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UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY RECEIVED 12/30/2010 at 4:14 PM RECEIVING 957409 BOOK: 759 PAGE: 536 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY A. NAME PHONE OF CONTACT AT FILER [optional] B. SEND ACKNOWLEDGMENT TO: (Name and Address) Return acknowledgment to: Capitol Services, Inc. P.O. Box 1831 Austin, TX 78767 800/345 -4647 1. DEBTOR'S EXACT FULL LEGAL NAME insert only pne debtor name (1a or 1 b) do not abbreviate or combine names OR lc. 6 ld. 2. ADDITIONAL DEBTOR S EXACT FULL LEGAL NAME insert only gng debto name (2a or 2b) do not abbreviate or combine names OR 2c. 2d. 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S /P) insert only one secured party name (3a or 3b) 3a. ORGANIZATION'S NAME 5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR CONSIGNEE/CONSIGNOR FILING OFFICE COPY UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) 000536 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. ORGANIZATIONS NAME Caerus Northern Rockies LLC 1b. INDIVIDUALS LAST NAME MAILING ADDRESS 0 17" Street, Suite 1600 North SEE INSTRUCTIONS ADD'L INFO RE ORGANIZATION DEBTOR le. TYPE OF ORGANIZATION limited liability company FIRST NAME CITY Denver 11. JURISDICTION OF ORGANIZATION Delaware MIDDLE NAME STATE C O POSTAL CODE 80202 lg. ORGANIZATIONAL ID if any 4893334 U SUFFIX 2a. ORGANIZATION'S NAME 2b. INDIVIDUALS LAST NAME MAILING ADDRESS SEE INSTRUCTIONS ADD'L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION FIRST NAME CITY 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE 2g. ORGANIZATIONAL ID if any SUFFIX BAILEE/BAILOR SELLER/BUYER AG. LIEN COUNTRY SA COUNTRY NONE NONE 4. This FINANCING STATEMENT covers the following collateral: All of Debtor's right, title and interest in and to all property, real and personal, described in that certain Mortgage, Deed of Trust, Assignment of As- Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Debtor to Secured Party, a copy of which is attached hereto as Exhibit A. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) 0 All Debtors 0 Debtor 1 0 Debtor 2 6. Q ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] 8. OPTIONAL FILER REFERENCE DATA Filed in Wyoming counties (US 664777) 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS 712 Main Street, Floor 8 South CITY Houston STATE TX POSTAL CODE 77002 COUNTRY USA UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY RECEIVED 12/30/2010 at 4:14 PM RECEIVING 957409 BOOK: 759 PAGE: 536 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY A. NAME PHONE OF CONTACT AT FILER [optional] B. SEND ACKNOWLEDGMENT TO: (Name and Address) Return acknowledgment to: Capitol Services, Inc. P.O. Box 1831 Austin, TX 78767 800/345 -4647 1. DEBTOR'S EXACT FULL LEGAL NAME insert only pne debtor name (1a or 1 b) do not abbreviate or combine names OR lc. 6 ld. 2. ADDITIONAL DEBTOR S EXACT FULL LEGAL NAME insert only gng debto name (2a or 2b) do not abbreviate or combine names OR 2c. 2d. 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S /P) insert only one secured party name (3a or 3b) 3a. ORGANIZATION'S NAME 5. ALTERNATIVE DESIGNATION [if applicable]: LESSEE/LESSOR CONSIGNEE/CONSIGNOR FILING OFFICE COPY UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) 000536 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. ORGANIZATIONS NAME Caerus Northern Rockies LLC 1b. INDIVIDUALS LAST NAME MAILING ADDRESS 0 17" Street, Suite 1600 North SEE INSTRUCTIONS ADD'L INFO RE ORGANIZATION DEBTOR le. TYPE OF ORGANIZATION limited liability company FIRST NAME CITY Denver 11. JURISDICTION OF ORGANIZATION Delaware MIDDLE NAME STATE C O POSTAL CODE 80202 lg. ORGANIZATIONAL ID if any 4893334 U SUFFIX 2a. ORGANIZATION'S NAME 2b. INDIVIDUALS LAST NAME MAILING ADDRESS SEE INSTRUCTIONS ADD'L INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION FIRST NAME CITY 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE 2g. ORGANIZATIONAL ID if any SUFFIX BAILEE/BAILOR SELLER/BUYER AG. LIEN COUNTRY SA COUNTRY NONE NONE 4. This FINANCING STATEMENT covers the following collateral: All of Debtor's right, title and interest in and to all property, real and personal, described in that certain Mortgage, Deed of Trust, Assignment of As- Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Debtor to Secured Party, a copy of which is attached hereto as Exhibit A. This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) 0 All Debtors 0 Debtor 1 0 Debtor 2 6. Q ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] 8. OPTIONAL FILER REFERENCE DATA Filed in Wyoming counties (US 664777) 9a. ORGANIZATION'S NAME Caerus Northern Rockies LLC 9b. INDIVIDUAL'S LAST NAME CELLANEOUS: FIRST NAME MIDDLE NAME. SUFFIX UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (ta or 1b) ON RELATED FINANCING STATEMENT OR 10. MI 11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insert only one name (1 1 a or 11 b) do not abbreviate or combine names 11a. ORGANIZATION'S NAME 11b. INDIVIDUAL'S LAST NAME ILING ADDRESS SEE INSTRUCTIONS ADD'L INFO RE 111E. TYPE OF ORGANIZATION ORGANIZATION DEBTOR FIRST NAME CITY 11f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE 11g. ORGANIZATIONAL ID if any OR 11c. M 11d. 12. ADDITIONAL SECURED PARTY'S or ASSIGNOR S/P's NAME insert only one name (12a or 12b) 12a. ORGANIZATIONS NAME 12b. INDIVIDUALS LAST NAME ILING ADDRESS FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE OR 12c. MA 13. This FINANCING STATEMENT covers timber to be cut or 0 as- extracted collateral, or is filed as a fixture filing. 14. Description of real estate: See attached Exhibit A. 15. Name and address of a RECORD OWNER of above described real estate (if Debtor does not have a record interest): 16. Additional collateral description: FILING OFFICE COPY— UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02) 000537 THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 17. Check gaty if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust, or Decedent's Estate 18. Check gjtly if applicable and check ggly one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured -Home Transaction effective 30 years Filed in connection with a Public- Finance Transaction effective 30 years SUFFIX COUNTRY None SUFFIX COUNTRY WHEN RECORDED OR FILED, PLEASE RETURN TO: Vinson Elkins L.L.P. First City Tower, Suite 3300 1001 Fannin Street Houston, TX 77002 -6760 Attn: Linda Daugherty EXHIBIT A (Utah, Wyoming) MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT 656424v.2 C1- 1A715/16027 FROM CAERUS NORTHERN ROCKIES LLC TO FIRST AMERICAN TITLE INSURANCE COMPANY, AS TRUSTEE AND TO AND FOR THE BENEFIT OF JPMORGAN CHASE BANK, N.A. as Administrative Agent and the Other Secured Persons EXECUTION VERSION 000538 Space above for County Recorder's Use 000539 A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER OF SALE MAY ALLOW THE TRUSTEE OR THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS INSTRUMENT. THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS. THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. THIS INSTRUMENT COVERS PROCEEDS OF MORTGAGED PROPERTY. THIS INSTRUMENT COVERS MINERALS AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS) AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN THE EXHIBIT HERETO. THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF THE RECORDERS OF THE COUNTIES LISTED ON THE EXHIBIT HERETO. THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH INTEREST IS DESCRIBED IN THE EXHIBIT ATTACHED HERETO. PORTIONS OF THE MORTGAGED PROPERTY ARE GOODS WHICH ARE OR ARE TO BECOME AFFIXED TO OR FIXTURES ON THE LAND DESCRIBED IN OR REFERRED TO IN THE EXHIBIT HERETO. 656424v.2 CHA715/16027 TABLE OF CONTENTS 000540 Page ARTICLE I DEFINITIONS Section 1.01 Terms Defined Above 1 Section 1.02 UCC and Other Defined Terms 1 Section 1.03 Definitions. 2 ARTICLE II GRANT OF LIEN AND SECURED OBLIGATIONS Section 2.01 Grant of Liens 4 Section 2.02 Grant of Security Interest 5 Section 2.03 Secured Obligations 6 Section 2.04 Fixture Filing, Etc 6 Section 2.05 Pro Rata Benefit 7 ARTICLE III ASSIGNMENT OF AS- EXTRACTED COLLATERAL Section 3.01 Assignment. 7 Section 3.02 No Modification of Payment Obligations 9 Section 3.03 Rights and Title of Consignee 9 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS Section 4.01 Title 9 Section 4.02 Defend Title 10 Section 4.03 Not a Foreign Person 10 Section 4.04 Power to Create Lien and Security 10 Section 4.05 Revenue and Cost Bearing Interest 10 Section 4.06 Rentals Paid; Leases in Effect 10 Section 4.07 Operation By Third Parties 11 Section 4.08 Abandon, Sales 11 Section 4.09 Failure to Perform 11 ARTICLE V RIGHTS AND REMEDIES Section 5.01 Event of Default 11 Section 5.02 Foreclosure and Sale. 11 Section 5.03 Substitute Trustees and Agents 13 Section 5.04 Judicial Foreclosure; Receivership 13 Section 5.05 Foreclosure for Installments 13 656424v.2 CHA715/16027 -1- Section 5.06 Separate Sales 14 Section 5.07 Possession of Mortgaged Property 14 Section 5.08 Occupancy After Foreclosure 14 Section 5.09 Remedies Cumulative, Concurrent and Nonexclusive 14 Section 5.10 Discontinuance of Proceedings 15 Section 5.11 No Release of Obligations 15 Section 5.12 Release of and Resort to Collateral 15 Section 5.13 Waiver of Redemption, Notice and Marshalling of Assets, Etc 16 Section 5.14 Application of Proceeds 16 Section 5.15 Resignation of Operator 16 Section 5.16 Indemnity 17 ARTICLE VI THE TRUSTEE Section 6.01 Duties, Rights, and Powers of Trustee 18 Section 6.02 Successor Trustee 18 Section 6.03 Retention of Moneys 19 ARTICLE VII MISCELLANEOUS Section 7.01 Instrument Construed as Mortgage, Etc 19 Section 7.02 Releases. 19 Section 7.03 Severability 20 Section 7.04 Successors and Assigns 20 Section 7.05 Satisfaction of Prior Encumbrance 20 Section 7.06 Application of Payments to Certain Obligations 20 Section 7.07 Nature of Covenants 21 Section 7.08 Notices 21 Section 7.09 Counterparts 21 Section 7.10 Governing Law 21 Section 7.11 Financing Statement; Fixture Filing 21 Section 7.12 Execution of Financing Statements 21 Section 7.13 Exculpation Provisions 22 Section 7.14 References 22 Section 7.15 Swap Agreements; Bank Products. 22 ARTICLE VIII STATE SPECIFIC PROVISIONS Section 8.01 State Specific Provisions Generally 23 Section 8.02 Special Utah Provisions 23 Section 8.03 Special Wyoming Provisions 23 Exhibit A Oil and Gas Properties 656424v.2 CHA715/16027 -iI- 000541 THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage is entered into as of December 2010 (the "Effective Date by CAERUS NORTHERN ROCKIES LLC, a Delaware limited liability company, whose office and mailing address is 600 17 Street, Suite 1600 North, Denver, Colorado 80202 (the "Mortgagor in favor of (i) First American Title Insurance Company, as Trustee for the benefit of JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with its successors and assigns, the "Mortgagee whose office and mailing address is JPMorgan Chase Bank, N.A., 712 Main Street, Floor 8 South, Houston, Texas 77002 -3201, and the Other Secured Persons with respect to all Mortgaged Properties located in the Deed of Trust State and (ii) the Mortgagee for its benefit and the benefit of the Other Secured Persons with respect to all Mortgaged Properties located in each Mortgage State and with respect to all UCC Collateral. RECITALS 000542 A. Caerus Operating LLC, a Delaware limited liability company (the "Borrower the Lenders, the Mortgagee, as administrative agent for the Lenders and others, executed that certain Credit Agreement dated May 14, 2010 (such agreement, as may from time to time be amended or supplemented, the "Credit Agreement pursuant to such, upon the terms and conditions stated therein, the Lenders agreed to make loans and other extensions of credit to the Borrower. B. The Borrower and certain Lenders or Affiliates of Lenders have or may enter into certain Swap Agreements (the Loan Documents and the Swap Agreements collectively being the "Secured Transaction Documents C. The Mortgagee and the Other Secured Persons have conditioned their obligations under the Secured Transaction Documents upon the execution and delivery by the Mortgagor of this Mortgage, and the Mortgagor has agreed to enter into this Mortgage to secure all obligations owing to the Mortgagee on behalf of the Lenders and the Other Secured Persons under the Secured Transaction Documents. D. Therefore, in order to comply with the terms and conditions of the Secured Transaction Documents and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby agrees as follows: Section 1.01 Terms Defined Above. As used in this Mortgage, each term defined above has the meaning indicated above. Section 1.02 UCC and Other Defined Terms. Unless otherwise defined in the Applicable UCC, each capitalized term used in this Mortgage and not defined in this Mortgage 656424v.2 CHA715/16027 ARTICLE I DEFINITIONS shall have the meaning ascribed to such term in the Credit Agreement. Any capitalized term not defined in either this Mortgage or the Credit Agreement shall have the meaning ascribed to such term in the Applicable UCC. Section 1.03 Definitions. "Applicable UCC" means the provisions of the Uniform Commercial Code presently in effect in the jurisdiction in which the relevant UCC Collateral is situated or which otherwise is applicable to the creation or perfection of the Liens described herein or the rights and remedies of Mortgagee under this Mortgage. "Collateral" means collectively all the Mortgaged Property and all the UCC Collateral. "Deed of Trust State" has the meaning ascribed such term in Section 2.01. 656424v.2 CHA715/16027 -2 ©00543 "Event of Default" has the meaning ascribed to such term in Section 5.01. "Future Advances" means future obligations and future advances that the Mortgagee or any Other Secured Person may make pursuant to any Secured Transaction Document. "Hydrocarbon Interests" means all rights, titles, interests and estates and the lands and premises covered or affected thereby now or hereafter acquired by the Mortgagor in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, fee interests, surface interests, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature, in each case, which are described on Exhibit A; provided that, it is the intent of the Mortgagor that all of its interests be subject to the Lien of this Mortgage even if (i) its interests on Exhibit A shall be incorrectly described or a description of a part or all of such property or the Mortgagor's interests therein be omitted limited to particular lands, specified depths or particular types of property interests or (ii) such properties or interests may be hereafter acquired. "Hydrocarbons" means all oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals which may be produced and saved from or attributable to the Oil and Gas Properties of the Mortgagor, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests or other properties constituting Oil and Gas Properties. "Indemnified Parties" means the Trustee, the Mortgagee, each Other Secured Person and their officers, directors, employees, representatives, agents, attorneys, accountants and experts. "Lien" means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but 656424v.2 CHA715/16027 -3- 000544 not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. "Mortgaged Property" means the Oil and Gas Properties and other properties and assets described in Section 2.01(a) through Section 2.01(e). "Mortgage State" has the meaning ascribed such term in Section 2.01. "Oil and Gas Properties" means (a) Hydrocarbon Interests; (b) the properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, production sales or other contracts, farmout agreements, farm -in agreements, area of mutual interest agreements, equipment leases and other agreements which relate to any of the Hydrocarbon Interests or any interests therein or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons from or attributable to such Oil and Gas Properties; (e) all Hydrocarbons; (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, including all compressor sites, settling ponds and equipment or pipe yards; and (g) all properties, rights, titles, interests and estates described or referred to above whether now owned or hereinafter acquired, including any and all property, real or personal, immoveable or moveable, situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or property (excluding drilling rigs, automotive equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights -of -way, easements, servitudes licenses and other surface and subsurface rights, together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. "Other Secured Persons" means each Lender, the Administrative Agent, each Issuing Bank under the Credit Agreement, each Lender or Affiliate of a Lender which is party to the Credit Agreement, each Indemnified Party and any legal owner, holder, assignee or pledgee of any of the Secured Obligations. "Paid In Full In Cash" means (i) the irrevocable and indefeasible payment in full in cash of all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under the Credit 000545 Agreement, (ii) the payment in full in cash or posting of cash collateral in respect of all other obligations or amounts that are outstanding under the Credit Agreement, including the posting of the cash collateral for outstanding Letters of Credit as required by the terms of the Credit Agreement, (iii) the termination of all Commitments under the Credit Agreement, and (iv) the termination of all Swap Agreements and the payment in full in cash or posting of acceptable collateral in respect of all other obligations or amounts that are owed to any Lender (or Lender Affiliate) under such Swap Agreements as required by the terms thereof or the novation of such Swap Agreements to third parties. "Permitted Encumbrances" means all Liens permitted to be placed on the Mortgaged Properties under Section 9.03 of the Credit Agreement. "Post- Default Rate" means the post- default rate per annum set forth in Section 3.02(c) of the Credit Agreement applicable to past due payments, but in no event to exceed the Highest Lawful Rate. "Secured Obligations" has the meaning assigned to such term in Section 2.03. "Trustee" means First American Title Insurance Company of whose address for notice hereunder is and any successors and substitutes in trust hereunder. "UCC Collateral" means the property and other assets described in Section 2.02. ARTICLE II GRANT OF LIEN AND SECURED OBLIGATIONS Section 2.01 Grant of Liens. To secure payment of the Secured Obligations, the Mortgagor does by these presents hereby: (i) GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY to the Trustee, for the use and benefit of the Mortgagee and the Other Secured Persons, all the following properties, rights and interests which are located in (or cover or relate to properties located in) the State of Utah (the "Deed of Trust State together with the POWER OF SALE, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations; and (ii) GRANT, BARGAIN, SELL, WARRANT, MORTGAGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY AND, to the Mortgagee with POWER OF SALE, to the extent permitted by applicable law, for its benefit and the benefit of the Other Secured Persons, with mortgage covenants, and upon the statutory mortgage condition for the breach of which this Mortgage may be subject to foreclosure (by judicial action or by POWER OF SALE) as provided by applicable law, all the following properties, rights and interests which are located in (or cover or relate to properties located in) Wyoming (the "Mortgage State 656424v.2 CHA7I5/16027 -4- (a) all Accounts; (b) all Documents; 656424v.2 CHA715/16027 -5- 000546 (a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties. (b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Oil and Gas Properties, and /or the Hydrocarbons, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. (d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor or by anyone on the Mortgagor's behalf; and the Trustee and /or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. (e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties and all other rights, titles, interests and estates and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates are subject or otherwise; all rights of the Mortgagor to Liens securing payment of proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to the such related rights, titles, interests or estates. Any fractions or percentages specified on Exhibit A in referring to the Mortgagor's interests are solely for purposes of the warranties made by the Mortgagor pursuant to Section 4.01 and Section 4.05 and shall in no manner limit the quantum of interest affected by this Section 2.01 with respect to any Oil and Gas Property or with respect to any unit or well identified on Exhibit A. Section 2.02 Grant of Security Interest. To farther secure the Secured Obligations, the Mortgagor hereby grants to the Mortgagee, for its benefit and the benefit of the Other Secured Persons, a security interest in and to all of the following (whether now or hereafter acquired by operation of law or otherwise) only insofar as each pertains to the Oil and Gas Properties: (c) all General Intangibles (including, without limitation, rights in and under any Payment Intangible, Swap Agreement or any Commodity Contract) and all rights under insurance contracts and rights to insurance proceeds; by a writing); Properties; (d) all Instruments; (e) all Goods; (f) all Letter -of- Credit Rights (whether or not the letter of credit is evidenced (g) all As- Extracted Collateral from or attributable to the Oil and Gas (h) all books and records pertaining to the Oil and Gas Properties; (i) all Fixtures; (j) all Hydrocarbons; (k) to the extent not otherwise included, any other property insofar as the it consists of personal property of any kind or character defined in and subject to the Applicable UCC; and (1) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees and other Supporting Obligations given with respect to any of the foregoing. Section 2.03 Secured Obligations. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (the "Secured Obligations (a) Payment of and performance of any and all indebtedness, fees, interest, indemnities, reimbursements, obligations and liabilities of the Borrower or any Guarantor (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) pursuant to the Credit Agreement, the Guarantee Agreement, this Mortgage or any other Loan Document, whether now existing or hereafter arising and being in the original principal amount of US $150,000,000 with final maturity on or before May 14, 2014, including performance of all Letter of Credit Agreements executed from time to time by the Borrower or any Subsidiary of the Borrower under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (b) Any sums which may be advanced or paid by the Mortgagee or any Other Secured Person under the terms hereof or of the Credit Agreement or any Secured Transaction 656424v.2 CHA715/16027 -6- 000547 000548 Document on account of the failure of the Borrower or any of the Borrower's Subsidiaries to comply with the covenants of the Mortgagor contained herein, in the Credit Agreement or any other Secured Transaction Document whether pursuant to Section 4.09 or otherwise and all other obligations, liabilities and indebtedness of the Borrower or any other Guarantor arising pursuant to the provisions of this Mortgage or any Secured Transaction Document. (c) Any additional loans made by the Mortgagee or any Lender to the Borrower or any Guarantor. It is contemplated that the Mortgagee and the Lenders may lend additional sums to the Borrower from time to time, but shall not be obligated to do so, and the Mortgagor agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of the Borrower or any Subsidiary of the Borrower under any Secured Transaction Document, including any Swap Agreements including deferred premiums in respect of puts, floors or options constituting Swap Agreements between Borrower or any of its Subsidiaries and (i) any Lender (or any Affiliate of any Lender) and (ii) those counterparties to Swap Agreements with Borrower or its Subsidiaries entered into while such Person or its Affiliate was a Lender regardless of whether such Person is a Lender or an Affiliate of a Lender thereafter; provided that amounts owing or to be owing by Borrower under Swap Agreement transactions entered into after Such Person (or Affiliate) is no longer a Lender hereunder shall not be Secured Obligations. (e) Any and all renewals, modifications, substitutions, rearrangements or extensions of any of the foregoing, whether in whole or in part. Section 2.04 Fixture Filing, Etc. Without in any manner limiting the generality of any of the other provisions of this Mortgage: (i) some portions of the goods described or to which reference is made herein are or are to become Fixtures on the land described or to which reference is made herein or on Exhibit A; (ii) the security interests created hereby under applicable provisions of the Applicable UCC will attach to all As- Extracted Collateral (all minerals including oil and gas and the Accounts resulting from the sale thereof at the wellhead or minehead located on the Oil and Gas Properties) and all other Hydrocarbons; (iii) this Mortgage is to be filed of record in the real estate records or other appropriate records as a financing statement; and (iv) the Mortgagor is the record owner of the real estate or interests in the real estate comprised of the Mortgaged Property. Section 2.05 Pro Rata Benefit. This Mortgage is executed and granted for the pro rata benefit and security of the Mortgagee and the Other Secured Persons to secure the Secured Obligations for so long as same remains unpaid and thereafter until the Secured Obligations have been Paid In Full In Cash, ARTICLE III ASSIGNMENT OF AS- EXTRACTED COLLATERAL Section 3.01 Assignment. 656424v.2 CHA715/16027 -7- (a) The Mortgagor has absolutely and unconditionally assigned, transferred, conveyed and granted a security interest, and does hereby absolutely and unconditionally assign, transfer, convey and grant a security interest unto the Mortgagee in and to: (i) all of its As- Extracted Collateral located in or relating to the Mortgaged Properties located in the county where this Mortgage is filed, including without limitation, all As- Extracted Collateral relating to the Hydrocarbon Interests, the Hydrocarbons and all products obtained or processed therefrom; (ii) the revenues and proceeds now and hereafter attributable to such Mortgaged Properties, including the Hydrocarbons, and said products and all payments in lieu, such as "take or pay" payments or settlements; and (iii) all amounts and proceeds hereafter payable to or to become payable to the Mortgagor or now or hereafter relating to any part of such Mortgaged Properties and all amounts, sums, monies, revenues and income which become payable to the Mortgagor from, or with respect to, any of the Mortgaged Properties, present or future, now or hereafter constituting a part of the Hydrocarbon Interests. (b) The Hydrocarbons and products are to be delivered into pipe lines connected with the Mortgaged Property, or to the purchaser thereof, to the credit of the Mortgagee, for its benefit and the benefit of the Other Secured Persons, free and clear of all taxes, charges, costs and expenses; and all such revenues and proceeds shall be paid directly to the Mortgagee at its offices in Houston, Harris County, Texas, with no duty or obligation of any party paying the same to inquire into the rights of the Mortgagee to receive the same, what application is made thereof, or as to any other matter. (c) The Mortgagor agrees to perform all such acts, and to execute all such further assignments, transfers and division orders and other instruments as may be required or desired by the Mortgagee or any party in order to have said proceeds and revenues so paid to the Mortgagee. In addition to any and all rights of a secured party under sections 9 -607 and 9 -609 of the Applicable UCC, the Mortgagee is fully authorized to receive and receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of the Mortgagor or the Mortgagee for the account of the Mortgagor received from or in connection with said revenues or proceeds and to hold the proceeds thereof in a Deposit Account as additional collateral securing the Secured Obligations; and to execute transfer and division orders in the name of the Mortgagor, or otherwise, with warranties binding the Mortgagor. All proceeds received by the Mortgagee pursuant to this grant and assignment shall be applied as provided in Section 5.14. (d) The Mortgagee shall not be liable for any delay, neglect or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Mortgagee shall have the right, at its election, in the name of the Mortgagor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Mortgagee in order to collect such funds and to protect the interests of the Mortgagee and /or the 656424v.2 CHA715/16027 -8- 000549 000550 Mortgagor, with all costs, expenses and attorneys' fees incurred in connection therewith being paid by the Mortgagor. (e) The Mortgagor hereby appoints the Mortgagee as its attorney -in -fact to pursue any and all rights of the Mortgagor to Liens in the Hydrocarbons securing payment of proceeds of runs attributable to the Hydrocarbons. In addition to the Liens granted to the Trustee and /or the Mortgagee in Section 2.01(e), the Mortgagor hereby further transfers and assigns to the Mortgagee any and all such Liens, security interests, financing statements or similar interests of the Mortgagor attributable to its interest in the As- Extracted Collateral, any other Hydrocarbons and proceeds of runs therefrom arising under or created by said statutory provision, judicial decision or otherwise. The power of attorney granted to the Mortgagee in this Section 3.01, being coupled with an interest, shall be irrevocable until the Secured Obligations have been Paid In Full In Cash. (f) Purchasers or other persons obligated to make delivery of Hydrocarbons to the Mortgagor or to make payments to the Mortgagor with respect to Hydrocarbons may continue to make delivery and /or payment to Mortgagor until such time as written demand has been made upon them by the Mortgagee that delivery and /or payment be made directly to the Mortgagee. Such failure to notify shall not in any way waive the right of the Mortgagee to receive any payments not theretofore paid out to the Mortgagor before the giving of written notice. Section 3.02 No Modification of Payment Obligations. Nothing herein contained shall modify or otherwise alter the obligation of the Mortgagor to make prompt payment of all amounts constituting Secured Obligations when and as the same become due regardless of whether the proceeds of the As- Extracted Collateral and Hydrocarbons are sufficient to pay the same and the rights provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Secured Obligations. Nothing in this Article III is intended to be an acceptance of collateral in satisfaction of the Secured Obligations. Section 3.03 Rights and Title of Consignee. In addition to the rights, titles and interests hereby conveyed pursuant to Section 2.01 of this Mortgage, the Mortgagor hereby grants to the Mortgagee those Liens given to purchasers of Hydrocarbons to secure their sale at the wellhead. ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS The Mortgagor hereby represents, warrants and covenants as follows: Section 4.01 Title. To the extent of the undivided interests specified on Exhibit A, the Mortgagor has, in all material respects, good and defensible title to and is possessed of the Hydrocarbon Interests and has, in all material respects, good title to the UCC Collateral. The Collateral is free of all Liens except Permitted Encumbrances. 656424v.2 CHA715/16027 -9- 656424v.2 CI-1A715 /16027 -10- 000551 Section 4.02 Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. The Mortgagor will warrant and defend the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be Paid In Full In Cash. If (i) an adverse claim be made against or a cloud develop upon the title to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, other than the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor's sole cost and expense. The Mortgagor further agrees that the Trustee and /or the Mortgagee may take such other action as they deem advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costs, attorneys' fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud. Section 4.03 Not a Foreign Person. The Mortgagor is not a "foreign person" within the meaning of the Code, sections 1445 and 7701 (i.e. the Mortgagor is not a non resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder). Section 4.04 Power to Create Lien and Security. The Mortgagor has full power and lawful authority to grant, bargain, sell, assign, transfer, mortgage and convey a lien on security interest in all of the Collateral in the manner and form herein provided. Except as provided in Section 7.03 of the Credit Agreement, no authorization, approval, consent or waiver of any lessor, sublessor, Governmental Authority or other party or parties whomsoever is required in connection with the execution and delivery by the Mortgagor of this Mortgage. Section 4.05 Revenue and Cost Bearing Interest. The Mortgagor's ownership of the Hydrocarbon Interests and the undivided interests therein as specified on Exhibit A will, after giving full effect to all Permitted Encumbrances, afford the Mortgagor not less than those net interests (expressed as a fraction, percentage or decimal) in the production from or which is allocated to such Hydrocarbon Interest specified as Net Revenue Interest or NRI (as specified on Exhibit A) on attached Exhibit A and will cause the Mortgagor to bear not more than that portion (expressed as a fraction, percentage or decimal), specified as Working Interest or WI on Exhibit A, of the costs of drilling, developing and operating the Wells identified on Exhibit A except to the extent of any proportionate corresponding increase in the NRI. Section 4.06 Rentals Paid; Leases in Effect. To the Mortgagor's knowledge all rentals and royalties due and payable in accordance with the terms of any leases or subleases comprising a part of the Mortgaged Property have been duly paid or provided for, and all leases or subleases comprising a part of the Oil and Gas Property are in full force and effect. Section 4.07 Operation By Third Parties. If any portion of the Mortgaged Property is comprised of interests which are not working interests or which are not operated by the Mortgagor or one of its Affiliates, then with respect to such interests and properties, the Mortgagor's covenants as expressed in this Article IV are modified to require that the Mortgagor use reasonable commercial efforts to obtain compliance with such covenants by the working interest owners or the operator or operators of such Mortgaged Properties. Section 4.08 Abandon, Sales. The Mortgagor will not sell, lease, assign, transfer or otherwise dispose or abandon any of the Collateral except as permitted by the Credit Agreement. Section 4.09 Failure to Perform. The Mortgagor agrees that if it fails to perform any act or to take any action which it is required to perform or take hereunder or pay any money which the Mortgagor is required to pay hereunder, the Mortgagee, in the Mortgagor's name or its own name, may, but shall not be obligated to, perform or cause to perform such act or take such action or pay such money, and any expenses so incurred by the Mortgagee and any money so paid by the Mortgagee shall be a demand obligation owing by the Mortgagor to the Mortgagee and upon making such payment, the Mortgagee shall be subrogated to all of the rights of the Person receiving such payment. Each amount due and owing by the Mortgagor to the Mortgagee pursuant to this Mortgage shall bear interest from the date of such expenditure or payment to such Person until paid at the Post Default Rate. Section 5.02 Foreclosure and Sale. ARTICLE V RIGHTS AND REMEDIES Section 5.01 Event of Default. An Event of Default under the Credit Agreement shall be an "Event of Default" under this Mortgage. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to proceed with foreclosure: (i) with respect to that portion of the Mortgaged Property located in the Deed of Trust State, by directing the Trustee to proceed to sell all or any portion of the Mortgaged Property by Trustee's sale in accordance with applicable law, and (ii) with respect to that portion of the Mortgaged Property located in any Mortgage State, by (a) judicial action or proceeding or (b) if permitted in the Mortgage State, by power of sale. The Trustee, sheriff or such other party or official conducting the sale may elect to sell all or any portion of such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places in otherwise such manner and upon such notice as may be required by law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one jurisdiction, notice as above provided shall be posted and filed in all such jurisdictions (if such notices are required by law), 656424v.2 CHA715/16027 -11- ©00552 656424v.2 CHA715/16027 -12- 000553 and all such Mortgaged Property may be sold in any such jurisdiction and any such notice shall designate the jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 5.02 shall be construed so as to limit in any way any rights to sell the Mortgaged Property or any portion thereof by private sale if and to the extent that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints the Trustee and the Mortgagee, with full power of substitution, to be the attorneys -in- fact of the Mortgagor and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which the Mortgagor ought to do and perform under the covenants herein contained and generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Trustee and /or the Mortgagee. Except as may be required by applicable law, at any such sale, whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse: (i) it shall not be necessary for the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon his or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale, (ii) each instrument of conveyance executed by the Trustee, the Mortgagee, sheriff or such other party or official conducting the sale shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns, (iii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Secured Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise by law and appointment of any successor trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of the Trustee, the Mortgagee, the sheriff or such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and no such purchaser or purchasers, or its assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof, (vi) to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against any and all other persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor, and (vii) to the extent and under such circumstances as are permitted by law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the bid upon the amount of the Secured Obligations (in the order of priority set forth in Section 5.14) in lieu of cash payment. 656424v.2 CHA715/16027 -13- 000554 (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in accordance with the rights and remedies granted under this Mortgage or applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or the Mortgagee under any other provision of this Mortgage or under any other Secured Transaction Document. Written notice mailed to the Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, or prior to the date after which private sale of any such part of the Collateral will be made, shall constitute reasonable notice. Section 5.03 Substitute Trustees and Agents. The Trustee or Mortgagee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale of the Collateral pursuant to this Article V, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustee or Mortgagee. If the Trustee or Mortgagee shall have given notice of sale hereunder, any successor or substitute trustee or mortgagee agent thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute trustee or mortgagee agent conducting the sale. Section 5.04 Judicial Foreclosure Receivership. If an Event of Default shall occur and be continuing the Mortgagee shall have the right and power to proceed by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for any foreclosure hereunder or for the sale of the Collateral under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any foreclosure hereunder or the sale of the Collateral under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. Any money advanced by the Trustee and /or the Mortgagee in connection with any such receivership shall be a demand obligation (which obligation the Mortgagor hereby expressly promises to pay) owing by the Mortgagor to the Trustee and /or the Mortgagee and shall bear interest from the date of making such advance by the Trustee and /or the Mortgagee until paid at the Post Default Rate. Section 5.05 Foreclosure for Installments. The Mortgagee shall also have the option to proceed with foreclosure in satisfaction of any installments of the Secured Obligations which have not been paid when due either through the courts or by directing the Trustee to proceed with non judicial foreclosure by exercise of the power of sale granted herein, in satisfaction of the matured but unpaid portion of the Secured Obligations as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest and other Secured Obligations then due; such sale may be made subject to the unmatured portion of the Secured Obligations, and any such sale shall not in any manner affect the unmatured portion of the Secured Obligations, but as to such unmatured portion of the 000555 Secured Obligations this Mortgage shall remain in full force and effect just as though no sale had been made hereunder. It is further agreed that several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Secured Obligations, it being the purpose hereof to provide for a non judicial foreclosure and sale of the security for any matured portion of the Secured Obligations without exhausting the power to foreclose and sell the Mortgaged Property for any subsequently maturing portion of the Secured Obligations. Section 5.06 Separate Sales. To the extent permitted by applicable law, the Collateral may be sold in one or more parcels and in such manner and order as the Mortgagee, in its sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. Section 5.07 Possession of Mortgaged Property. If an Event of Default shall occur and be continuing, then, to the extent permitted by applicable law, the Mortgagee shall have the right and power to enter into and upon and take possession of all or any part of the Collateral in the possession of the Mortgagor, its successors or assigns, or its or their agents or servants, and may exclude the Mortgagor, its successors or assigns, and all persons claiming under the Mortgagor, and its or their agents or servants wholly or partly therefrom; and, holding the same, the Mortgagee may use, administer, manage, operate and control the Collateral and conduct the business thereof to the same extent as the Mortgagor, its successors or assigns, might at the time do and may exercise all rights and powers of the Mortgagor, in the name, place and stead of the Mortgagor, or otherwise as the Mortgagee shall deem best. All costs, expenses and liabilities of every character incurred by the Mortgagee in administering, managing, operating, and controlling the Mortgaged Property shall constitute a demand obligation (which obligation the Mortgagor hereby expressly promises to pay) owing by the Mortgagor to the Mortgagee and shall bear interest from date of expenditure until paid at the Post Default Rate. Section 5.08 Occupancy After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale the Mortgagor or the Mortgagor's representatives, successors or assigns or any other person claiming any interest in the Collateral by, through or under the Mortgagor, are occupying or using the Mortgaged Property or any part thereof, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either the landlord or tenant, or at a reasonable rental per day based upon the value of the property occupied, such rental to be due daily to the purchaser. To the extent permitted by applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having jurisdiction. Section 5.09 Remedies Cumulative, Concurrent and Nonexclusive. Every right, power, privilege and remedy herein given to the Trustee or the Mortgagee shall be cumulative and in 656424v.2 CHA715/16027 -14- addition to every other right, power and remedy herein specifically given or now or hereafter existing in equity, at law or by statute (including specifically those granted by the Applicable UCC in effect and applicable to the Collateral or any portion thereof). Each and every right, power, privilege and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Trustee or the Mortgagee, and the exercise, or the beginning of the exercise, or the abandonment, of any such right, power, privilege or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other right, power, privilege or remedy. No delay or omission by the Trustee or the Mortgagee or any Other Secured Person in the exercise of any right, power or remedy shall impair any such right, power, privilege or remedy or operate as a waiver thereof or of any other right, power, privilege or remedy then or thereafter existing. Section 5.10 Discontinuance of Proceedings. If the Trustee or the Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted hereunder or under any Secured Transaction Document or available at law and shall thereafter elect to discontinue or abandon same for any reason, then it shall have the unqualified right so to do and, in such an event, the parties shall be restored to their former positions with respect to the Secured Obligations, this Mortgage, the Credit Agreement, the Collateral and otherwise, and the rights, remedies, recourses and powers of the Trustee and the Mortgagee, as applicable, shall continue as if same had never been invoked. Section 5.11 No Release of Obligations. Neither the Mortgagor, any Guarantor nor any other person hereafter obligated for payment of all or any part of the Secured Obligations shall be relieved of such obligation by reason of: (a) the failure of the Trustee to comply with any request of the Mortgagor, or any Guarantor or any other Person so obligated on all or any part of the Secured Obligations; (b) the release, regardless of consideration, of the Mortgaged Property or any portion thereof or interest therein or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and the Mortgagee extending, renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to the Mortgagor, any Guarantor or such other Person, and in such event the Mortgagor, Guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by the Mortgagee; or (d) by any other act or occurrence save and except if the Secured Obligations are Paid In Full In Cash and any other obligations hereunder or under the Credit Agreement are completely fulfilled. Section 5.12 Release of and Resort to Collateral. The Mortgagee may release, regardless of consideration, any part of the Collateral without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien created in or evidenced by this Mortgage or its stature as a first and prior Lien in and to the Collateral (subject to Permitted Encumbrances), and without in any way releasing or diminishing the liability of any Person liable for the repayment of the Secured Obligations. For payment of the Secured Obligations, the Mortgagee may, except as may be limited by applicable law, resort to any other security 656424v.2 CHA715/16027 -15- 000556 656424v.2 CHA715/16027 -16- 000557 therefor held by the Mortgagee or the Trustee in such order and manner as the Mortgagee may elect. Section 5.13 Waiver of Redemption, Notice and Marshalling of Assets, Etc. To the fullest extent permitted by law, the Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to the Mortgagor by virtue of any present or future moratorium law or other law exempting the Collateral from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of the Mortgagee's or any other secured Person's intention to accelerate maturity of the Secured Obligations or of any election to exercise or any actual exercise of any right, remedy or recourse provided for hereunder or under any Secured Transaction Document or available at law; and (c) any right to a marshalling of assets or a sale in inverse order of alienation. If any law referred to in this Mortgage and now in force, of which the Mortgagor or its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall thereafter be deemed not to constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. If the laws of any state which provides for a redemption period do not permit the redemption period to be waived, the redemption period shall be specifically reduced to the minimum amount of time allowable by statute. Section 5.14 Application of Proceeds. The proceeds of any sale of the Mortgaged Property or any part thereof and all other monies received in any proceedings for the enforcement hereof or otherwise, whose application has not elsewhere herein been specifically provided for, shall be applied as required by applicable law, or in the absence of any such requirement, as follows:: (a) First, to the payment of all reasonable expenses incurred by the Trustee or the Mortgagee incident to the enforcement of this Mortgage, the Credit Agreement or any Secured Transaction Document to collect any portion of the Secured Obligations (including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof, and of conveyances, and court costs, compensation of agents and employees, legal fees and a reasonable commission to the Trustee acting, if applicable), and to the payment of all other reasonable charges, expenses, liabilities and advances incurred or made by the Trustee or the Mortgagee under this Mortgage or in executing any trust or power hereunder; and (b) Second, as set forth in Section 10.02(c) of the Credit Agreement. Section 5.15 Resignation of Operator. In addition to all rights and remedies under this Mortgage, at law and in equity, if any Event of Default shall occur and be continuing and the Trustee or the Mortgagee shall exercise any remedies under this Mortgage with respect to any portion of the Mortgaged Property (or the Mortgagor shall transfer any Mortgaged Property "in lieu of' foreclosure) whereupon the Mortgagor is divested of its title to any of the Collateral, the Mortgagee shall have the right to request that any operator of any Mortgaged Property which is 000558 either the Mortgagor or any Affiliate of the Mortgagor to resign as operator under the joint operating agreement applicable thereto, and no later than 60 days after receipt by the Mortgagor of any such request, the Mortgagor shall resign (or cause such other Person to resign) as operator of such Collateral. Section 5.16 Indemnity. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE, IN CONNECTION WITH ANY ACTION TAKEN, FOR ANY LOSS SUSTAINED BY THE MORTGAGOR RESULTING FROM AN ASSERTION THAT THE MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY THIRD PERSONS OR ANY ACT OR OMISSION OF ANY INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNIFIED PARTY SEEKING INDEMNITY. No INDEMNIFIED PARTY WILL BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF THE MORTGAGOR. THE MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY EACH INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED PARTY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR MIGHT BE INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF THIS MORTGAGE OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER. IF ANY INDEMNIFIED PARTY SHALL MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE ATTORNEYS' FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION THE MORTGAGOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY THE MORTGAGOR TO SUCH INDEMNIFIED PARTY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE POST DEFAULT RATE. THE MORTGAGOR HEREBY ASSENTS TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF EACH INDEMNIFIED PARTY WITH RESPECT TO THE MORTGAGED PROPERTY TAKEN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS MORTGAGE. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 5.16 SHALL SURVIVE THE TERMINATION OF THIS MORTGAGE. Section 5.17 Federal, State and Tribal Transfers. Upon a sale conducted pursuant to this Article V of all or any portion of the Mortgaged Property consisting of interests (the "Federal, State and Tribal Interests in leases, easements, rights -of -way, agreements or other documents and instruments covering, affecting or otherwise relating to federal, state or tribal lands (including, without limitation, leases, easements and rights -of -way issued by the Bureau of Land Management; leases, easements and rights -of -way issued by the School and Institutional Trust Lands Administration or other applicable state agency; leases, easements and rights -of -way issued by the Bureau of Indian Affairs; and leases, easements, rights -of -way and minerals agreements with tribal governments or agencies or allottees), Mortgagor agrees to take all action and execute all instruments necessary or advisable to transfer the Federal, State and Tribal Interests to the purchaser at such sale, including without limitation, to execute, acknowledge and deliver assignments of the Federal and Tribal Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements, to seek and request approval thereof and to take all other action necessary or advisable in connection therewith. Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's attorney -in -fact and proxy, 656424v.2 CHA715 /16027 -17- 000559 with full power and authority in the place and steed of Mortgagor, in the name of Mortgagor or otherwise, to take any such action and to execute any such instruments on behalf of Mortgagor that Mortgagee may deem necessary or advisable to so transfer the Federal, State and Tribal Interests, including without limitation, the power and authority to execute, acknowledge and deliver such assignments, to seek and request approval thereof and to take all other action deemed necessary or advisable by Mortgagee in connection therewith; and Mortgagor hereby adopts, ratifies and confirms all such actions and instruments. Such power of attorney and proxy is coupled with an interest, shall survive the dissolution, termination, reorganization or other incapacity of Mortgagor and shall be irrevocable. No such action by Mortgagee shall constitute acknowledgment of, or assumption of liabilities relating to, the Federal, State and Tribal Interests, and neither Mortgagor nor any other party may claim that Mortgagee is bound, directly or indirectly, by any such action. Notwithstanding the appointment of Mortgagee as Mortgagor's attorney -in -fact and proxy as described above, by its acceptable of this Mortgage, Mortgagee hereby covenants and agrees that it shall not exercise any right or power under such attorney -in -fact and proxy except upon a sale conducted pursuant to this Article V of all or any portion of the Mortgaged Property. Section 5.18 Limitations on Rights and Waivers. All rights, powers and remedies herein conferred shall be exercisable by the Mortgagee only to the extent not prohibited by applicable law; and all waivers and relinquishments of rights and similar matters shall be effective only to the extent such waivers or relinquishments are not prohibited by applicable law. ARTICLE VI THE TRUSTEE Section 6.01 Duties, Rights, and Powers of Trustee. The Trustee shall have no duty to see to any recording, filing or registration of this Mortgage or any other instrument in addition or supplemental thereto, or to give any notice thereof, or to see to the payment of or be under any duty in respect of any tax or assessment or other governmental charge which may be levied or assessed on the Mortgaged Property, or any part thereof, or against the Mortgagor, or to see to the performance or observance by the Mortgagor of any of the covenants and agreements contained herein. The Trustee shall not be responsible for the execution, acknowledgment or validity of this Mortgage or of any instrument in addition or supplemental hereto or for the sufficiency of the security purported to be created hereby, and makes no representation in respect thereof or in respect of the rights of the Mortgagee. The Trustee shall have the right to hire and consult with counsel upon any matters arising hereunder and shall be fiilly protected in relying as to legal matters on the advice of counsel. The Trustee shall not incur any personal liability hereunder except for the Trustee's own gross negligence or willful misconduct; and the Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Section 6.02 Successor Trustee. The Trustee may resign by written notice addressed to the Mortgagee or be removed at any time with or without cause by an instrument in writing duly 656424v.2 CHA715/16027 -18- 000560 executed on behalf of the Mortgagee. In case of the death, resignation or removal of the Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying with applicable law or any applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property in any Deed of Trust State, and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are Paid In Full In Cash. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate. Section 6.03 Retention of Moneys. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law) and the Trustee shall be under no liability for interest on any moneys received by him hereunder. Section 7.01 Instrument Construed as Mortgage, Etc. With respect to any portions of the Mortgaged Property located in or adjacent to any State or other jurisdiction the laws of which do not provide for the use or enforcement of a deed of trust or the office, rights and authority of the Trustee as herein provided, the general language of conveyance hereof to the Trustee is intended and the same shall be construed as words of mortgage unto and in favor of the Mortgagee and the rights and authority granted to the Trustee herein may be enforced and asserted by the Mortgagee in accordance with the laws of the jurisdiction in which such portion of the Mortgaged Property is located and the same may be foreclosed at the option of the Mortgagee as to any or all such portions of the Mortgaged Property in any manner permitted by the laws of the jurisdiction in which such portions of the Mortgaged Property is situated. This Mortgage may be construed as a mortgage, deed of trust, conveyance, assignment, security agreement, fixture filing, pledge, financing statement, hypothecation or contract, or any one or more of them, in order fully to effectuate the Lien hereof and the purposes and agreements herein set forth. Section 7.02 Releases. ARTICLE VII MISCELLANEOUS (a) Full Release. If all Secured Obligations shall be Paid In Full In Cash, the Mortgagee shall forthwith cause satisfaction and discharge of this Mortgage to be entered upon 656424v.2 CHA715/16027 -19- 000561 the record at the expense of the Mortgagor and shall execute and deliver or cause to be executed and delivered such instruments of reconveyance, satisfaction and reassignment as may be appropriate. Otherwise, this Mortgage shall remain and continue in full force and effect. (b) Partial Release. If any of the Mortgaged Property shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request and sole expense of the Mortgagor, shall promptly execute and deliver to the Mortgagor all releases, re- conveyances or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Mortgaged Property. (c) Possession of Notes. The Mortgagor acknowledges and agrees that possession of any Note (or any replacements of any said Note or other instrument evidencing any part of the Secured Obligations) at any time by the Mortgagor or any other guarantor shall not in any manner extinguish the Secured Obligations or this Mortgage, and the Mortgagor shall have the right to issue and reissue any of the Notes from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the Secured Obligations or the Lien of this Mortgage. Section 7.03 Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of the Trustee, the Mortgagee and the Other Secured Persons in order to effectuate the provisions hereof. The invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Section 7.04 Successors and Assigns. The terms used to designate any party or group of persons shall be deemed to include the respective heirs, legal representatives, successors and, assigns of such Persons. Section 7.05 Satisfaction of Prior Encumbrance. To the extent that proceeds of the Credit Agreement are used to pay indebtedness secured by any outstanding Lien against the Mortgaged Property then the parties agree that: (a) such proceeds have been advanced at the Mortgagor's request, and (b) the Mortgagee and the Lenders shall be subrogated to any and all rights and Liens owned by any owner or holder of such outstanding Liens, irrespective of whether said Liens are or have been released. It is expressly understood that, in consideration of the payment of such other indebtedness, the Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the indebtedness. Section 7.06 Application of Payments to Certain Obligations. If any part of the Secured Obligations cannot be lawfully secured by this Mortgage or if any part of the Mortgaged Property cannot be lawfiilly subject to the Lien hereof to the full extent of the Secured Obligations, then all payments made shall be applied on said Secured Obligations first in discharge of that portion thereof which is not secured by this Mortgage. 656424v.2 CHA715 /16027 -20- 656424v.2 CHA715/16027 -21- 00056; Section 7.07 Nature of Covenants. The covenants and agreements herein contained shall constitute covenants running with the land and interests covered or affected hereby and shall be binding upon the legal representatives, successors and assigns of the parties hereto. Section 7.08 Notices. All notices, requests, consents, demands and other communications required or permitted hereunder shall be in writing and shall be deemed sufficiently given or furnished if delivered by registered or certified United States mail, postage prepaid, or by personal service (including express or courier service) at the addresses specified in the definition of "Trustee" and Section 12.01 of the Credit Agreement (unless changed by similar notice in writing given by the particular party whose address is to be changed). Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery at the address and in the manner provided herein, upon receipt; provided that, service of notice as required by the laws of any state in which portions of the Mortgaged Property may be situated shall for all purposes be deemed appropriate and sufficient with the giving of such notice. Section 7.09 Counterparts. This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged Property is situated in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which a particular counterpart is recorded shall be attached as Exhibit A to such counterpart, and if the Mortgaged Property is located in more than one county, the filing party may choose to attach as Exhibit A descriptions of only those portions of the Mortgaged Property located in the county in which a particular counterpart is recorded. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Complete copies of this Mortgage containing the entire Exhibit A have been retained by the Mortgagee. Section 7.10 Governing Law. This Mortgage shall be construed under and governed by the laws of the state in which the Mortgaged Property is located. Section 7.11 Financing Statement; Fixture Filing. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all Fixtures included within the Mortgaged Property and is to be filed or filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Mortgaged Property (including said Fixtures) are situated. This Mortgage shall also be effective as a financing statement covering As- Extracted Collateral (including oil and gas and all other substances of value which may be extracted from the ground) and accounts financed at the wellhead or minehead of wells or mines located on the properties subject to the Applicable UCC and is to be filed for record in the real estate records, UCC records or other appropriate records of each jurisdiction where any part of the Mortgaged Property is situated. Section 7.12 Execution of Financing Statements. Pursuant to the Applicable UCC, the Mortgagor authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file or record financing statements, continuation statements, amendments thereto and other filing or recording documents or instruments with respect to the Mortgaged Property 000563 without the signature of the Mortgagee in such form and in such offices as the Mortgagee reasonably determines appropriate to perfect the security interests of the Mortgagee under this Agreement. The Mortgagor also authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file or record such financing statements that describe the collateral covered thereby as "all assets of the Mortgagee "all personal property of the Mortgagee" or words of similar effect. The Mortgagor shall pay all costs associated with the filing of such instruments. Section 7.13 Exculpation Provisions. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS MORTGAGE; AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE; THAT IT HAS IN FACT READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS MORTGAGE; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS MORTGAGE RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS MORTGAGE ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS." Section 7.14 References. The words "herein," "hereof," "hereunder" and other words of similar import when used in this Mortgage refer to this Mortgage as a whole, and not to any particular article, section or subsection. Any reference herein to a Section shall be deemed to refer to the applicable Section of this Mortgage unless otherwise stated herein. Any reference herein to an exhibit or schedule shall be deemed to refer to the applicable exhibit or schedule attached hereto unless otherwise stated herein. Section 7.15 Swap Agreements. (a) Only Lender Counterparties Secured. The benefit of the provisions of this Mortgage relating to collateral securing Indebtedness attributable to Swap Agreements shall extend to the benefit of (i) any Lender (or any Affiliate of any Lender) and (ii) those counterparties to Swap Agreements with Mortgagor or its Subsidiaries entered into while such Person or its Affiliate was a Lender regardless of whether such Person is a Lender or an Affiliate of a Lender thereafter; provided that amounts owing or to be owing by Mortgagor under Swap Agreement transactions entered into after such Person (or Affiliate) is no longer a Lender hereunder shall not be entitled to such benefit of such collateral. (b) Lien Securing Swap Agreements Not Extinguished by Termination. If Swap Agreements remain outstanding among the Mortgagor or any Guarantor and any Lender or Affiliate of any Lender when the Indebtedness under the Credit Agreement have been Paid In Full In Cash then the Liens created by this Mortgage shall not be terminated, such Lender or 656424v.2 CHA715/16027 -22- 000564 Affiliate being entitled to all of the benefits of this Mortgage until all Swap Agreements between the Mortgagor and such Lender are Paid In Full In Cash. ARTICLE VIII STATE SPECIFIC PROVISIONS Section 8.01 State Specific Provisions Generally. The state specific provisions detailed in this Article VIII apply to (1) Mortgaged Property located in that state or commonwealth and (2) UCC Collateral subject to the applicable law of that state or commonwealth. Section 8.02 Special Utah Provisions (a) Trustee. The Trustee is a title insurance company qualified to serve as trustee under the provisions of Section 57- 1- 21(1)(a)(iv) of the Utah Code Annotated. Section 8.03 Special Wyoming Provisions. (a) A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS MORTGAGE (b) This Mortgage shall constitute a mortgage under applicable Wyoming law, and if an Event of Default shall occur and be continuing, may be foreclosed by judicial action, under the power of sale granted herein or under any other manner or procedure then permitted by applicable law. Any sale of the Mortgaged Property under this Mortgage shall take place at such place or places and otherwise in such manner and terms and upon such notice as may be required by law; or, in the absence of any such requirement, as Mortgagee may deem appropriate. [SIGNATURES BEGIN NEXT PAGE] 656424v.2 CHA715/16027 -23- STATE OF TCK S COUNTY OF 1 A i t5 The foregoing instrument was acknowledged before me on this j of December, 2010, by David H. Keyte, the Chief Executive Officer of CAERUS NORTHERN ROCKIES LLC, a Delaware limited liability company, on behalf of the limited liability company. Seal: STATE OF 1 COUNTY OF LIAR -tS The foregoing instrument was acknowledged before me on th th day of December, 2010, by David H. Keyte, the Chief Executive Officer of CAERUS NORTHERN ROCKIES LLC, a Delaware limited liability company, on behalf of the limited liability company. Seal: 656424 EXECUTED this (I day of December, 2010, to be effective as of the Effective Date. CAERUS NORTHERN ROCKIES LLC JANICE M. COOKE NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. 07.19-2012 JANICE M. COOKE NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. 07 -19 -2012 By: Utah Acknowledgment Wyoming Acknowledgment Signature Page Caerus Northern Rockies LLC Mortgage David H. Keyte Chief Executive Officer &"1/4_— Nttary Public N&tary Public 000565 656424v.2 CHA715/16027 EXHIBIT A (attached) Exhibit A 000566 1— z 0 0 0 C7 N CO (n 0 CA C) H w (n (n 0 U w (n 0 U w V w Cl) w z N (1) N (n 0 w (n N (n 1 0 U w (n N w z z 0 w v) el (0 1� co 0) 0)) 0) O r CO CO V a)) V c r 0 CD 2 N V v v I N W 0 w (n N N CO CO N (n 1- 0 J o U w (n V W (n N (n z Z L1L co U w CO Z 0 1-- 0 J 0 0 Z Zz d OU 0 0 M 000567 w N w -J W 0) N Z Z N N W w u) CO r�i r M N N vt N N N co ti a) ti ti ti 0) 0) 0) a) a O T V W co N 0 W v 0) N 0 W 0) W C!) 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