any part of the sums so collected toward payment of the Secured Indebtedness, whether elsewhere herein; 4.5.7. Maintain or not cause to be maintained insurance with such Secured Indebtedness, or any portion thereof, is then due and payableinsurers, in such manner amounts and covering such risks as Mortgagee may elect, or release same to Mortgagorsis required by the Credit Agreement; and (f) Mortgagors shall not 4.5.8. Not sell, leaseconvey, transfertrade, abandon exchange, pool or otherwise dispose of unitize any portion of the Mortgaged Property or any of Mortgagors' Mortgagor’s rights, titles titles, or interests therein or thereto, except as specifically permitted in provided otherwise herein; provided, however, that with respect to Mortgaged Property which is operated by operators other than the Credit AgreementsMortgagor or any of its Affiliates, the Mortgagor shall not be obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of the Mortgagor; and provided further, that the Mortgagor agrees to promptly take all actions available to the Mortgagor under any operating agreement or otherwise to bring about the performance of any such undertaking required to be performed by such operators.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor’s own expense and subject to the terms of the Loan Papers: (a) Mortgagors shall observe 4.5.1. Maintain, develop and operate the Subject Interests in a good and workmanlike manner in accordance with good industry practices and will comply in all material respects with all of the terms and provisions, express or implied, of all the Oil and Gas Leases relating in order to keep the Subject Interests Oil and Gas Leases in full force and effect so long as such the Oil and Gas Leases are capable of producing Hydrocarbons in paying commercial quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply 4.5.2. Comply in all material respects with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom and all applicable proration and conservation Laws of the jurisdictions in which the Mortgaged Property is located, and all applicable Laws, rules and regulations of every agency and authority from time to time constituted to regulate the development and operation of the Mortgaged Property and the production and sale of Hydrocarbons therefrom, except to the extent a that the failure to so comply would not could reasonably be expected to have a Material Adverse Effect; (c) Mortgagors shall4.5.3. Commence such development as may be reasonably necessary to the prudent and economical operation of the Mortgaged Property, at including such work as may be appropriate to protect the Mortgaged Property from diminution in the production capacity thereof and against drainage of Hydrocarbons thereunder by reason of production on other Properties; 4.5.4. At all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto thereto, so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsbusiness of the Mortgagor; (d) Mortgagors shall 4.5.5. Not abandon or cease developing, maintaining, operating and producing Hydrocarbons from, or cause or permit its agent to abandon, or cease developing, maintaining, operating, and producing Hydrocarbons from, any producing Mortgaged Property without first having undertaken and completed all reasonably prudent measures under the circumstances to restore such producing Mortgaged Property to economic production, and then only if the aggregate projected future ad valorem and severance taxes and operating expenses with respect to said Mortgaged Property exceed the projected future gross revenues attributable thereto; 4.5.6. Cause the Mortgaged Property to be kept free and clear of all Liens liens, security interests, charges and encumbrances of every character, other than (i) Permitted Encumbrances; Liens, and (eii) Mortgagors shall comply with those hereafter consented to in writing by the terms of Mortgagee; provided, that no intention to subordinate the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed first priority liens, security interests, and encumbrances granted in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have or for the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any benefit of the Mortgaged Property, and Mortgagee may, at its election, either apply all is hereby implied or any part expressed or is to be inferred by the permitted existence of the sums so collected toward payment of the Secured Indebtednessliens, whether security interests and encumbrances referred to in this Section 4.5.6 or not elsewhere herein; 4.5.7. Maintain or cause to be maintained insurance with such Secured Indebtedness, or any portion thereof, is then due and payableinsurers, in such manner amounts and covering such risks as Mortgagee may elect, or release same to Mortgagorsis required by the Credit Agreement; and (f) Mortgagors shall not 4.5.8. Not sell, leaseconvey, transfertrade, abandon exchange, pool or otherwise dispose of unitize any portion of the Mortgaged Property or any of Mortgagors' Mortgagor’s rights, titles titles, or interests therein or thereto, except as specifically permitted provided otherwise herein or in the Credit AgreementsAgreement; provided, however, that with respect to Mortgaged Property which is operated by operators other than the Mortgagor, the Borrower or any Affiliate of either of them, the Mortgagor shall not be obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of the Mortgagor; and provided further, that the Mortgagor agrees to use commercially reasonable efforts under any operating agreement or otherwise to bring about the performance of any such undertaking required to be performed by such operators.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not, except in the ordinary course of the terms and provisionsbusiness, express abandon any well or impliedforfeit, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are surrender or release any Lease capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effectwithout the prior written consent of the Agent; (b) Mortgagors shall comply with Obtain and maintain all contracts required Permits and agreements applicable cause the lands described in Exhibit A to or relating to the Mortgaged Property or be maintained, developed, protected against drainage, and operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all timesrentals and royalties (including shut-in royalties) payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to expenses incurred in or arising from the operation or development of the Mortgaged Property not later than the due date thereof, or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item); (d) Cause the Operating Equipment to be kept in proper repair, working order good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, without the prior written consent of the Agent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which, in the Agent's reasonable opinion, are not such as to interfere materially with the terms development, operation or value of the Mortgaged Property and not such as to affect materially title thereto, (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize the Trustees' and the Agent's rights in and to the Mortgaged Property, (5) those liens permitted by each Section 8.2.3 of each of the Credit Agreements Agreements, and (6) those consented to in writing by the Agent; (f) Carry with financially sound and reputable insurance companies and in amounts satisfactory to the Agent the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name the Agent as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, the Agent as its interest may appear. Mortgagee , which proceeds are hereby assigned to the Agent, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, and Mortgagee mayor B) if there be an Event of Default existing, or which would exist but for due notice or lapse of time, or both, at its electionthe option of the Agent, either apply all for the above stated purpose or any part of toward the sums so collected toward payment of the Secured Indebtedness; (ii) the coverage of the Agent shall not be terminated, whether reduced or not such Secured Indebtednessaffected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or any portion thereof, is then due and payable, conditions in such manner as Mortgagee may electpolicy; (iii) no such insurance policy shall be canceled, endorsed, altered or release same reissued to Mortgagorseffect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given the Agent thirty (30) days prior written notice thereof; andand (iv) the Agent may, but shall not be obligated to, make premium payments to prevent any cancellation, endorsement, alteration or reissuance and such payments shall be accepted by the insurer to prevent same. The Agent shall be furnished with a certificate evidencing such coverage in form and content acceptable to the Agent. All policies to be maintained under this Mortgage are to be issued on forms and by companies and with endorsements acceptable to the Agent. Mortgagor shall maintain insurance in an amount sufficient to prevent Mortgagor from becoming a co-insurer under any policy required hereunder. If Mortgagor fails to maintain the level of insurance required under this Mortgage, then Mortgagor shall and hereby agrees to indemnify the Agent to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained; (fg) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose Furnish to the Agent as soon as possible and in any event within five (5) days after the occurrence from time to time of any portion change in the address of Mortgagor's location (as described on the signature page hereto) or in the name of Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify the Agent in writing as soon as possible and in any event within five (5) days after it shall become aware of Mortgagorsthe occurrence of any Event of Default under Section 5.1 or any event which, with notice, the passage of time or both would be such an Event of Default; (j) Appear and defend, with counsel acceptable to the Agent in its reasonable discretion2, and hold the Agent harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of the Agent or any of the Trustees under the Security Documents, and all costs and expenses incurred by the Agent in protecting its interests hereunder in such an event (including all court costs and attorneys' rightsfees) shall be borne by Mortgagor; (k) Subject to Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of the Trustees, the Agent or the other Lender Parties therein; provided that the Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure. (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto, except as specifically permitted in the Credit Agreements.; and

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Mortgagor shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted EncumbrancesEncumbrances and Immaterial Title Deficiencies; (e) Mortgagors Mortgagor shall comply with the terms Section 5.04 of the Credit Agreements Agreement with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appearCollateral Agent for the benefit of the Secured Parties. Mortgagee Mortgagee, for the benefit of the Secured Parties, shall have the right to collect, and Mortgagors Mortgagor hereby assign assigns to MortgageeMortgagee for the benefit of the Secured Parties, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply for the benefit of the Secured Parties all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsMortgagor; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor's rights, titles or interests therein or thereto, except as specifically permitted in the Credit AgreementsAgreement.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not abandon any well or forfeit, surrender or release any Lease, except that Mortgagor may, in the ordinary course of the terms business, (i) plug and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are abandon any well no longer capable of producing Hydrocarbons in paying quantities, except where (ii) surrender or release any Lease or a portion thereof so long as no well capable of producing Hydrocarbons in paying quantities is located on such failure Lease or a portion thereof or production from any such well is attributed to comply would not have such Lease or a Material Adverse Effectportion thereof, (iii) surrender or release any Lease or a portion thereof on which no producing well has ever been drilled or which has never been held by production from another well unless Proven Reserves (as defined in any Secured Debt Document) are attributed to such Lease or a portion thereof and (iv) abandon, forfeit, surrender or release any other portion of the Mortgaged Property to the extent permitted under the then existing Secured Debt Documents; (b) Mortgagors shall comply Obtain and maintain all required Permits and cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and consistent with industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; and plug and abandon xxxxx no longer capable of producing Hydrocarbons in paying quantities in accordance with all contracts Applicable Laws, Legal Requirements and agreements the terms and conditions of applicable to or relating to Leases; and remediate the Mortgaged Property or lands described in Exhibit A and facilities located thereon in accordance with all Applicable Laws, Legal Requirements and the production terms and sale conditions of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effectapplicable Leases; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all times, take reasonable steps to maintain, preserve rentals and keep all Operating Equipment used with royalties (including shut-in royalties) payable in respect to of the Mortgaged Property (other than rentals under Leases that are surrendered pursuant to the foregoing Section 3.4(a)), and all expenses incurred in proper repairor arising from the operation or development of the Mortgaged Property not later than the due date thereof, working order or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item) except as to such matters which are being contested by Mortgagor in good faith; (d) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, except as permitted under the Secured Debt Documents, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Secured Debt Documents, with, respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are customarily viewed in the industry as not interfering materially with the terms development, operation or value of the Credit Agreements Mortgaged Property and not such as to affect materially title thereto, and (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize Beneficiary's rights in and to the Mortgaged Property; (f) Carry with financially sound and reputable insurance companies and in amounts as is customary in the industry or as otherwise required pursuant to the Secured Debt Documents, the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in, the same general areas in which the Mortgaged Property, is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be -------- provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name Beneficiary as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, Beneficiary as its interest may appear. Mortgagee , which proceeds are hereby assigned to Beneficiary, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, and Mortgagee mayor B) if there be an Event of Default existing, at its electionor which would exist but for due notice or lapse of time, or both, in accordance with the provisions of the Collateral Trust Agreement, either apply all for the above stated purpose or any part of toward the sums so collected toward payment of the Secured Indebtedness; (ii) the coverage of Beneficiary shall not be terminated, whether reduced or not such Secured Indebtednessaffected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or any portion thereof, is then due and payable, conditions in such manner as Mortgagee may electpolicy; (iii) no such insurance policy shall be canceled, endorsed, altered or release same reissued to Mortgagorseffect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given Beneficiary and each Secured Debt Representative thirty (30) days prior written notice thereof; and and (fiv) Mortgagors Beneficiary may, but shall not sellbe obligated to, leasemake premium payments to prevent any cancellation, transferendorsement, abandon alteration or otherwise dispose of any portion of re-issuance and such payments shall be accepted by the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.insurer to prevent the

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor’s own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired the Mortgagor’s rights in the Mortgaged Property and, except as otherwise permitted by the Credit Agreement, not, except in the ordinary course of business, abandon any well or forfeit, surrender or release any oil and comply with all of gas lease or any rights in the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are Mortgaged Property capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effectwithout the prior written consent of the Administrative Agent; (b) Mortgagors shall comply with Obtain and maintain all contracts required Permits where failure to do so could reasonably be expected to have a Material Adverse Effect and agreements applicable cause the lands described in Exhibit A to or relating to the Mortgaged Property or be maintained, developed, protected against drainage, and continuously operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a and in accordance with generally accepted practices, applicable operating agreements, and all applicable federal, state and local laws, rules and regulations, excepting those being contested in good faith, where failure to do so comply would not could reasonably be expected to have a Material Adverse Effect; (c) Mortgagors shallCause to be paid, at promptly as and when due and payable, all timesrentals (except as to non-producing oil and gas leases surrendered in the ordinary course of business) and royalties (including shut-in royalties) payable in respect of the Mortgaged Property, take reasonable steps to maintainand all expenses incurred in or arising from the operation or development of the Mortgaged Property, preserve and keep all except those contested in good faith, or that total individually or in the aggregate less than $25,000; (d) Cause the Operating Equipment used with respect to the Mortgaged Property be kept in proper repair, working order good and conditioneffective operating condition (ordinary wear and tear excepted), and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times Hydrocarbons from the lands described in Exhibit A, to be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestspromptly made; (de) Mortgagors shall cause Cause the Mortgaged Property to be kept free and clear of all Liens liens, charges and encumbrances of every character, other than Permitted Encumbrances; (e1) Mortgagors shall comply with the terms lien and security interest hereof, (2) those liens permitted by Section 8.2.3 of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses Agreement, (3) taxes constituting a lien but not due and payable, (4) defects or provisions irregularities in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collecttitle, and Mortgagors hereby assign liens, charges or encumbrances, which are not such as to Mortgageeinterfere materially with the development, any operation or value of the Mortgaged Property and all monies that may become payable under any not such policies as to affect materially title thereto, (5) those set forth or referred to in Exhibit A, (6) those being contested by the Mortgagor in good faith in such manner as not to jeopardize the rights of insurance by reason of damage, loss or destruction of any of the Administrative Agent and the other Lender Parties in and to the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of (7) those consented to in writing by the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; andAdministrative Agent; (f) Mortgagors shall not sellCarry with financially sound and reputable insurance companies and in amounts reasonably satisfactory to the Administrative Agent the following insurance: (1) workmen’s compensation insurance and public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death of or injury to an employee or third person, leaseor damage to or destruction of another’s property; and (2) to the extent such insurance is carried by others engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, transferinsurance in respect of the Operating Equipment, abandon against loss or otherwise dispose damage by fire, lightning, hail, tornado, explosion and other similar risks; (g) Furnish to the Administrative Agent as soon as possible and in any event within five (5) days after the occurrence from time to time of any portion change in the address of the Mortgagor’s location (as described on the signature page hereto) or in the name of the Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof except where to do so could not be reasonably expected to have a Material Adverse Effect; (i) Notify the Administrative Agent in writing as soon as possible and in any event within five (5) days after it shall become aware of Mortgagors' rightsthe occurrence of any event of default under Section 4.1 or any event which, titles with notice, the passage of time or interests therein both would be such an event of default; and (j) Appear in and defend, with counsel acceptable to the Administrative Agent in its sole discretion, any action or theretoproceeding purporting to affect the security hereof or the rights or powers of the Administrative Agent or the other Lender Parties hereunder; and pay all costs and expenses, except as specifically permitted including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which the Credit AgreementsAdministrative Agent or the other Lender Parties may appear.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgagor’s Mortgaged Property, the Mortgagor shall, at its own expense: (a) Mortgagors shall observe and comply with 2.5.1 do all of things necessary to keep unimpaired the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons Mortgagor’s rights in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefromnot, except (i) in the ordinary course of business or (ii) to the extent a failure to so comply would not have a Material Adverse Effect; expressly provided in the Credit Agreement, (cx) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used enter into any operating agreement with respect to the Mortgaged Property Property, (y) abandon any well, or (z) forfeit, surrender or release any oil and gas lease or any rights in proper repairthe Mortgaged Property, working order and conditionwithout the prior written consent of the Trustee; 2.5.2 cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and make continuously operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices, applicable operating agreements, and all necessary applicable federal, state and local laws, rules and regulations, excepting those being contested in good faith; 2.5.3 cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or appropriate arising from the operation or development of the Mortgaged Property; 2.5.4 cause the Operating Equipment to be kept in good and effective operating condition and all repairs, renewals, renovations, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times Hydrocarbons from the lands described in Exhibit A, to be properly preserved and maintained, except where such failure to comply promptly made as would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsprudent operator; (d) Mortgagors shall 2.5.5 cause the Mortgaged Property to be kept free and clear of all Liens liens, charges and encumbrances of every character, other than Permitted Encumbrances; (e1) Mortgagors shall comply the lien and security interest hereof, (2) taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are not such as to interfere materially with the terms development, operation or value of the Credit Agreements with respect Mortgaged Property and not such as to maintenance of insurance. All loss payable clauses affect materially title thereto, (4) those set forth or provisions referred to in said policy or policies shall be endorsed Exhibit A, (5) those being contested by the Mortgagor in favor of good faith in such manner as not to jeopardize the Trustee’s and made payable the Lenders’ rights in and to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, (b) other Permitted Encumbrances and Mortgagee may, at its election, either apply all or any part of (7) those consented to in writing by the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsAdministrative Agent; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of 2.5.6 carry insurance with financially sound and reputable insurance companies and in amounts and covering such risks as are in accordance with normal industry practice for companies engaged in similar businesses and owning similar properties in the same general areas in which the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreementsis located.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgagor’s Mortgaged Property, the Mortgagor shall, at its own expense: (a) Mortgagors shall observe and comply with 2.5.1 do all of things necessary to keep unimpaired the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons Mortgagor’s rights in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefromnot, except (i) in the ordinary course of business or (ii) to the extent a failure to so comply would not have a Material Adverse Effect; expressly provided in the Credit Agreement, (cx) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used enter into any operating agreement with respect to the Mortgaged Property Property, (y) abandon any well, or (z) forfeit, surrender or release any oil and gas lease or any rights in proper repairthe Mortgaged Property, working order and conditionwithout the prior written consent of the Administrative Agent; 2.5.2 cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and make continuously operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices, applicable operating agreements, and all necessary applicable federal, state and local laws, rules and regulations, excepting those being contested in good faith; Exhibit F 2.5.3 cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or appropriate arising from the operation or development of the Mortgaged Property; 2.5.4 cause the Operating Equipment to be kept in good and effective operating condition and all repairs, renewals, renovations, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times Hydrocarbons from the lands described in Exhibit A, to be properly preserved and maintained, except where such failure to comply promptly made as would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsprudent operator; (d) Mortgagors shall 2.5.5 cause the Mortgaged Property to be kept free and clear of all Liens liens, charges and encumbrances of every character, other than Permitted Encumbrances; (e1) Mortgagors shall comply the lien and security interest hereof, (2) taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are not such as to interfere materially with the terms development, operation or value of the Credit Agreements with respect Mortgaged Property and not such as to maintenance of insurance. All loss payable clauses affect materially title thereto, (4) those set forth or provisions referred to in said policy or policies shall be endorsed Exhibit A, (5) those being contested by the Mortgagor in favor of good faith in such manner as not to jeopardize the Trustee’s and made payable the Lenders’ rights in and to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, (6) other Permitted Encumbrances, (7) liens and Mortgagee may, at its election, either apply all or any part of security interest securing the sums so collected toward payment of First Lien Facility and (8) those consented to in writing by the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsAdministrative Agent; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of 2.5.6 carry insurance with financially sound and reputable insurance companies and in amounts and covering such risks as are in accordance with normal industry practice for companies engaged in similar businesses and owning similar properties in the same general areas in which the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreementsis located.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors To the extent that Mortgagor is the Operator of the Subject Interests, Mortgagor shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors To the extent that Mortgagor is the Operator of the Subject Interests, Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors To the extent that Mortgagor is the Operator of the Subject Interests, Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors Mortgagor shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors Mortgagor hereby assign assigns to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor's rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Mortgagor shall observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors Mortgagor shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors Mortgagor hereby assign assigns to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsMortgagor; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor's rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not, except in the ordinary course of the terms and provisionsbusiness, express abandon any well or impliedforfeit, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are surrender or release any Lease capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effectwithout the prior written consent of the Agent; (b) Mortgagors shall comply with Obtain and maintain all contracts required Permits and agreements applicable cause the lands described in Exhibit A to or relating to the Mortgaged Property or be maintained, developed, protected against drainage, and operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all timesrentals and royalties (including shut-in royalties) payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to expenses incurred in or arising from the operation or development of the Mortgaged Property not later than the due date thereof, or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item); (d) Cause the Operating Equipment to be kept in proper repair, working order good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, without the prior written consent of the Agent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which, in the Agent's reasonable opinion, are not such as to interfere materially with the terms development, operation or value of the Mortgaged Property and not such as to affect materially title thereto, (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize the Trustees' and the Agent's rights in and to the Mortgaged Property, (5) those liens permitted by each Section 8.2.3 of each of the Credit Agreements Agreements, and (6) those consented to in writing by the Agent; (f) Carry with financially sound and reputable insurance companies and in amounts satisfactory to the Agent the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name the Agent as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, the Agent as its interest may appear. Mortgagee , which proceeds are hereby assigned to the Agent, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, or B) if there be an Event of Default existing, or which would exist but for due notice or lapse of time, or both, at the option of the Agent, either for the above stated purpose or toward the payment of the Indebtedness; (ii) the coverage of the Agent shall not be terminated, reduced or affected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or conditions in such policy; (iii) no such insurance policy shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason and Mortgagee to any extent whatsoever unless such insurer shall have first given the Agent thirty (30) days prior written notice thereof; and (iv) the Agent may, at its electionbut shall not be obligated to, either apply all make premium payments to prevent any cancellation, endorsement, alteration or reissuance and such payments shall be accepted by the insurer to prevent same. The Agent shall be furnished with a certificate evidencing such coverage in form and content acceptable to the Agent. All policies to be maintained under this Mortgage are to be issued on forms and by companies and with endorsements acceptable to the Agent. Mortgagor shall maintain insurance in an amount sufficient to prevent Mortgagor from becoming a co-insurer under any policy required hereunder. If Mortgagor fails to maintain the level of insurance required under this Mortgage, then Mortgagor shall and hereby agrees to indemnify the Agent to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained; (g) Furnish to the Agent as soon as possible and in any event within five (5) days after the occurrence from time to time of any change in the address of Mortgagor's location (as described on the signature page hereto) or in the name of Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify the Agent in writing as soon as possible and in any event within five (5) days after it shall become aware of the sums so collected toward payment occurrence of any Event of Default under Section 5.1 or any event which, with notice, the passage of time or both would be such an Event of Default; (j) Appear and defend, and hold the Agent harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of the Secured Indebtedness, whether or not such Secured Indebtedness, Agent or any portion thereofof the Trustees under the Security Documents, and all costs and expenses incurred by the Agent in protecting its interests hereunder in such an event (including all court costs and attorneys' fees) shall be borne by Mortgagor; provided, that such defense: (1) shall be provided by a lawyer or law firm listed on a schedule delivered to and approved in writing by the Agent, from time to time (the "Approved Counsel List"), and (2) if the amount in controversy in such action, proceeding or claim is then due and payablein excess of $2,500,000 in actual or compensatory damages and/or liquidated damages (or is reasonably believed to exceed such amount if the demand involves unliquidated damages), such law firm shall be approved by the Agent, in such manner as Mortgagee may electits reasonable discretion, for that particular action, proceeding or release same claim. As to Mortgagors; and (f) Mortgagors shall not sellactions, lease, transfer, abandon proceedings or otherwise dispose of any claims involving a portion of the Mortgaged Property in which Mortgagor or a Subsidiary of Mortgagor is not the operator and with respect to which Mortgagor does not have a majority net revenue interest and/or working interest, Mortgagor may elect, in its reasonable judgment, to allow counsel for the operator to appear for, and defend Mortgagor in such matter, in which case, selection of counsel by the operator shall not be governed by this Section 3.4 (j); and further provided, that nothing herein shall restrict or limit the right of the Agent, the Trustees or the Lenders to select its or their own counsel to defend, at Mortgagor's cost and expense, any action proceeding or claim in which any of Mortgagors' rightsthem are named as parties; (k) Subject to Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of the Trustees, the Agent or the other Lender Parties therein; provided that the Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure; (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto; and (m) Not, without the prior written consent of the Agent, permit any of the Fixtures or Personalty to be removed at any time from the lands described in Exhibit A unless (i) the removed item is removed temporarily for maintenance and repair, (ii) if removed permanently, is replaced by an article of equal suitability and value, owned by Mortgagor, free and clear of any lien or security interest except such as specifically permitted may be first approved in writing by the Credit AgreementsAgent or (iii) such Fixtures or Personalty are removed in connection with the plugging and abandoning of wells, or abandonment of other facilities, in each case as xxxxitted by this Mortgage.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not abandon any well or forfeit, surrender or release any Lease, except that Mortgagor may, in the ordinary course of the terms business, (i) plug and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are abandon any well no longer capable of producing Hydrocarbons in paying quantities, except where (ii) surrender or release any Lease or a portion thereof so long as no well capable of producing Hydrocarbons in paying quantities is located on such failure Lease or a portion thereof or production from any such well is attributed to comply would not have such Lease or a Material Adverse Effectportion thereof, (iii) surrender or release any Lease or a portion thereof on which no producing well has ever been drilled or which has never been held by production from another well unless Proven Reserves (as defined in any Secured Debt Document) are attributed to such Lease or a portion thereof and (iv) abandon, forfeit, surrender or release any other portion of the Mortgaged Property to the extent permitted under all of the then existing Secured Debt Documents; (b) Mortgagors shall comply Obtain and maintain all required Permits and cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and consistent with industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; and plug and abandon wells no longer capable of producing Hydrocarbons in paying quantitixx xx accordance with all contracts Applicable Laws, Legal Requirements and agreements the terms and conditions of applicable to or relating to Leases; and remediate the Mortgaged Property or lands described in Exhibit A and facilities located thereon in accordance with all Applicable Laws, Legal Requirements and the production terms and sale conditions of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effectapplicable Leases; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all times, take reasonable steps to maintain, preserve rentals and keep all Operating Equipment used with royalties (including shut-in royalties) payable in respect to of the Mortgaged Property (other than rentals under Leases that are surrendered pursuant to the foregoing Section 2.4(a)), and all expenses incurred in proper repairor arising from the operation or development of the Mortgaged Property not later than the due date thereof, working order or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item) except as to such matters which are being contested by Mortgagor in good faith; (d) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, except as permitted under the Secured Debt Documents, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Secured Debt Documents, with, respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are customarily viewed in the industry as not interfering materially with the terms development, operation or value of the Credit Agreements Mortgaged Property and not such as to affect materially title thereto, and (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize Mortgagee's rights in and to the Mortgaged Property; (f) Carry with financially sound and reputable insurance companies and in amounts as is customary in the industry or as otherwise required pursuant to the Secured Debt Documents, the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in, the same general areas in which the Mortgaged Property, is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name Mortgagee as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, Mortgagee as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors which proceeds are hereby assign assigned to Mortgagee, any and all monies it being agreed by Mortgagor that may become payable under any such policies payments shall be applied A) if there be no Event of insurance by reason Default existing or which would exist but for due notice or lapse of damagetime, loss or destruction of any both, to the restoration, repair or replacement of the Mortgaged Property, or B) if there be an Event of Default existing, or which would exist but for due notice or lapse of time, or both, in accordance with the provisions of the Collateral Trust Agreement, either for the above stated purpose or toward the payment of the Indebtedness; (ii) the coverage of Mortgagee shall not be terminated, reduced or affected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or conditions in such policy; (iii) no such insurance policy shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given Mortgagee and each Secured Debt Representative thirty (30) days prior written notice thereof; and (iv) Mortgagee may, at its electionbut shall not be obligated to, either apply all make premium payments to prevent any cancellation, endorsement, alteration or re-issuance and such payments shall be accepted by the insurer to prevent the same. Mortgagee and each Secured Debt Representative shall be furnished with a certificate evidencing such coverage in form and content comparable to coverage typically provided in the industry. All policies to be maintained under this instrument are to be issued on forms and by companies and with endorsements as are customary in the industry. Mortgagor shall maintain insurance in an amount sufficient to prevent Mortgagor from becoming a co-insurer under any part policy required hereunder. If Mortgagor fails to maintain the level of insurance required under this instrument, then Mortgagor shall and hereby agrees to indemnify Mortgagee to the sums so collected toward payment of the Secured Indebtedness, whether or not extent that a casualty occurs and insurance proceeds would have been available had such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; andinsurance been maintained; (fg) Mortgagors shall not sellFurnish to Mortgagee and each Secured Debt Representative, lease, transfer, abandon or otherwise dispose as soon as possible and in any event within five (5) days after the occurrence from time to time of any portion change in the address of Mortgagor's location (as described on the signature page hereto) or in the name of Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify Mortgagee and each Secured Debt Representative in writing, as soon as possible and in any event within five (5) days after it shall become aware of Mortgagorsthe occurrence of any Event of Default or any event which, with notice, the passage of time or both would be such an Event of Default; (j) Appear and defend, and hold Mortgagee and any Secured Debtholder harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of Mortgagee or Secured Debtholders under the Secured Debt Documents, and all costs and expenses incurred by Mortgagee or any Secured Debtholder in protecting its interests hereunder in such an event (including all court costs and attorneys' rightsfees) shall be borne by Mortgagor; (k) Subject to Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of Mortgagee therein; provided that Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure; (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto; and (m) Not, except as specifically permitted authorized under the Secured Debt Documents, permit any of the Fixtures or Personalty to be removed at any time from the lands described in Exhibit A unless (i) the Credit Agreementsremoved item is removed temporarily for maintenance and repair, (ii) if removed permanently, is replaced by an article of equal suitability and value, owned by Mortgagor, free and clear of any lien or security interest or (iii) such Fixtures or Personalty are removed in connection with the plugging and abandoning of wells, or abandonment of other facilities, in each case as perxxxxxd by this instrument.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not abandon any well or forfeit, surrender or release any Lease, except that Mortgagor may, in the ordinary course of the terms business, (i) plug and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are abandon any well no longer capable of producing Hydrocarbons in paying quantities, except where (ii) surrender or release any Lease or a portion thereof so long as no well capable of producing Hydrocarbons in paying quantities is located on such failure Lease or a portion thereof or production from any such well is attributed to comply would not have such Lease or a Material Adverse Effectportion thereof, (iii) surrender or release any Lease or a portion thereof on which no producing well has ever been drilled or which has never been held by production from another well unless Proven Reserves (as defined in any Secured Debt Document) are attributed to such Lease or a portion thereof and (iv) abandon, forfeit, surrender or release any other portion of the Mortgaged Property to the extent permitted under the then existing Secured Debt Documents; (b) Mortgagors shall comply Obtain and maintain all required Permits and cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator, and consistent with industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; and plug and abandon xxxxx no longer capable of producing Hydrocarbons in paying quantities in accordance with all contracts Applicable Laws, Legal Requirements and agreements the terms and conditions of applicable to or relating to Leases; and remediate the Mortgaged Property or lands described in Exhibit A and facilities located thereon in accordance with all Applicable Laws, Legal Requirements and the production terms and sale conditions of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effectapplicable Leases; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all times, take reasonable steps to maintain, preserve rentals and keep all Operating Equipment used with royalties (including shut-in royalties) payable in respect to of the Mortgaged Property (other than rentals under Leases that are surrendered pursuant to the foregoing Section 3.4(a)), and all expenses incurred in proper repairor arising from the operation or development of the Mortgaged Property not later than the due date thereof, working order or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item) except as to such matters which are being contested by Mortgagor in good faith; (d) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, except as permitted under the Secured Debt Documents, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Secured Debt Documents, with, respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are customarily viewed in the industry as not interfering materially with the terms development, operation or value of the Credit Agreements Mortgaged Property and not such as to affect materially title thereto, and (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize Beneficiary's rights in and to the Mortgaged Property; (f) Carry with financially sound and reputable insurance companies and in amounts as is customary in the industry or as otherwise required pursuant to the Secured Debt Documents, the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in, the same general areas in which the Mortgaged Property, is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be -------- provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name Beneficiary as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, Beneficiary as its interest may appear. Mortgagee , which proceeds are hereby assigned to Beneficiary, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, and Mortgagee mayor B) if there be an Event of Default existing, at its electionor which would exist but for due notice or lapse of time, or both, in accordance with the provisions of the Collateral Trust Agreement, either apply all for the above stated purpose or any part of toward the sums so collected toward payment of the Secured Indebtedness; (ii) the coverage of Beneficiary shall not be terminated, whether reduced or not such Secured Indebtednessaffected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or any portion thereof, is then due and payable, conditions in such manner as Mortgagee may electpolicy; (iii) no such insurance policy shall be canceled, endorsed, altered or release same reissued to Mortgagors; and effect a change in coverage for any reason and to any extent whatsoever unless such insurer shall have first given Beneficiary and each Secured Debt Representative thirty (f30) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.days prior written

Operation of the Mortgaged Property. So Subject to Section 2.5 hereof, so long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, the Mortgagor shall, at the Mortgagor’s own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired the Mortgagor’s rights in the Mortgaged Property and comply with all not, except in the ordinary course of business, abandon any well without the prior written consent of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse EffectLender; (b) Mortgagors shall comply with all contracts Cause the Lands described in Exhibit A to be maintained, developed, protected against drainage, and agreements applicable to or relating to the Mortgaged Property or continuously operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a reasonably prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted practices, applicable operating agreements, and all applicable federal, state and local laws, rules and regulations, excepting those being contested in good faith and by appropriate proceedings; (c) Mortgagors shallCause to be paid, at promptly as and when due and payable, all timesrentals and royalties payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to expenses incurred in or arising from the operation or development of the Mortgaged Property (except as contested in proper repair, working order good faith and by appropriate judicial or other proceedings); (d) Cause the Operating Equipment to be kept in good and effective operating condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto thereof or thereto, so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, improved if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestsbusiness of the Mortgagor, and that the failure to take such action will not prejudice the interests of the Lender; (de) Mortgagors shall cause Cause the Mortgaged Property to be kept free and clear of all Liens of every character, other than Permitted EncumbrancesLiens permitted by the Loan Agreement; (ef) Mortgagors shall comply Maintain or cause to be maintained insurance in accordance with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsLoan Agreement; and (fg) Mortgagors shall not Shall not, without the prior written consent of the Lender, sell, lease, transfer, abandon deal with or otherwise dispose of any portion of Hydrocarbons, now or hereafter owned by the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted Mortgagor other than in the Credit Agreementsordinary course of business now conducted by the Mortgagor.

Operation of the Mortgaged Property. So As long as the Secured --------------------------------------- Indebtedness secured indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor's own reasonable expense: (a) Mortgagors shall observe Do all commercially reasonable things necessary to keep unimpaired the Mortgagor's rights in the Mortgaged Property and comply with all not, except in the ordinary course of business, forfeit, surrender or release any rights in the Mortgaged Property, without the prior written consent of the terms Trustee and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse EffectAgent; (b) Mortgagors shall comply with Cause to be paid, promptly as and when due and payable, all contracts rentals, if applicable, payable in respect of the Mortgaged Property, and agreements applicable all expenses incurred in or arising from the operation of the Mortgaged Property except for those amounts being contested by the Mortgagor in good faith in such manner as not to or relating jeopardize the rights of the Trustee, the Agent and the other Lenders in and to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse EffectProperty; (c) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause Cause the Mortgaged Property to be kept free and clear of all Liens liens, charges and encumbrances of every character, other than Permitted EncumbrancesLiens (as defined in the Credit Agreement); (ed) Mortgagors shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses Not initiate or provisions acquiesce in said policy any change in any material zoning or policies shall be endorsed other land use or classification now or hereafter in favor of effect and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of affecting the Mortgaged Property or any part thereof; and (e) Appear in and defend, with counsel acceptable to the Agent in its reasonable discretion, any action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagorsthe Trustee, the Agent or the other Lenders; and pay all costs and expenses, including cost of evidence of title and attorneys' rightsfees in a reasonable sum, titles in any such action or interests therein proceeding in which the Trustee, the Agent or thereto, except as specifically permitted in the Credit Agreementsother Lenders may appear.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of any particular part of the Mortgaged Property, the Mortgagor shall, at the Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired the Mortgagor's rights in the Mortgaged Property and comply with all not, except in the ordinary course of the terms and provisionsbusiness, express abandon any well or impliedforfeit, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are surrender or release any Lease capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effectwithout the prior written consent of the Agent; (b) Mortgagors shall comply with Obtain and maintain all contracts required Permits and agreements applicable cause the lands described in Exhibit A to or relating to the Mortgaged Property or be maintained, developed, protected against drainage, and continuously operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all timesrentals and royalties (including shut-in royalties) payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to expenses incurred in or arising from the operation or development of the Mortgaged Property not later than the due date thereof, or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item); (d) Cause the Operating Equipment to be kept in proper repair, working order good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, without the prior written consent of the Agent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which, in the Agent's reasonable opinion, are not such as to interfere materially with the terms development, operation or value of the Mortgaged Property and not such as to affect materially title thereto, (4) those being contested by the Mortgagor in good faith in such manner as not to jeopardize the Agent's rights in and to the Mortgaged Property, (5) those liens permitted by each Section 8.2.3 of each of the Credit Agreements Agreements, and (6) those consented to in writing by the Agent; (f) Carry with financially sound and reputable insurance companies and in amounts satisfactory to the Agent the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name the Agent as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds will be endorsed in favor of and made payable to Mortgagee, the Agent as its interest may appear. Mortgagee , which proceeds are hereby assigned to the Agent, it being agreed by the Mortgagor that such payments shall have be applied A) if there be no event of default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, or B) if there be an event of default existing, or which would exist but for due notice or lapse of time, or both, at the option of the Agent, either for the above stated purpose or toward the payment of the Indebtedness; (ii) the coverage of the Agent shall not be terminated, reduced or affected in any manner regardless of any breach or violation by the Mortgagor of any warranties, declarations or conditions in such policy; (iii) no such insurance policy shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason and Mortgagee to any extent whatsoever unless such insurer shall have first given the Agent thirty (30) days prior written notice thereof; and (iv) the Agent may, at its electionbut shall not be obligated to, either apply all make premium payments to prevent any cancellation, endorsement, alteration or reissuance and such payments shall be accepted by the insurer to prevent same. The Agent shall be furnished with a certificate evidencing such coverage in form and content acceptable to the Agent. All policies to be maintained under this instrument are to be issued on forms and by companies and with endorsements acceptable to the Agent. The Mortgagor shall maintain insurance in an amount sufficient to prevent the Mortgagor from becoming a co-insurer under any policy required hereunder. If the Mortgagor fails to maintain the level of insurance required under this instrument, then the Mortgagor shall and hereby agrees to indemnify the Agent to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained; (g) Furnish to the Agent as soon as possible and in any event within five (5) days after the occurrence from time to time of any change in the address of the Mortgagor's location (as described on the signature page hereto) or in the name of the Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify the Agent in writing as soon as possible and in any event within five (5) days after it shall become aware of the sums so collected toward payment occurrence of any event of default under Section 4.1 or any event which, with notice, the passage of time or both would be such an event of default; (j) Appear and defend, with counsel acceptable to the Agent in its reasonable discretion, and hold the Agent harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of the Secured IndebtednessAgent under the Security Documents, whether and all costs and expenses incurred by the Agent in protecting its interests hereunder in such an event (including all court costs and attorneys' fees) shall be borne by the Mortgagor; provided, that such defense: (1) shall be provided by a lawyer or not law firm listed on a schedule delivered to and approved in writing by the Agent, from time to time (the "Approved Counsel List"), and (2) if the amount in controversy in such Secured Indebtednessaction, proceeding or any portion thereofclaim is in excess of $2,500,000 in actual or compensatory damages and/or liquidated damages (or is reasonably believed to exceed such amount if the demand involves unliquidated damages), is then due and payablesuch law firm shall be approved by the Agent, in such manner as Mortgagee may electits reasonable discretion, for that particular action, proceeding or release same claim. As to Mortgagors; and (f) Mortgagors shall not sellactions, lease, transfer, abandon proceedings or otherwise dispose of any claims involving a portion of the Mortgaged Property in which Mortgagor or a Subsidiary of Mortgagor is not the operator and with respect to which Mortgagor does not have a majority net revenue interest and/or working interest, Mortgagor may elect, in its reasonable judgment, to allow counsel for the operator to appear for, and defend Mortgagor in such matter, in which case, selection of counsel by the operator shall not be governed by this Section 2.4 (j); and further provided, that nothing herein shall restrict or limit the right of the Agent or the Lenders to select its or their own counsel to defend, at Mortgagor's cost and expense, any action proceeding or claim in which any of Mortgagors' rightsthem are named as parties; (k) Subject to the Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of the Agent or the other Lender Parties therein; provided that the Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure; (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto; and (m) Not, without the prior written consent of the Agent, permit any of the Fixtures or Personalty to be removed at any time from the lands described in Exhibit A unless (i) the removed item is removed temporarily for maintenance and repair, (ii) if removed permanently, is replaced by an article of equal suitability and value, owned by the Mortgagor, free and clear of any lien or security interest except such as specifically permitted may be first approved in writing by the Credit AgreementsAgent or (iii) such Fixtures or Personalty are removed in connection with the plugging and abandoning of wells, or abandonment of other facilities, in each case as pxxxxxted by this Mortgage.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of any particular part of the Mortgaged Property, Mortgagor shall, at Mortgagor's own expense: (a) Mortgagors shall observe Do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Property and comply with all not, except in the ordinary course of the terms and provisionsbusiness, express abandon any well or impliedforfeit, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are surrender or release any Lease capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effectwithout the prior written consent of the Agent; (b) Mortgagors shall comply with Obtain and maintain all contracts required Permits and agreements applicable cause the lands described in Exhibit A to or relating to the Mortgaged Property or be maintained, developed, protected against drainage, and operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted industry practices, Joint Operating Agreements, and all Applicable Laws, excepting those being contested in good faith; (c) Mortgagors shallDuly pay and discharge, at or cause to be paid and discharged, promptly as and when due and payable, all timesrentals and royalties (including shut-in royalties) payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to expenses incurred in or arising from the operation or development of the Mortgaged Property not later than the due date thereof, or the day any fine, penalty, interest or cost may be added thereto or imposed, or the day any lien may be filed, for the non-payment thereof (if such day is used to determine the due date of the respective item); (d) Cause the Operating Equipment to be kept in proper repair, working order good and effective operating condition, ordinary wear and make tear excepted, and all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, needful to the efficiency production of such Operating Equipment shall at all times be properly preserved and maintainedHydrocarbons from the lands described in Exhibit A, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrancespromptly made; (e) Mortgagors shall comply Not, without the prior written consent of the Agent, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to all or any portion of the Mortgaged Property, the Leases or the Rents and Revenues other than (1) the Permitted Encumbrances, (2) Taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which, in the Agent's reasonable opinion, are not such as to interfere materially with the terms development, operation or value of the Mortgaged Property and not such as to affect materially title thereto, (4) those being contested by Mortgagor in good faith in such manner as not to jeopardize the Trustees' and the Agent's rights in and to the Mortgaged Property, (5) those liens permitted by each Section 8.2.3 of each of the Credit Agreements Agreements, and (6) those consented to in writing by the Agent; (f) Carry with financially sound and reputable insurance companies and in amounts satisfactory to the Agent the following insurance: (1) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur personal liability for the death of or injury to maintenance an employee or third person, or damage to or destruction of insuranceanother's property; and (2) to the extent such insurance is carried by similar companies engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks, hazards, casualties and contingencies (including business interruption insurance covering loss of Rents and Revenues); provided, that any such insurance may be provided by way of self insurance to the extent that similar companies engaged in similar undertakings in the same general areas also self-insure. All Each insurance policy issued in connection therewith shall provide by way of endorsements, riders or otherwise that (i) name the Agent as a loss payable clauses or provisions in said policy or payee on all property insurance policies shall and an additional insured on all liability insurance policies, and provide that proceeds from property insurance policies will be endorsed in favor of and made payable to Mortgagee, the Agent as its interest may appear. Mortgagee , which proceeds are hereby assigned to the Agent, it being agreed by Mortgagor that such payments shall have be applied A) if there be no Event of Default existing or which would exist but for due notice or lapse of time, or both, to the right to collectrestoration, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss repair or destruction of any replacement of the Mortgaged Property, or B) if there be an Event of Default existing, or which would exist but for due notice or lapse of time, or both, at the option of the Agent, either for the above stated purpose or toward the payment of the Indebtedness; (ii) the coverage of the Agent shall not be terminated, reduced or affected in any manner regardless of any breach or violation by Mortgagor of any warranties, declarations or conditions in such policy; (iii) no such insurance policy shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason and Mortgagee to any extent whatsoever unless such insurer shall have first given the Agent thirty (30) days prior written notice thereof; and (iv) the Agent may, at its electionbut shall not be obligated to, either apply all make premium payments to prevent any cancellation, endorsement, alteration or reissuance and such payments shall be accepted by the insurer to prevent same. The Agent shall be furnished with a certificate evidencing such coverage in form and content acceptable to the Agent. All policies to be maintained under this Mortgage are to be issued on forms and by companies and with endorsements acceptable to the Agent. Mortgagor shall maintain insurance in an amount sufficient to prevent Mortgagor from becoming a co-insurer under any policy required hereunder. If Mortgagor fails to maintain the level of insurance required under this Mortgage, then Mortgagor shall and hereby agrees to indemnify the Agent to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained; (g) Furnish to the Agent as soon as possible and in any event within five (5) days after the occurrence from time to time of any change in the address of Mortgagor's location (as described on the signature page hereto) or in the name of Mortgagor, notice in writing of such change; (h) Not initiate or acquiesce in any change in any material zoning or other land use or Water Rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (i) Notify the Agent in writing as soon as possible and in any event within five (5) days after it shall become aware of the sums so collected toward payment occurrence of any Event of Default under Section 5.1 or any event which, with notice, the passage of time or both would be such an Event of Default; (j) Appear and defend, and hold the Agent harmless from, any action, proceeding or claim affecting the Mortgaged Property or the rights and powers of the Secured Indebtedness, whether or not such Secured Indebtedness, Agent or any portion thereofof the Trustees under the Security Documents, and all costs and expenses incurred by the Agent in protecting its interests hereunder in such an event (including all court costs and attorneys' fees) shall be borne by Mortgagor; provided, that such defense: (1) shall be provided by a lawyer or law firm listed on a schedule delivered to and approved in writing by the Agent, from time to time (the "Approved Counsel List"), and (2) if the amount in controversy in such action, proceeding or claim is then due and payablein excess of $2,500,000 in actual or compensatory damages and/or liquidated damages (or is reasonably believed to exceed such amount if the demand involves unliquidated damages), such law firm shall be approved by the Agent, in such manner as Mortgagee may electits reasonable discretion, for that particular action, proceeding or release same claim. As to Mortgagors; and (f) Mortgagors shall not sellactions, lease, transfer, abandon proceedings or otherwise dispose of any claims involving a portion of the Mortgaged Property in which Mortgagor or a Subsidiary of Mortgagor is not the operator and with respect to which Mortgagor does not have a majority net revenue interest and/or working interest, Mortgagor may elect, in its reasonable judgment, to allow counsel for the operator to appear for, and defend Mortgagor in such matter, in which case, selection of counsel by the operator shall not be governed by this Section 3.4 (j); and further provided, that nothing herein shall restrict or limit the right of the Agent, the Trustees or the Lenders to select its or their own counsel to defend, at Mortgagor's cost and expense, any action proceeding or claim in which any of Mortgagors' rightsthem are named as parties; (k) Subject to Mortgagor's right to contest the same, titles promptly pay all Taxes legally imposed upon this instrument or interests therein upon the Mortgaged Property or upon the income and profits thereof, or upon the interest of the Trustees, the Agent or the other Lender Parties therein; provided that the Mortgagor shall not be liable for taxes accruing after a transfer of the Mortgaged Property following a foreclosure; (l) Comply with, conform to and obey, in all material respects, all present and future Legal Requirements and not use, maintain, operate, occupy, or allow the use, maintenance, operation or occupancy of, the Mortgaged Property in any manner which (a) violates any present and future Legal Requirement, (b) may be dangerous unless safeguarded as required by Applicable Law, (c) constitutes a public or private nuisance or (d) makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto; and (m) Not, without the prior written consent of the Agent, permit any of the Fixtures or Personalty to be removed at any time from the lands described in Exhibit A unless (i) the removed item is removed temporarily for maintenance and repair, (ii) if removed permanently, is replaced by an article of equal suitability and value, owned by Mortgagor, free and clear of any lien or security interest except such as specifically permitted may be first approved in writing by the Credit AgreementsAgent or (iii) such Fixtures or Personalty are removed in connection with the plugging and abandoning of wells, or abandonment of other facilities, in each case as pxxxxxted by this Mortgage.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors shall maintain and operate the Mortgaged Property in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests Mortgaged Property so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor Mortgagors shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject InterestsMortgaged Property; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' ’ rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Mortgagor shall maintain, develop and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted EncumbrancesExcepted Liens; (e) Mortgagors Mortgagor shall comply keep adequately insured by insurers of recognized responsibility, all of the Mortgaged Property of an insurable nature and of a character usually insured by Persons engaged in the same or similar business, against all risks customarily insured against by such Persons. Without limiting the foregoing, Mortgagor will maintain (i) operator’s extra expense insurance, liability insurance against claims for personal injury or death or property damage suffered by members of the public or others in or about the Mortgaged Property or occurring by reason of Mortgagor’s ownership, maintenance, use or operation of any Operating Equipment, automobiles, trucks or other vehicles, or other facilities on or in connection with the terms Mortgaged Property, (ii) all such workmen’s compensation or similar insurance as may be required under the laws of any jurisdiction in which any of the Credit Agreements with respect Mortgaged Property may be situated, and (iii) well control insurance. All such insurance shall be maintained in such amounts as is usually carried by Persons engaged in the same or a similar business and shall be effected under a valid and enforceable policy or policies issued by insurers of recognized responsibility. The character, coverage, amount and insurers of all such insurance shall be satisfactory to maintenance of insuranceand approved by Mortgagee. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to MortgageeMortgagee for the ratable benefit of the Lenders, as its interest their interests may appear. Mortgagee Mortgagee, for the ratable benefit of the Lenders, shall have the right to collect, and Mortgagors Mortgagor hereby assign assigns to MortgageeMortgagee for the ratable benefit of the Lenders, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply for the ratable benefit of the Lenders all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsMortgagor; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor’s rights, titles or interests therein or thereto, except as specifically permitted in the Credit AgreementsAgreement.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor Mortgagors shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.

Operation of the Mortgaged Property. So long as In addition to any similar obligations binding on it pursuant to the Secured --------------------------------------- Indebtedness or any part thereof remains unpaidLoan Documents, the Mortgagor shall, at the Mortgagor’s own expense: (a) Mortgagors shall observe and comply with do or cause to be done all of things necessary to keep unimpaired the terms and provisions, express or implied, of all Oil and Gas Leases relating to Mortgagor’s rights in the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse EffectMortgaged Property; (b) Mortgagors shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall cause the Mortgaged Property to be kept free and clear of all Liens Liens, other than (i) the Lien created by this Mortgage, and (ii) Permitted Encumbrances; (ec) Mortgagors shall comply with Mortgagor will obtain and maintain for the terms benefit of the Credit Agreements Mortgagee, as Trustee for the Purchaser, original paid-up insurance policies against such liabilities, casualties, risks and contingencies, in such amounts and form and substance, with respect such financially sound and reputable companies, and with such expiration dates, as are acceptable to maintenance of insurance. All loss payable clauses the Mortgagee, and containing a non-contributory standard mortgagee clause or provisions in said policy or policies shall be endorsed its equivalent in favor of and made payable the Mortgagee. Each policy shall contain an agreement by the insurer not to cancel or amend the policy without giving the Mortgagee at least thirty (30) days prior written notice of its intention to do so. Upon request of the Mortgagee, as its interest may appear. the Mortgagor will furnish or cause to be furnished to the Mortgagee shall have from time to time a summary of the right insurance coverage of the Mortgagor in form and substance satisfactory to collect, the Mortgagee and Mortgagors hereby assign to Mortgagee, any if requested will furnish the Mortgagee original certificates of insurance and/or copies of the applicable policies and all monies that may become payable under renewals thereof. In the event the Mortgagor should, for any such reason whatsoever, fail to keep the corporeal (tangible) Mortgaged Property or any part thereof so insured, or to keep said policies so payable, or fail to deliver to the Mortgagee the original or certified policies of insurance by reason and the renewals therefor upon demand, then the Mortgagee, if it so elects, may itself have such insurance effected in such amounts and with such companies as it may deem proper and may pay the premiums therefor, which premiums shall become part of damage, loss or destruction Liabilities secured hereby. The Mortgagor will notify the Mortgagee immediately in writing of any of material fire or other casualty to or accident involving the Mortgaged Property, whether or not such fire, casualty or accident is covered by insurance. The Mortgagor will promptly further notify the Mortgagor’s insurance company and submit an appropriate claim and proof of claim to the insurance company if such a casualty or accident occurs. In the event of any loss or any of such policies, the Mortgagee may, at its election, either apply all or any part of the sums so collected net proceeds thereof toward the payment of the Secured IndebtednessCollateralized Obligations or pay the net proceeds thereof to the Mortgagor, whether either wholly or not in part, and under such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner conditions as the Mortgagee may electdetermine to enable the Mortgagor to repair or restore the Mortgaged Property; (d) furnish to the Mortgagee prior to the occurrence of any change in the address of the Mortgagor’s location (as described on the signature page hereto) or in the name of the Mortgagor, notice in writing of such change; (e) comply in all material respects with all conditions and requirements arising under Applicable Law necessary to preserve and extend any and all rights, licenses, permits, claims, patents, privileges, franchises and concessions necessary in order to use, own, develop, occupy, operate and conduct production operations on the Mortgaged Property which are applicable to the Mortgagor or release same to Mortgagors; andhave been granted for the Mortgaged Property or the use thereof; (f) Mortgagors shall not sell, lease, transfer, abandon initiate or otherwise dispose of acquiesce in any portion of change in any material zoning or other land use or water rights classification now or hereafter in effect and affecting the Mortgaged Property or any part thereof; (g) appear in and defend, with counsel reasonably acceptable to the Mortgagee, any action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagors' rightsthe Mortgagee; and pay all reasonable costs and expenses, titles including cost of evidence of title and reasonable attorneys’ fees, in any such action or interests therein or thereto, except as specifically permitted proceeding in which the Credit AgreementsMortgagee may appear.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors shall , and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor’s own expense and subject to the terms of the Loan Documents: maintain, develop and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all the Oil and Gas Leases relating in order to keep the Subject Interests Oil and Gas Leases in full force and effect so long as such the Oil and Gas Leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, except where such failure to comply would could not reasonably be expected to have a Material Adverse Effect; (b) Mortgagors shall ; comply in all material respects with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom and all applicable proration and conservation Law of the jurisdictions in which the Mortgaged Property is located, and all applicable Law, rules and regulations of every agency and authority from time to time constituted to regulate the development and operation of the Mortgaged Property and the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would could not reasonably be expected to have a Material Adverse Effect; (c) Mortgagors shall; commence such development as may be reasonably necessary to the prudent and economical operation of the Mortgaged Property, including such work as may be appropriate to protect the Mortgaged Property from diminution in the production capacity thereof and against drainage of Hydrocarbons thereunder by reason of production on other Properties; at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, ordinary wear and tear excepted, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto thereto, so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors shall business of the Mortgagor, and that the failure to take such action will not prejudice the interests of the Mortgagee; not abandon or cease developing, maintaining, operating and producing Hydrocarbons from, or cause or permit its agent to abandon or cease developing, maintaining, operating, and producing Hydrocarbons from, any producing Mortgaged Property without first having undertaken and completed all reasonably prudent measures under the circumstances to restore such producing Mortgaged Property to economic production, and then only if the aggregate projected future ad valorem and severance taxes and operating expenses with respect to said Mortgaged Property exceed the projected future gross revenues attributable thereto; cause the Mortgaged Property to be kept free and clear of all Liens liens, security interests, charges and encumbrances of every character, other than (i) any Permitted Encumbrances; Encumbrances and (eii) Mortgagors shall comply with those hereafter consented to in writing by the terms Mortgagee; provided that no intention to subordinate the priority of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed liens, security interests, and encumbrances granted in favor of and made payable the Mortgagee is hereby implied or expressed or is to Mortgagee, as its interest may appear. Mortgagee shall have be inferred by the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any permitted existence of the Mortgaged Propertyliens, security interests and Mortgagee may, at its election, either apply all encumbrances referred to in this Section 4.5.6 or any part of the sums so collected toward payment of the Secured Indebtedness, whether elsewhere herein; maintain or not cause to be maintained insurance with such Secured Indebtedness, or any portion thereof, is then due and payableinsurers, in such manner amounts and covering such risks as Mortgagee may elect, or release same to Mortgagorsis required by the Credit Agreement; and (f) Mortgagors shall and not sell, leaseconvey, transfertrade, abandon exchange, pool or otherwise dispose of unitize any portion of the Mortgaged Property or any of Mortgagors' the Mortgagor’s rights, titles titles, or interests therein or thereto, except as specifically provided otherwise herein or as expressly permitted in under the Credit AgreementsAgreement; provided, however, that with respect to Mortgaged Property which is operated by operators other than the Mortgagor or any Affiliate thereof, the Mortgagor shall not be obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of the Mortgagor; and provided further, that the Mortgagor agrees to promptly take all actions available to the Mortgagor under any operating agreement or otherwise to bring about the performance of any such undertaking required to be performed by such operators.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor shall, at the Mortgagor's own expense: (a) Mortgagors shall observe Do or cause to be done all things necessary to keep unimpaired the Mortgagor's rights in the Mortgaged Property and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantitiesnot, except where such failure to comply would not have a Material Adverse Effectin the ordinary course of business, abandon any well or forfeit, surrender or release any oil and gas lease or any rights in the Mortgaged Property; (b) Mortgagors shall comply with all contracts Cause the lands described in Exhibit A to be maintained, developed, protected against drainage, and agreements applicable to or relating to the Mortgaged Property or continuously operated for the production and sale of Hydrocarbons therefromin a good and workmanlike manner as would a prudent operator, except to the extent a failure to so comply would not have a Material Adverse Effectand in accordance with generally accepted practices, applicable operating agreements, and all applicable federal, state and local laws, rules and regulations, excepting those being contested in good faith; (c) Mortgagors shallCause to be paid, at promptly as and when due and payable, all timesrentals and royalties payable in respect of the Mortgaged Property, take reasonable steps to maintain, preserve and keep all expenses incurred in or arising from the operation or development of the Mortgaged Property; (d) Cause the Operating Equipment used with respect to the Mortgaged Property be kept in proper repair, working order good and effective operating condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that thereof or thereto, and needful to the efficiency production of such Operating Equipment shall at all times Hydrocarbons from the lands described in Exhibit A, to be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interestspromptly made; (de) Mortgagors shall cause Cause the Mortgaged Property to be kept free and clear of all Liens liens, charges and encumbrances of every character, other than Permitted Encumbrances; (el) Mortgagors shall comply the lien hereof, (2) taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encumbrances, which are not such as to interfere materially with the terms development, operation or value of the Credit Agreements with respect Mortgaged Property and not such as to maintenance of insurance. All loss payable clauses or provisions affect materially title thereto, (4) those being contested by the Mortgagor in said policy or policies shall be endorsed good faith and in favor of such manner as not to jeopardize the Mortgagee's rights in and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of (5) those consented to in writing by the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to MortgagorsMortgagee; and (f) Mortgagors shall Carry with standard insurance companies and in amounts satisfactory to the Mortgagee the following public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death of or injury to an employee or third person, or damage to or destruction of another's property; and (2) to the extent such insurance is carried by others engaged in similar undertakings in the same general areas in which the Mortgaged Property is located, insurance in respect of the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, flood, explosion and other similar risks, with loss payable endorsements in favor of the Mortgagee, as its interests may appear and a provision for maximum time for prior written notice to the Mortgagee of cancellation; and the Mortgagee may apply any part or all proceeds of such insurance when it may receive the same toward part or full satisfaction of the Indebtedness whether or not sellthen due, lease, transfer, abandon or otherwise dispose may at its sole option deliver all or part of any portion such proceeds to the Mortgagor for the repair or replacement of such parts of the Mortgaged Property as may have been damaged or any of Mortgagors' rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreementsdestroyed.

Operation of the Mortgaged Property. So long as the Secured --------------------------------------- Indebtedness or any part thereof remains unpaid: (a) Mortgagors Mortgagor shall maintain and operate the Subject Interests in a good and workmanlike manner and will observe and comply with all of the terms and provisions, express or implied, of all Oil and Gas Leases relating to the Subject Interests so long as such Oil and Gas Leases are capable of producing Hydrocarbons in paying quantities, except where such failure to comply would not have a Material Adverse Effect; (b) Mortgagors Mortgagor shall comply with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply would not have a Material Adverse Effect; (c) Mortgagors Mortgagor shall, at all times, take reasonable steps to maintain, preserve and keep all Operating Equipment used with respect to the Mortgaged Property in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such Operating Equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the Subject Interests; (d) Mortgagors Mortgagor shall cause the Mortgaged Property to be kept free and clear of all Liens other than Permitted Encumbrances; (e) Mortgagors Mortgagor shall comply with the terms of the Credit Agreements with respect to maintenance of insurance. All loss payable clauses or provisions in said policy or policies shall be endorsed in favor of and made payable to Mortgagee, as its interest may appear. Mortgagee shall have the right to collect, and Mortgagors hereby assign to Mortgagee, any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property, and Mortgagee may, at its election, either apply all or any part of the sums so collected toward payment of the Secured Indebtedness, whether or not such Secured Indebtedness, or any portion thereof, is then due and payable, in such manner as Mortgagee may elect, or release same to Mortgagors; and (f) Mortgagors Mortgagor shall not sell, lease, transfer, abandon or otherwise dispose of any portion of the Mortgaged Property or any of Mortgagors' Mortgagor’s rights, titles or interests therein or thereto, except as specifically permitted in the Credit Agreements.