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HomeMy WebLinkAbout962219ATTENTION 1 cc vi Recording requested by and when recorded mail to: Gary B. Clark Fulbright Jaworski L.L.P. 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 COUNTY CLERK, WYOMING: RECEIVED 12/5/2011 at 3:00 PM RECEIVING 962219 BOOK: 777 PAGE: 394 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT FROM CHARGER RESOURCES, LLC, a Delaware limited liability company (Organizational I.D. No. 4855270) TO WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT Dated November 30, 2011 00394 A CARBON, PHOTOGRAPHIC, FACSIMILE OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES AND COVERS PROCEEDS OF COLLATERAL. 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 OR MINEHEADS OF THE WELLS OR MINES LOCATED ON THE PROPERTIES DESCRIBED IN SECTION 1.1 OF THIS INSTRUMENT. THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND AS- EXTRACTED COLLATERAL (INCLUDING THE OIL AND GAS PRODUCED FROM THE MORTGAGED PROPERTIES DESCRIBED HEREIN). THIS INSTRUMENT IS A FINANCING STATEMENT AND FIXTURE FILING AND IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTIES REFERENCED IN EXHIBIT A HERETO AND SUCH FILING SHALL SERVE, AMONG OTHER PURPOSES, AS A FIXTURE FILING. THE MORTGAGOR (AS HEREINAFTER DEFINED) HAS AN INTEREST OF RECORD IN THE REAL ESTATE AND IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN SECTION 1.1 OF THIS INSTRUMENT. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW AGENT (AS HEREINAFTER DEFINED) TO TAKE THE MORTGAGED PROPERTIES (AS HEREINAFTER DEFINED) AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR (AS HEREINAFTER DEFINED) UNDER THIS MORTGAGE. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 00395 Page ARTICLE I. Granting Clauses; Secured Indebtedness 1 Section 1.1. Grant and Mortgage 1 Section 1.2. Scope of Mortgage 2 Section 1.3. Grant of Security Interest 2 Section 1.4. Authorization to File Financing Statements 4 Section 1.5. Note, Loan Documents, Other Obligations 5 Section 1.6. Secured Indebtedness 5 Section 1.7. Limit on Secured Indebtedness and Collateral 6 Section 1.8. Future Advances 6 Section 1.9. Maturity and Aggregate Unpaid Principal Amount 6 ARTICLE II. Representations, Warranties and Covenants 6 Section 2.1. Representations 6 Section 2.2. Compliance by Operator 9 Section 2.3. Performance on Mortgagor's Behalf 9 Section 2.4. Recording 9 Section 2.5. Reporting Compliance 9 Section 2.6. Release of Mortgage 9 ARTICLE III. Assignment of Production, Accounts and Proceeds 10 Section 3.1. Assignment of Production 10 Section 3.2. Effectuating Payment of Production Proceeds to Agent 10 Section 3.3. Change of Purchaser 11 Section 3.4. Application of Production Proceeds 11 Section 3.5. Release From Liability; Indemnification 12 Section 3.6. Mortgagor's Absolute Obligation to Pay 13 ARTICLE IV. Remedies Upon Default 13 Section 4.1. Default 13 Section 4.2. Acceleration of Secured Indebtedness 13 Section 4.3. Pre Foreclosure Remedies 13 Section 4.4. Foreclosure 14 Section 4.5. Effective as Mortgage 16 CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 TABLE OF CONTENTS 00396 Section 4.6. Additional Actions 17 Section 4.7. Receiver 17 Section 4.8. Proceeds of Foreclosure 18 Section 4.9. Secured Party as Purchaser 18 Section 4.10. Foreclosure as to Matured Debt 18 Section 4.11. Remedies Cumulative 18 Section 4.12. Discretion as to Security 19 Section 4.13. Mortgagor's Waiver of Certain Rights 19 Section 4.14. Mortgagor as Tenant Post Foreclosure 19 ARTICLE V. Miscellaneous 20 Section 5.1. Notice to Account Debtors 20 Section 5.2. Waivers 20 Section 5.3. No Impairment of Security 20 Section 5.4. Acts Not Constituting Waiver 20 Section 5.5. Mortgagor's Successors 21 Section 5.6. Subrogation to Existing Liens 21 Section 5.7. Application of Payments to Certain Indebtedness 21 Section 5.8. Compliance With Usury Laws 21 Section 5.9. No Liability for Agent 21 Section 5.10. Notices 22 Section 5.11. Invalidity of Certain Provisions 22 Section 5.12. Gender; Titles 22 Section 5.13. Certain Consents 22 Section 5.14. Certain Obligations of Mortgagor 23 Section 5.15. Authority of Agent 23 Section 5.16. Counterparts 23 Section 5.17. Successors and Assigns 23 Section 5.18. FINAL AGREEMENT OF THE PARTIES 23 Section 5.19. CHOICE OF LAW 24 Section 5.20. Flood Insurance Regulations 24 Section 5.21. Federal Leases 24 Section 5.22. Indian Leases 24 CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 11 0039? MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Mortgage ARTICLE I. Granting Clauses; Secured Indebtedness CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 1 003 Section 1.1. Grant and Mortgage. CHARGER RESOURCES, LLC, a Delaware limited liability company, Organizational Identification No. 4855270 (herein called "Mortgagor in consideration of the sum of Ten Dollars ($10.00) to Mortgagor in hand paid, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, MORTGAGE, WARRANT, BARGAIN, SELL, CONVEY, TRANSFER AND ASSIGN unto WELLS FARGO BANK, N.A., in its capacity as Administrative Agent (in such capacity the "Agent for the benefit of the Secured Parties (as defined in the Credit Agreement hereinafter defined), and (b) grant to Agent a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to the following described properties, rights and interests (each such property being individually referred to herein as a "Mortgaged Property" and such properties being collectively referred to herein as the "Mortgaged Properties (a) The oil, gas and /or other mineral properties which are described in Exhibit A attached hereto and made a part hereof; (b) Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the lands described or referred to in Exhibit A (or described in any of the instruments described or referred to in Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in Exhibit A hereto or in any of the leases or other agreements described in Exhibit A hereto and (ii) the oil, gas and/or mineral leases or other instruments and agreements described in Exhibit A hereto, or which cover or pertain to the lands described or referred to in Exhibit A, even if such leases or other instruments and agreements are not described on Exhibit A, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto; (c) All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and /or mineral unitization, pooling and/or communitization agreements, declarations and /or orders, and in and to the properties, rights and interests covered and the units created thereby (including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause (a) or (b) above; (d) All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and /or farm -in agreements, salt water disposal agreements, area of mutual interest agreements and other contracts and/or agreements described on Exhibit A or which cover, affect or otherwise relate to the properties, rights and interests described in clauses (a), (b) or (c) above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons or other minerals produced from (or allocated to) such properties, rights and interests (including, but not limited to, those contracts listed in Exhibit A hereto), as the same may be amended or supplemented from time to time; (e) All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and /or personal property (including, without limitation, all oil and gas wells, including those identified on Exhibit A attached hereto and made a part hereof, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities and power, telephone and telegraph lines), and all easements, servitudes, rights -of -way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clauses (a), (b), (c) or (d) above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons or other minerals produced from (or allocated to) such properties, rights and interests; and (f) All rights, estates, powers and privileges appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties, together with all rights, hereditaments and appurtenances in any way appertaining or belonging thereto, unto Agent for the benefit of the Secured Parties, for the uses and purposes herein set forth forever. Section 1.2. Scope of Mortgage. This Mortgage is a mortgage of both real /immovable and personal/movable property, a security agreement, a financing statement and an assignment, and also covers proceeds and fixtures. For purposes hereof, the names and addresses of the "debtor" and "secured party" are those of the Mortgagor and Agent, respectively. The description of the types (or items) of property covered by this financing statement are all of the property described in the following definition of Property, including without limitation all such property which is or is to become a fixture or is as- extracted collateral. Mortgagor is the record owner of the real estate or of certain interests in the real estate comprising the Mortgaged Property. Section 1.3. Grant of Security Interest. In order to further secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, Mortgagor hereby grants to Agent for the benefit of the Secured Parties a security interest in the entire interest of Mortgagor (whether now owned or hereafter acquired by operation of law or otherwise) in and to: CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 2 00399 CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 3 0 0;x. (a) all as- extracted collateral (as defined in the UCC (as hereinafter defined)), including, but not limited to, all oil, gas, other hydrocarbons and other minerals produced from or allocated to the Mortgaged Properties, and any products processed or obtained therefrom (herein collectively called the "Production together with all proceeds of Production (regardless of whether Production to which such proceeds relate occurred on or before or after the date hereof), and together with all liens and security interests securing payment of the proceeds of the Production, including, but not limited to, those liens and security interests provided for under (i) statutes enacted in the jurisdictions in which the Mortgaged Properties are located or (ii) statutes made applicable to the Mortgaged Properties under federal law (or some combination of federal and state law); (b) without limitation of any other provisions of this Section 1.3, all payments received in lieu of production from the Mortgaged Properties (regardless of whether such payments accrued, and /or the events which gave rise to such payments occurred, on or before or after the date hereof), including, without limitation, "take or pay" payments and similar payments; payments received in settlement of or pursuant to a judgment rendered with respect to take or pay or similar obligations or other obligations under a production sales contract; payments received in buyout or buydown or other settlement of a production sales contract; and payments received under a gas balancing or similar agreement as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to) rights held by Mortgagor as a result of Mortgagor (and /or its predecessors in title) taking or having taken less gas from lands covered by a Mortgaged Property (or lands pooled or unitized therewith) than their ownership of such Mortgaged Property would entitle them to receive (the payments described in this clause (b) being herein called "Payments in Lieu of Production (c) all equipment, inventory, improvements, fixtures, accessions, goods and other personal property or movable property of whatever nature now or hereafter located on or used or held for use in connection with the Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting or marketing of Production), and all licenses and permits of whatever nature now or hereafter used or held for use in connection with the Mortgaged Properties (or in connection with the operation thereof or the treating, handling, storing, processing, transporting or marketing of Production), and all renewals or replacements of the foregoing or substitutions for the foregoing; (d) all contract rights, choses in action (i.e., rights to enforce contracts or to bring claims thereunder) and other general intangibles (regardless of whether the same arose, or the events which gave rise to the same occurred, on or before or after the date hereof) related to the Mortgaged Properties, the operation thereof (whether Mortgagor is operator or non operator), or the treating, handling, storing, processing, transporting or marketing of Production (including, without limitation, any of the same relating to payment of proceeds of Production or to payment of amounts which could constitute Payments in Lieu of Production); (e) without limitation of the generality of the foregoing, any rights and interests of Mortgagor under any present or future Swap Agreements (as defined in the Credit Agreement hereinafter defined) now existing or hereafter entered into by or on behalf of Mortgagor; (f) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Mortgaged Properties, the Production or any other item of Property (as hereinafter defined) in which Mortgagor now or hereafter has ownership rights or rights to use to the extent of such rights or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media and other forms of recording or obtaining access to such data; (g) all money, documents, instruments, chattel paper, securities, accounts or general intangibles arising from or by virtue of any transaction (regardless of whether such transaction occurred on or before or after the date hereof) related to the Mortgaged Properties, the Production or any other item of Property; (h) without limitation of or by any of the forgoing, all rights, titles and interests now owned or hereafter acquired by Mortgagor in any and all goods, inventory, equipment, as- extracted collateral, documents, money, instruments, intellectual property, certificated securities, uncertificated securities, investment property, letters of credit, rights to proceeds of written letters of credit and other letter -of- credit rights, commercial tort claims, deposit accounts, payment intangibles, general intangibles, contract rights, chattel paper (including, without limitation, electronic chattel paper and tangible chattel paper), rights to payment evidenced by chattel paper, software, supporting obligations and accounts, wherever located, and all rights and privileges with respect thereto (all of the properties, rights and interests described in clauses (a), (b), (c), (d), (e), (f), and (g), above and this clause (h) being herein sometimes collectively called the "Collateral and (i) all proceeds of the Collateral, whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real /immovable property, personal /movable property or other assets (the Mortgaged Properties, the Collateral and the proceeds of the Collateral being herein sometimes collectively called the "Property Except as otherwise expressly provided in this Mortgage, all terms in this Mortgage relating to the Collateral and the grant of the foregoing security interest which are defined in the applicable Uniform Commercial Code (the "UCC shall have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Mortgage, then such term, as used herein, shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Mortgage, such amendment or holding shall be disregarded in defining terms used in this Mortgage. Section 1.4. Authorization to File Financing Statements. Mortgagor hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements and amendments thereto necessary to implement the terms of this Mortgage and describing the Collateral or the Property. Such CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 4 00401 (d) All Secured Swap Obligations; (e) All Cash Management Obligations; 00402 financing statements or amendments may indicate that they cover all assets or all personal property of Mortgagor. Section 1.5. Note, Loan Documents, Other Obligations. This Mortgage is made to secure and enforce the payment and performance of the following promissory notes, obligations, indebtedness and liabilities: (a) All indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of that certain Credit Agreement dated as of November 30, 2011, among Charger Resources, LLC, a Delaware limited liability company, the lenders from time to time party thereto (the "Lenders and Agent (such Credit Agreement as the same may from time to time be supplemented, amended or modified, and all other agreements given in substitution therefor or in restatement, amendment and restatement, renewal or extension thereof, in whole or in part, being herein called the "Credit Agreement capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement), and the other Loan Documents (as defined below), including, without limitation, all of the Obligations; (b) Those certain promissory notes that may be issued from time to time pursuant to the Credit Agreement (such promissory notes, as the same may from time to time be renewed, extended, supplemented, amended or modified, and all other promissory notes given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, being herein called the "Notes (c) All indebtedness and other obligations now or hereafter incurred or arising in connection with the Letters of Credit and reimbursement obligations in respect thereof, together with interest and other amounts payable with respect thereto; (f) All indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of the Notes, the Credit Agreement, this Mortgage or any other instrument now or hereafter evidencing, governing, guaranteeing or securing the "secured indebtedness" (as hereinafter defined) or any part thereof or otherwise executed in connection with any advance or loan evidenced or governed by the Notes or the Credit Agreement (the Notes, the Credit Agreement, this Mortgage, the other Security Instruments and all such other instruments, agreements and certificates executed in connection with the Credit Agreement and this Mortgage being herein sometimes collectively called the "Loan Documents and (g) Without limiting the generality of the foregoing, all post petition interest, expenses and other duties and liabilities with respect to indebtedness or other obligations described above in this Section 1.5, which would be owed but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding. Section 1.6. Secured Indebtedness. The indebtedness referred to in Section 1.5, and all renewals, extensions and modifications thereof, and all substitutions therefor, in whole or in part, CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 5 are herein sometimes referred to as the "secured indebtedness" or the "indebtedness secured hereby." Section 1.7. Limit on Secured Indebtedness and Collateral. It is the intention of Mortgagor, Agent and Secured Parties that this Mortgage not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Mortgagor, and by Agent's acceptance hereof, Agent and Secured Parties hereby acknowledge and agree that, notwithstanding any other provision of this Mortgage: (a) the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by Mortgagor without rendering this Mortgage voidable under applicable law relating to fraudulent conveyances or fraudulent transfers and (b) the Property granted by Mortgagor hereunder shall be limited to the maximum amount of Property that can be granted by Mortgagor without rendering this Mortgage voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. Section 1.8. Future Advances. THIS MORTGAGE IS MADE PURSUANT TO A REVOLVING CREDIT ARRANGEMENT. Mortgagor and Agent agree and acknowledge that Agent and any Lender may elect to make additional advances under the terms of the Notes, the Credit Agreement, the other Loan Documents or otherwise, and that any such future advances shall be subject to, and secured by, this Mortgage. Should the secured indebtedness decrease or increase pursuant to the terms of the Notes, the Credit Agreement, the other Loan Documents or otherwise, at any time or from time to time, this Mortgage shall retain its priority position of record until (a) the termination of the Loan Documents, (b) the full, final and complete payment of all the secured indebtedness and (c) the full release and termination of the liens and security interests created by this Mortgage. Section 1.9. Maturity and Aggregate Unpaid Principal Amount. The maturity of the Notes and the indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of the Credit Agreement, subject to acceleration, is November 30, 2016. The aggregate unpaid principal amount of the secured indebtedness outstanding at any particular time which is secured by this Mortgage shall not aggregate in excess of Two Hundred Million and No /100 Dollars ($200,000,000). Such amount does not in any way imply that Lenders are obligated to make any future advances to Mortgagor at any time unless specifically so provided in the Credit Agreement or any of the other Loan Documents. ARTICLE II. Representations, Warranties and Covenants oO4' Section 2.1. Representations. Mortgagor represents, warrants and covenants as follows: (a) Title and Permitted Encumbrances. Mortgagor has, and Mortgagor covenants to maintain, good and defensible title to the Mortgaged Property, free and clear of all liens, security interests and encumbrances except those permitted by Section 9.03 of the Credit Agreement. Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands of all persons claiming or to claim the same or any part thereof. The ownership by CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 6 00404 Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Exhibit A, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "NRI" on Exhibit A, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "WI" on Exhibit A, except to the extent of any proportionate corresponding increase in net revenue interest. The above described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Exhibit A. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party except those permitted by Section 9.03 of the Credit Agreement. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and /or unit and /or property names and numbers assigned by purchasers of Production and internal identification names and numbers used by Mortgagor in accounting for revenues, costs and joint interest transactions attributable to the Mortgaged Properties). (b) Condition of Personal or Movable Property. The equipment, inventory, improvements, fixtures, goods and other tangible personal /movable property forming a part of the Property are and will remain in good repair and condition and are and will be adequate for the normal operation of the Property in accordance with prudent industry standards; all of such Property is, and will remain, located on the Mortgaged Properties, except for that portion thereof which is or shall be located elsewhere (including that usually located on the Mortgaged Properties but temporarily located elsewhere) in the course of the normal operation of the Property. (c) Operation of Properties. Mortgagor will or, to the extent that the right to operate is vested in others, will exercise its reasonable efforts to require the operator to do or cause to be done such development work as may be reasonably necessary to the prudent and economical operation of the Mortgaged Properties in accordance with the generally accepted practices of prudent operators in the industry, including all actions that may be appropriate to protect from diminution the productive capacity of the Mortgaged Properties and each producing well thereon, including, without limitation, cleaning out and reconditioning each well from time to time, plugging and completing at a different level or formation each such well, and drilling a substitute or replacement well to conform to changed spacing regulations or to remedy any mechanical, engineering or operational difficulty encountered during the life of each such well, and to protect the Mortgaged Properties against drainage whenever, and as often as, is necessary. (d) Defense of Mortgage. If the validity or priority of this Mortgage or of any rights, titles, liens or security interests created or evidenced hereby with respect to the Property or any part thereof or the title of Mortgagor to the Property shall be endangered or questioned or shall be attacked directly or indirectly or if any legal proceedings are instituted against Mortgagor with CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 7 respect thereto, Mortgagor will give prompt written notice thereof to Agent and at Mortgagor's own cost and expense will diligently endeavor to cure any defect that may be developed or claimed, and will take all necessary and proper steps for the defense of such legal proceedings, including, but not limited to, the employment of counsel, the prosecution or defense of litigation and the release or discharge of all adverse claims, and Agent (whether or not named as a party to legal proceedings with respect thereto), is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of this Mortgage and the rights, titles, liens and security interests created or evidenced hereby, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to the Property, the purchase of any tax title and the removal of prior liens or security interests, and all expenditures so made of every kind and character shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Agent and shall bear interest from the date expended until paid at the rate described in Section 2.3 hereof, and the party incurring such expenses shall be subrogated to all rights of the person receiving such payment. (e) Further Assurances. Mortgagor covenants to, on request of Agent, (i) promptly correct any defect, error or omission which may be discovered in the contents of this Mortgage, or in any other Loan Document, or in the execution or acknowledgment of this Mortgage or any other Loan Document; (ii) execute, acknowledge, deliver and record and/or file such further instruments (including, without limitation, further deeds of trust, mortgages, security agreements, financing statements, continuation statements and assignments of production, accounts, funds, contract rights, general intangibles and proceeds) and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Mortgage and the other Loan Documents and to more fully identify and subject to the liens and security interests hereof any property intended to be covered hereby, including specifically, but without limitation, any renewals, additions, substitutions, replacements or appurtenances to the Property; and (iii) execute, acknowledge, deliver and file and/or record any document or instrument (including specifically any financing statement) desired by Agent to protect the lien or the security interest hereunder against the rights or interests of third persons. Mortgagor shall pay all costs connected with any of the foregoing. (f) Not a Foreign Person. Mortgagor is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended, (hereinafter called the "Code Sections 1445 and 7701 (i.e., 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). (g) Inspection of Properties. Mortgagor covenants to permit or cause to be permitted Agent, its agents, employees and representatives, at their own risk and upon reasonable prior notice, to go upon, examine, inspect and remain on the Mortgaged Properties, and to go upon the derrick floor of any well or wells at any time drilled or being drilled thereon, and to strap, gauge, measure and inspect any and all tanks at any time on the Mortgaged Properties or holding oil, gasoline or casinghead gasoline therefrom; and Mortgagor shall do or cause to be done all things necessary and/or proper to enable Agent to exercise said rights whenever it so desires. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 8 00405 (h) Payment of Rentals. Mortgagor covenants to promptly pay and discharge or cause to be promptly paid and discharged all rentals, delay rentals, royalties and indebtedness accruing under, and to perform or cause to be performed each and every act, matter or thing required by each and all of the assignments, deeds, leases, subleases, contracts and agreements comprising a part of or affecting Mortgagor's interests in the Mortgaged Properties, and to do or cause to be done all other things necessary to keep unimpaired Mortgagor's rights with respect thereto and to prevent any forfeiture thereof or default thereunder. Section 2.2. Compliance by Operator. As to any part of the Mortgaged Properties which is not a working interest, Mortgagor agrees to take all such action and to exercise all rights and remedies as are available to Mortgagor to cause the owner or owners of the working interest in such properties to comply with the covenants and agreements contained herein; and as to any part of the Mortgaged Properties which is a working interest but which is operated by a party other than Mortgagor, Mortgagor agrees to take all such action and to exercise all rights and remedies as are available to Mortgagor (including, but not limited to, all rights under any operating agreement) to cause the party who is the operator of such property to comply with the covenants and agreements contained herein. Section 2.3. Performance on Mortgagor's Behalf. Mortgagor agrees that, if Mortgagor fails to perform any act or to take any action which hereunder Mortgagor is required to perform or take, or to pay any money which hereunder Mortgagor is required to pay, Agent, in Mortgagor's name or its own name, may, but shall not be obligated to, perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by Agent and any money so paid by Agent shall be a demand obligation owing by Mortgagor to Agent (which obligation Mortgagor hereby expressly promises to pay) and Agent, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment. Each amount due and owing by Mortgagor to Agent and /or any Lender pursuant to this Mortgage shall bear interest each day, from the date of such expenditure or payment until paid, at the rate as provided for past due ABR Borrowings under the Credit Agreement; all such amounts, together with such interest thereon, shall be a part of the secured indebtedness and shall be secured by this Mortgage. Section 2.4. Recording. Mortgagor will allow this Mortgage and all amendments and supplements thereto and substitutions therefor and all financing statements and continuation statements relating thereto to be recorded, filed, re- recorded and refiled in such manner and in such places as Agent shall reasonably request and will pay all such recording, filing, re- recording and refiling taxes, fees and other charges. Section 2.5. Reporting Compliance. Mortgagor agrees to comply with any and all reporting requirements applicable to the transaction evidenced by the Loan Documents and secured by this Mortgage which are set forth in any law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, and further agrees upon request of Agent to furnish Agent with evidence of such compliance. Section 2.6. Release of Mortgage. If all of the secured indebtedness has been paid in full, the Credit Agreement has been terminated, and all of the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed and no further CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 9 00406 obligation exists to provide credit or advance funds to Mortgagor or the maker of any promissory note (or other obligor with respect to other indebtedness) secured hereby, then, at Mortgagor's request, this Mortgage shall be released, in due form and at Mortgagor's cost; provided, however, that, notwithstanding such release, certain indemnifications and other rights, which are provided herein to continue following the release hereof, shall continue in effect unaffected by such release; and provided that if any payment to any Secured Party, or Agent, is held to constitute a preference or a voidable transfer under applicable state or federal laws or if for any other reason any Secured Party, or Agent, is required to refund such payment to the payor thereof or to pay the amount thereof to any third party, this Mortgage shall be reinstated to the extent of such payment or payments. ARTICLE III. Assignment of Production, Accounts and Proceeds Section 3.1. Assignment of Production. Mortgagor does hereby absolutely and unconditionally assign, transfer and set over to Agent for the benefit of Secured Parties all Production which accrues to Mortgagor's interest in the Mortgaged Properties, all proceeds of such Production and all Payments in Lieu of Production (herein collectively referred to as the "Production Proceeds together with the immediate and continuing right to collect and receive such Production Proceeds. Notwithstanding the assignment to the Agent of the Production Proceeds pursuant to the immediately preceding sentence, Mortgagor may continue to receive from the purchasers of Production all of the Production Proceeds accruing to Mortgagor's interest until such time as a default has occurred and is continuing and the Agent gives written notice to such purchasers that payment of all Production Proceeds shall be paid directly to Agent. Mortgagor agrees that no purchasers of the Production shall have any responsibility for the application of any funds paid to Agent and hereby directs and instructs any and all purchasers of any Production upon receipt of written notice from Agent to treat and regard Agent as the assignee and transferee of Mortgagor and to pay all of the Production Proceeds accruing to Mortgagor's interest to Agent. If Mortgagor receives any Production Proceeds at any time that Agent is entitled to such Production Proceeds pursuant to this Section 3.1, Mortgagor agrees to hold the same in trust and remit such Production Proceeds, or cause such Production Proceeds to be remitted, immediately to Agent for the benefit of the Secured Parties. Section 3.2. Effectuating Payment of Production Proceeds to Agent. Independent of the foregoing provisions and authorities herein granted, Mortgagor agrees to execute and deliver any and all transfer orders, division orders and other instruments that may be requested by Agent or that may be required by any purchaser of any Production for the purpose of effectuating payment of the Production Proceeds to Agent. If under any existing sales agreements, other than division orders or transfer orders, any Production Proceeds are required to be paid by the purchaser to Mortgagor so that under such existing agreements payment cannot be made of such Production Proceeds to Agent, Mortgagor's interest in all Production Proceeds under such sales agreements and in all other Production Proceeds which for any reason may be paid to Mortgagor shall, when received by Mortgagor during the continuance of a default, constitute trust funds in Mortgagor's hands and shall be immediately paid over to Agent. Without limitation upon any of the foregoing, Mortgagor hereby constitutes and appoints Agent as Mortgagor's special attorney in -fact (with full power of substitution, either generally or for such periods or purposes as Agent CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 10 0040¢ may from time to time prescribe) in the name, place and stead of Mortgagor to do any and every act and exercise any and every power that Mortgagor might or could do or exercise personally with respect to all Production and Production Proceeds (the same having been assigned by Mortgagor to Agent pursuant to Section 3.1 hereof), expressly inclusive, but not limited to, the right, power and authority to: (a) Execute and deliver in the name of Mortgagor any and all transfer orders, division orders, letters in lieu of transfer orders, indemnifications, certificates and other instruments of every nature that may be requested or required by any purchaser of Production from any of the Mortgaged Properties for the purposes of effectuating payment of the Production Proceeds to Agent or which Agent may otherwise deem necessary or appropriate to effect the intent and purposes of the assignment contained in Section 3.1; and (b) If under any product sales agreements other than division orders or transfer orders, any Production Proceeds are required to be paid by the purchaser to Mortgagor so that under such existing agreements payment cannot be made of such Production Proceeds to Agent, to make, execute and enter into such sales agreements or other agreements as are necessary to direct Production Proceeds to be payable to Agent; giving and granting unto said attorney -in -fact full power and authority to do and perform any and every act and thing whatsoever necessary and requisite to be done as fully and to all intents and purposes, as Mortgagor might or could do if personally present; and Mortgagor shall be bound thereby as fully and effectively as if Mortgagor had personally executed, acknowledged and delivered any of the foregoing certificates or documents. The powers and authorities herein conferred upon Agent may be exercised by Agent through any person who, at the time of the execution of the particular instrument, is an officer of Agent. The power of attorney herein conferred is granted for valuable consideration and hence is coupled with an interest and is irrevocable so long as the secured indebtedness, or any part thereof, shall remain unpaid. All persons dealing with Agent or any substitute shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Agent that all the secured indebtedness is fully and finally paid. Agent may, but shall not be obligated to, take such action as it deems appropriate in an effort to collect the Production Proceeds, and any reasonable expenses (including reasonable attorneys' fees) so incurred by Agent shall be a demand obligation of Mortgagor and shall be part of the secured indebtedness, and shall bear interest each day, from the date of such expenditure or payment until paid, at the rate described in Section 2.3 hereof. Section 3.3. Change of Purchaser. To the extent a default has occurred hereunder and is continuing, should any person now or hereafter purchasing or taking Production fail to make payment promptly to Agent of the Production Proceeds, Agent shall, subject to then existing contractual prohibitions, have the right to make, or to require Mortgagor to make, a change of purchaser, and the right to designate or approve the new purchaser, and Agent shall have no liability or responsibility in connection therewith so long as ordinary care is used in making such designation. Section 3.4. Application of Production Proceeds. All Production Proceeds received by Agent after the occurrence of a default shall be applied by Agent as follows: CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 11 00408 FIRST, to the payment of all costs and expenses of Agent incident to the collection of such Production Proceeds; SECOND, to the payment of all secured indebtedness in such manner and order as provided by the Credit Agreement; and THIRD, the remainder, if any, shall be paid to Mortgagor, or to Mortgagor's heirs, devisees, representatives, successors or assigns, or such other persons as may be entitled thereto by law. Section 3.5. Release From Liability; Indemnification. Agent and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Agent (for purposes of this paragraph, the term "Agent" shall include the directors, officers, partners, employees and agents of Agent and any persons or entities owned or controlled by or affiliated with Agent) from and against all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Agent by reason of the assertion that Agent received, either before or after payment in full of the secured indebtedness, funds from the production of oil, gas, other hydrocarbons or other minerals claimed by third persons (and /or funds attributable to sales of production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and /or orders governing such sales), and Agent shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it, Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by Agent in compromise, satisfaction or discharge of any such claim, action or judgment, and all court costs, attorneys' fees and other expenses of every character expended by Agent pursuant to the provisions of this section shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Agent and shall bear interest, from the date expended until paid, at the rate described in Section 2.3 hereof. The foregoing indemnities shall not terminate upon the Termination Date or upon the release, foreclosure or other termination of this Mortgage but will survive the Termination Date, foreclosure of this Mortgage or conveyance in lieu of foreclosure, and the repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. WITHOUT LIMITATION, IT IS THE INTENTION OF MORTGAGOR AND MORTGAGOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND /OR ANY OTHER) INDEMNIFIED PARTY OR BY OPERATION OF STRICT LIABILITY. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 12 00409 However, such indemnities shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party. Section 3.6. Mortgagor's Absolute Obligation to Pay. Nothing herein contained shall detract from or limit the obligations of Mortgagor to make prompt payment of the Loans, and any and all other secured indebtedness, at the time and in the manner provided herein and in the Loan Documents, regardless of whether the Production and Production Proceeds herein assigned are sufficient to pay the same, and the rights under this Article III shall be cumulative of all other rights under the Loan Documents. ARTICLE IV. Remedies Upon Default Section 4.1. Default. The term "default" as used in this Mortgage shall mean the occurrence of an "Event of Default" as defined in the Credit Agreement. Section 4.2. Acceleration of Secured Indebtedness. The secured indebtedness may be (and in certain circumstances shall automatically be) accelerated as provided in the Credit Agreement whereupon the same shall forthwith become due without presentment, demand, protest, notice of intent to accelerate and notice of acceleration or other notice of any kind, all of which Mortgagor hereby expressly waives. Agent for the benefit of the Secured Parties may thereupon avail itself of any of its legal and equitable rights and remedies, either by the institution of a suit or suits, in equity or at law, or in bankruptcy, in any court or courts of competent jurisdiction, whether for the specific performance of any covenant, undertaking or agreement contained herein or in the aid of any execution of any powers granted herein, or for any foreclosure hereof or hereunder, or for any sale of the Mortgaged Properties, or any part thereof, so far as may be authorized by law, or for the enforcement of such other or additional appropriate legal or equitable remedies as Agent may deem most effectual to protect and enforce the aforesaid rights. Section 4.3. Pre Foreclosure Remedies. Upon the occurrence and during the continuance of a default, Agent is authorized, prior or subsequent to the institution of any foreclosure proceedings, to enter upon the Property, or any part thereof, and to take possession of the Property and all books and records relating thereto, and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection or preservation of the Property. If necessary to obtain the possession provided for above, Agent may invoke any and all remedies to dispossess Mortgagor. All costs, expenses and liabilities of every character incurred by Agent by reason of this Mortgage or in managing, operating, maintaining, protecting or preserving the Property shall constitute a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Agent and shall bear interest from the date of expenditure until paid at the rate described in Section 2.3 of this Agreement, all of which shall constitute a portion of the secured indebtedness and shall be secured by this Mortgage and by any other instrument securing the secured indebtedness. In connection with any action taken by Agent pursuant to this Section 4.3, AGENT SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY MORTGAGOR CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 13 00410 RESULTING FROM ANY ACT OR OMISSION OF AGENT (INCLUDING AGENT'S OWN NEGLIGENCE OR BY OPERATION OF STRICT LIABILITY) IN MANAGING THE PROPERTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH OF AGENT, nor shall Agent be obligated to perform or discharge any obligation, duty or liability of Mortgagor arising under any agreement forming a part of the Property or arising under any Permitted Lien or otherwise arising. Mortgagor hereby assents to, ratifies and confirms any and all actions of Agent with respect to the Property taken under this Section 4.3. (a) If a default has occurred and is continuing, Agent is authorized and empowered and it shall be Agent's special duty to sell the Mortgaged Properties, or any part thereof, under the POWER OF SALE granted herein, as an entirety or in parcels as Agent may elect, at such place or places and otherwise in the manner and upon such notice as may be required by the law or, in the absence of any such requirement, as Agent may deem appropriate. If Agent shall have given notice of sale hereunder, any successor or assignee of Agent may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or assignee conducting the sale. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW AGENT TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. (b) If a default has occurred and is continuing, Agent may exercise its rights of enforcement with respect to the Collateral under the applicable UCC, as amended, or under any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 Section 4.4. Foreclosure. (i) Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, 14 00411 CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 00412, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.8 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this clause, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.8 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. Agent, acting under power of sale, may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by Agent, or any of its successors and assigns, as to the refusal, failure or inability to act of Agent or any of its successors and assigns or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. With respect to any sale held in foreclosure of the liens and /or security interests covered hereby, it shall not be necessary for Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his /her or its possession, either at the time of or prior to such sale, the Property or any part thereof. (d) Any deed, bill of sale or other conveyance executed by or on behalf of Agent, the sheriff or other official or party responsible for conducting the sale shall be prima facie evidence of the compliance with all statutory requirements for the sale and execution of such deed, bill of sale or other conveyance and will conclusively establish the truth and accuracy of the recitals and other matters stated therein, including, without limitation, nonpayment or nonperformance of the 15 secured indebtedness, violation of the terms and covenants contained herein, and the advertisement and conduct of such sale in the manner provided herein or as provided by applicable law. Mortgagor does hereby ratify and confirm all legal acts that Agent may do in carrying out the provisions of this Mortgage. Any sale of the Mortgaged Properties or any portion thereof pursuant to the provisions of this Article IV will operate to divest all right, title, interest, claim and demand of Mortgagor in and to the property sold and will be a perpetual bar against Mortgagor and shall, subject to applicable law, vest title in the purchaser free and clear of all liens, security interests and encumbrances, including without limitation, liens, security interests and encumbrances junior or subordinate to the liens, security interests and encumbrances created by this Mortgage. Upon any sale of the Mortgaged Properties or any portion thereof pursuant to the provisions of this Article IV, the receipt by Agent, the sheriff or other official or party responsible for conducting the sale, shall be sufficient discharge to the purchaser or purchasers at any sale for the purchase money, and such purchaser or purchasers and the heirs, devisees, personal representatives, successors and assigns thereof shall not, after paying such purchase money and receiving such receipt of Agent, the sheriff or such other official or party, be obliged to see to the application thereof or be in anywise answerable for any loss, misapplication or nonapplication thereof. (e) Upon a sale conducted pursuant to this Article IV of all or any portion of the Mortgaged Properties consisting of interests (the "Federal and Tribal Interests in leases, easements, rights -of -way, agreements or other documents and instruments covering, affecting or otherwise relating to federal 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 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 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 Agent as Mortgagor's attorney -in -fact and proxy, with full power and authority in the place and stead 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 Agent may deem necessary or advisable to so transfer the Federal 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 Agent 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 Agent shall constitute acknowledgment of or assumption of liabilities relating to, the Federal and Tribal Interests, and neither Mortgagor nor any other party may claim that Agent is bound, directly or indirectly, by any such action. Section 4.5. Effective as Mortgage. This instrument shall be effective as a mortgage and upon the occurrence of a default may be foreclosed as to the Mortgaged Properties, or any portion thereof, in any manner permitted by applicable law, and any foreclosure suit may be brought by Agent. To the extent, if any, required to cause this instrument to be so effective as a CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 16 4'0413 00414 mortgage, Mortgagor hereby mortgages the Mortgaged Properties to Agent. In the event a foreclosure hereunder as to the Mortgaged Properties, or any part thereof, shall be commenced by Agent, Agent may at any time before the sale of such properties abandon the sale, and may then institute suit for the foreclosure of this Mortgage as to such properties. It is agreed that if Agent should institute a suit for the foreclosure of this Mortgage, Agent may at any time before the entry of a final judgment in said suit dismiss the same and sell the Mortgaged Properties, or any part thereof, in accordance with the provisions of this Mortgage. Section 4.6. Additional Actions. This Mortgage shall also constitute and may be enforced from time to time as an assignment, chattel mortgage, contract, deed of trust, mortgage, financing statement and security agreement, and from time to time as any one or more thereof as appropriate under applicable law. Agent shall be entitled to all of the rights, remedies and benefits of a secured party, mortgagee and a beneficiary granted under applicable law; and, to the fullest extent of such law, shall be entitled to enforce such rights, remedies and benefits. Mortgagor intends and hereby grants to Agent all rights, powers and remedies accorded a secured party, mortgagee and a beneficiary under applicable law whether or not such rights, powers and remedies are expressly granted or reserved herein. Section 4.7. Receiver. In addition to all other remedies herein provided for, Mortgagor agrees that, upon the occurrence and during the continuance of a default, Agent shall as a matter of right be entitled to the appointment of a receiver or receivers for all or any part of the Property, whether such receivership be incident to a proposed sale (or sales) of such property or otherwise, and without regard to the value or adequacy of the Property or the solvency of any person or persons liable for the payment of the indebtedness secured hereby, and Mortgagor does hereby consent to the appointment of such receiver or receivers upon ex parte application, waives any and all defenses to such appointment, and agrees not to oppose any application therefor by Agent, and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Agent under Article III hereof or otherwise. Mortgagor expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver. Any such receiver shall have all powers conferred by the court appointing such receiver, which powers shall, to the extent not prohibited by applicable law include, without limitation, the right to enter upon and take immediate possession of the Property or any part thereof, to exclude Mortgagor therefrom, to hold, use, operate, manage and control such Property, to make all such repairs, replacements, alterations, additions and improvements to the same as such receiver or Agent may deem proper or expedient, to lease, sell or otherwise transfer the Property or any portion thereof as such receiver or Agent may deem proper or expedient, to sell all of the Production included in the same subject to the provisions of Article III hereof, to demand and collect all of the other earnings, rents, issues, profits, proceeds and other sums due or to become due with respect to such Property, accounting for only the net earnings arising therefrom after charging against the receipts therefrom all fees, costs, expenses, charges, damages and losses incurred by reason thereof plus interest at the rate described in Section 2.3 of this Mortgage without any liability to Mortgagor in connection therewith which net earnings shall be turned over by such receiver to Agent to be applied by Agent to the payment of the secured indebtedness in the order set forth in Section 3.4 hereof. Nothing herein is to be construed to deprive Agent or any Secured Party of any other right, remedy or privilege it may now or hereafter have under the law to have a receiver appointed. Any money advanced by Agent in connection with any such receivership shall be a demand obligation (which CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 17 obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Agent and shall bear interest, from the date of making such advancement by Agent until paid, at the rate described in Section 2.3 hereof. Section 4.8. Proceeds of Foreclosure. The proceeds of any sale held in foreclosure of the liens and /or security interests evidenced hereby shall be applied: FIRST, to the payment of all necessary costs and expenses of Agent incident to such foreclosure sale, including but not limited to all court costs and charges of every character in the event foreclosed by suit; SECOND, to the payment of all secured indebtedness in such manner and order as provided by the Credit Agreement; and THIRD, the remainder, if any, shall be paid to Mortgagor, or to Mortgagor's heirs, devisees, representatives, successors or assigns, or such other persons as may be entitled thereto by law. Section 4.9. Secured Party as Purchaser. Pursuant to Wyo. Stat. Ann. 34 -4 -108, any Secured Party shall have the right to become the purchaser at any sale held in foreclosure of the liens and /or security interests evidenced hereby, and any Secured Party purchasing at any such sale shall have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the secured indebtedness owing to such Secured Party, or if such Secured Party holds less than all of such indebtedness, the pro rata part thereof owing to such Secured Party, accounting to all other Secured Parties not joining in such bid in cash for the portion of such bid or bids apportionable to such non bidding Secured Party or Secured Parties. Section 4.10. Foreclosure as to Matured Debt. Upon the occurrence of a default, Agent shall have the right to proceed with foreclosure of the liens and/or security interests evidenced hereby without declaring the entire secured indebtedness due, and in such event, any such foreclosure sale may be made subject to the unmatured part of the secured indebtedness and shall not in any manner affect the unmatured part of the secured indebtedness, but as to such unmatured part, this Mortgage shall remain in full force and effect just as though no sale had been made. The proceeds of such sale shall be applied as provided in Section 4.8 except that the amount paid under clause SECOND thereof shall be only the matured portion of the secured indebtedness and any proceeds of such sale in excess of those provided for in clauses FIRST and SECOND (modified as provided above) shall be applied as provided in the Credit Agreement. Several sales may be made hereunder without exhausting the right of sale for any unmatured part of the secured indebtedness. Section 4.11. Remedies Cumulative. All remedies herein provided for are cumulative of each other and of all other remedies existing at law or in equity and are cumulative of any and all other remedies provided for in any other Loan Document, and, in addition to the remedies herein provided, there shall continue to be available all such other remedies as may now or hereafter exist at law or in equity for the collection of the secured indebtedness and the enforcement of the covenants herein and the foreclosure of the liens and/or security interests evidenced hereby, and the resort to any remedy provided for hereunder or under any such other Loan Document or CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 18 004A5 provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. Section 4.12. Discretion as to Security. Agent may resort to any security given by this Mortgage or to any other security now existing or hereafter given to secure the payment of the secured indebtedness, in whole or in part, and in such portions and in such order as may seem best to Agent in its sole and uncontrolled discretion, and any such action shall not in any way be considered as a waiver of any of the rights, benefits, liens or security interests evidenced by this Mortgage. Section 4.13. Mortgagor's Waiver of Certain Rights. To the full extent Mortgagor may do so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and Mortgagor, for Mortgagor, Mortgagor's heirs, devisees, representatives, successors and assigns, and for any and all persons ever claiming any interest in the Property, to the extent permitted by applicable law, hereby waives and releases all rights of appraisement, valuation, stay of execution, redemption, notice of intention to mature or declare due the whole of the secured indebtedness, notice of election to mature or declare due the whole of the secured indebtedness and all rights to a marshaling of assets of Mortgagor, including the Property, or to a sale in inverse order of alienation in the event of foreclosure of the liens and /or security interests hereby created. Mortgagor shall not have or assert any right under any statute or rule of law pertaining to the marshaling of assets, sale in inverse order of alienation, the exemption of homestead, the administration of estates of decedents or other matters whatever to defeat, reduce or affect the right under the terms of this Mortgage to a sale of the Property for the collection of the secured indebtedness without any prior or different resort for collection, or the right under the terms of this Mortgage to the payment of the secured indebtedness out of the proceeds of sale of the Property in preference to every other claimant whatever. If any law referred to in this section and now in force, of which Mortgagor or Mortgagor's heirs, devisees, representatives, successors or assigns or any other persons claiming any interest in the Mortgaged Properties or the Collateral might take advantage despite this section, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to preclude the application of this section. Section 4.14. Mortgagor as Tenant Post Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale Mortgagor or Mortgagor's heirs, devisees, representatives, successors or assigns or any other persons claiming any interest in the Property by, through or under Mortgagor are occupying or using the 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 landlord or tenant, 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 property (such as an action for forcible entry and detainer) in any court having jurisdiction. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 19 00416 Section 5.1. Notice to Account Debtors. In addition to, but without limitation of, the rights granted in Article III and Article IV hereof, Agent may, at any time after a default has occurred that is continuing, notify the account debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness included in the Collateral to pay Agent directly. Section 5.2. Waivers. Agent may at any time and from time to time in writing, but subject to any consents required under the Credit Agreement, waive compliance by Mortgagor with any covenant herein made by Mortgagor to the extent and in the manner specified in such writing, or consent to Mortgagor's doing any act which hereunder Mortgagor is prohibited from doing, or to Mortgagor's failing to do any act which hereunder Mortgagor is required to do, to the extent and in the manner specified in such writing, or release any part of the Property or any interest therein or any Production Proceeds from the lien and security interest of this Mortgage. Any party liable, either directly or indirectly, for the secured indebtedness or for any covenant herein or in any other Loan Document may be released from all or any part of such obligations without impairing or releasing the liability of any other party. No such act shall in any way impair any rights or powers hereunder except to the extent specifically agreed to in such writing. Section 5.3. No Impairment of Security. The lien, security interest and other security rights hereunder shall not be impaired by any indulgence, moratorium or release which may be granted, including, but not limited to, any renewal, extension or modification which may be granted with respect to any secured indebtedness, or any surrender, compromise, release, renewal, extension, exchange or substitution which may be granted in respect of the Property (including without limitation Production Proceeds), or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any secured indebtedness. Section 5.4. Acts Not Constituting Waiver. Any default may be waived by Agent without waiving any other prior or subsequent default. Any default may be remedied by Agent without waiving the default remedied. Neither failure to exercise, nor delay in exercising, any right, power or remedy upon any default shall be construed as a waiver of such default or as a waiver of the right to exercise any such right, power or remedy at a later date. No single or partial exercise of any right, power or remedy hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and every such right, power or remedy hereunder may be exercised at any time and from time to time. No modification or waiver of any provision hereof nor consent to any departure by Mortgagor therefrom shall in any event be effective unless the same shall be in writing and signed by Agent and then such waiver or consent shall be effective only in the specific instances, for the purpose for which given and to the extent therein specified. No notice to nor demand on Mortgagor in any case shall of itself entitle Mortgagor to any other or further notice or demand in similar or other circumstances. Acceptance of any payment in an amount less than the amount then due on any secured indebtedness shall be deemed an acceptance on account only and shall not in any way excuse the existence of a default hereunder. CHARGER RESOURCES, LLC WYOMMG MORTGAGE 95324199.4 ARTICLE V. Miscellaneous 20 00417 00418 Section 5.5. Mortgagor's Successors. In the event the ownership of the Property or any part thereof becomes vested in a person other than Mortgagor, then, without notice to Mortgagor, such successor or successors in interest may be dealt with, with reference to this Mortgage and to the indebtedness secured hereby, in the same manner as with Mortgagor, without in any way vitiating or discharging Mortgagor's liability hereunder or for the payment of the indebtedness or performance of the obligations secured hereby. No transfer of the Property, no forbearance and no extension of the time for the payment of the indebtedness secured hereby shall operate to release, discharge, modify, change or affect, in whole or in part, the liability of Mortgagor hereunder or for the payment of the indebtedness or performance of the obligations secured hereby or the liability of any other person hereunder or for the payment of the indebtedness secured hereby. Section 5.6. Subrogation to Existing Liens. To the extent that proceeds of the secured indebtedness are used to pay indebtedness secured by any outstanding lien, security interest, charge or prior encumbrance against the Property, such proceeds have been advanced at Mortgagor's request, and the party or parties advancing the same shall be subrogated to any and all rights, security interests and liens owned by any owner or holder of such outstanding liens, security interests, charges or encumbrances, irrespective of whether said liens, security interests, charges or encumbrances are released, and it is expressly understood that, in consideration of the payment of such indebtedness, Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the said indebtedness. Section 5.7. Application of Payments to Certain Indebtedness. If any part of the secured indebtedness cannot be lawfully secured by this Mortgage or if any part of the Property cannot be lawfully subject to the lien and security interest hereof to the full extent of such indebtedness, then all payments made shall be applied on said indebtedness first in discharge of that portion thereof which is not secured by this Mortgage. Section 5.8. Compliance With Usury Laws. It is the intent of Mortgagor, Secured Parties and all other parties to the Loan Documents to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof and subject to Section 12.12 of the Credit Agreement, it is stipulated and agreed that none of the terms and provisions contained herein shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. Section 5.9. No Liability for Agent. AGENT SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR ACT DONE BY AGENT IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, AGENT'S NEGLIGENCE OR BY OPERATION OF STRICT LIABILITY), EXCEPT FOR AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Agent shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by Agent hereunder, believed by Agent in good faith to be genuine. All moneys received by Agent 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 Agent shall be under no liability for interest on any CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 21 moneys received by him hereunder. Mortgagor hereby ratifies and confirms any and all acts which the herein named Agent or its successor or successors, substitute or substitutes, shall do lawfully by virtue hereof. Mortgagor will reimburse Agent for, and indemnify and save Agent harmless against, any and all liability and expenses (including attorneys' fees) which may be incurred by Agent in the performance of his duties. The foregoing indemnities shall not terminate upon the release, foreclosure or other termination of this Mortgage but will survive such release, tenination and /or foreclosure of this Mortgage, or conveyance in lieu of foreclosure, and the repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and /or securing the secured indebtedness. Any amount to be paid hereunder by Mortgagor to Agent shall be a demand obligation owing by Mortgagor to Agent and shall be subject to and covered by the provisions of Section 2.3 hereof. Section 5.10. 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 personal delivery, by telecopy, by delivery service with proof of delivery, or by registered or certified United States mail, postage prepaid, at the addresses specified at the end of this Mortgage (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 (a) in the case of personal delivery or delivery service, as of the date of first attempted delivery at the address and in the manner provided herein, (b) in the case of telecopy, upon receipt and (c) in the case of registered or certified United States mail, three days after deposit in the mail. Notwithstanding the foregoing, or anything else in the Loan Documents which may appear to the contrary, any notice given in connection with a foreclosure of the liens and/or security interests created hereunder, or otherwise in connection with the exercise by Agent or any Secured Party of their respective rights hereunder or under any other Loan Document, which is given in a manner permitted by applicable law shall constitute proper notice; without limitation of the foregoing, notice given in a form required or permitted by statute shall (as to the portion of the Property to which such statute is applicable) constitute proper notice. Section 5.11. Invalidity of Certain Provisions. A determination that any provision of this Mortgage is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Mortgage to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. Section 5.12. Gender; Titles. Within this Mortgage, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Titles appearing at the beginning of any subdivisions hereof are for convenience only, do not constitute any part of such subdivisions, and shall be disregarded in construing the language contained in such subdivisions. Section 5.13. Certain Consents. Except where otherwise expressly provided herein, in any instance hereunder where the approval, consent or the exercise of judgment of Agent or any Lender is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of such party, and such party shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 22 00419 in any particular manner, regardless of the reasonableness of either the request or the judgment of such party. Section 5.14. Certain Obligations of Mortgagor. Without limiting Mortgagor's obligations hereunder, Mortgagor's liability hereunder shall extend to and include all post petition interest, expenses and other duties and liabilities with respect to Mortgagor's obligations hereunder which would be owed but for the fact that the same may be unenforceable due to the existence of a bankruptcy, reorganization or similar proceeding. Section 5.15. Authority of Agent. The persons constituting the Lenders may, by agreement among them, provide for and regulate Agent's exercise of rights and remedies hereunder, but, unless and until modified to the contrary in writing signed by all such persons and recorded in the same counties and parishes as this Mortgage is recorded, (i) all persons other than Mortgagor and its affiliates shall be entitled to rely on the releases, waivers, consents, approvals, notifications and other acts (including, without limitation, the bidding in of all or any part of the secured indebtedness held by any one or more Lenders, whether the same be conducted under the provisions hereof or otherwise) of Agent, without inquiry into any such agreements or the existence of required consent or approval of any persons constituting the Lenders and without the joinder of any party other than Agent in such releases, waivers, consents, approvals, notifications or other acts and (ii) all notices, requests, consents, demands and other communications required or permitted to be given hereunder may be given to Agent. Section 5.16. Counterparts. This Mortgage may be executed in several counterparts, all of which are identical, except that, to facilitate recordation, certain counterparts hereof may include only that portion of Exhibit A which contains descriptions of the properties located in (or otherwise subject to the recording or filing requirements and/or protections of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded, and other portions of Exhibit A shall be included in such counterparts by reference only. All of such counterparts together shall constitute one and the same instrument. Section 5.17. Successors and Assigns. The terms, provisions, covenants, representations, indemnifications and conditions hereof shall be binding upon Mortgagor, and the successors and assigns of Mortgagor, and shall inure to the benefit of Agent and each person constituting a Secured Party and their respective successors and assigns, and shall constitute covenants running with the Mortgaged Properties. Should the agency under which Agent serves be terminated, or otherwise cease to exist, the Secured Parties (including the respective successors and assigns of each person constituting a Secured Party named herein) shall be deemed to be the successors to Agent. All references in this Mortgage to Mortgagor, Agent or Secured Parties shall be deemed to include all such successors and assigns. Section 5.18. FINAL AGREEMENT OF THE PARTIES. THIS MORTGAGE AND THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 23 00420 Section 5.19. CHOICE OF LAW. WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE AND THE LAWS OF THE UNITED STATES OF AMERICA; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE PROVISIONS WHICH RELATE TO WARRANTIES OF TITLE, THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF LIENS ON REAL PROPERTY AND OTHER RIGHTS AND REMEDIES AGAINST SECURITY CONSTITUTING REAL PROPERTY, THE LAWS OF THE STATE OF WYOMING SHALL GOVERN. Section 5.20. Flood Insurance Regulations. Notwithstanding any provision in this Mortgage to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) located on the Mortgaged Properties within an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968 included in the definition of "Mortgaged Properties" and no such Building or Manufactured (Mobile) Horne shall be encumbered by this Mortgage. As used herein, "Flood Insurance Regulations" shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. Section 5.21. Federal Leases. It is the specific intent of Mortgagor, Agent and the Secured Parties to fully comply with applicable laws concerning Federal oil and gas leases. The parties in good faith believe that a grant of a mortgage as security for the repayment of the secured indebtedness, the assignment of production granted in Article III, and the grant of a security interest in as- extracted collateral are not the grants of an "interest" (as such term is defined and used in 43 C.F.R. 3000.0 -5(1)) in Federal oil and gas leases to the Agent or the Secured Parties. In the event that the grant of this Mortgage as security for the repayment of the secured indebtedness, the assignment of production granted in Article III, and/or the grant of a security interest in as- extracted collateral is determined to grant such an "interest" in Federal oil and gas leases, then such grant shall be deemed to be made to, and shall inure to the benefit of, only those parties that may lawfully hold an interest in Federal oil and gas leases pursuant to the Mineral Leasing Act of 1920, 30 U.S.C. 181, et seq. and the regulations promulgated thereunder, including 43 C.F.R. 3000, et seq. (including, but not limited to, such qualifying Agent and Secured Parties), 30 C.F.R. Part 250, et seq., or other applicable law. Section 5.22. Indian Leases. Mortgagor is or may hereafter be the holder of certain oil and gas leases covering Indian tribal lands and/or Indian trust lands that are subject to regulations of the Secretary of the Interior (the "Secretary and are or may hereafter be included in the Mortgaged Properties and described in Exhibit A (the "Indian Leases It is the specific intent of the parties to fully comply with all applicable laws concerning Indian Leases and the encumbrance of Indian tribal lands and Indian trust lands, and the following shall apply to Indian Leases: CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 24 00421 (a) Mortgagor shall timely submit this Mortgage to the Secretary for review, comment, and if necessary, approval of the same. In the event this Mortgage is determined to be an assignment or transfer of an interest in Indian Leases that requires approval of the Secretary (whether pursuant to 25 C.F.R. 211.53 et seq., 25 U.S.C. 81 and implementing regulations at 25 C.F.R. 84, et seq., or any other applicable law), then this Mortgage shall not attach to or encumber any such Indian Leases for which Secretary approval is required until such time as all necessary approvals pertaining to such Indian Lease have been obtained. If Secretary approval of this Mortgage is required in order to properly attach and encumber Mortgagor's interests in any Indian Lease, and such approval is denied or unreasonably delayed, then such Indian Lease shall, at Agent's option, be removed as Mortgaged Property and shall not be subject to the lien of this Mortgage. (b) Mortgagor and Agent reasonably believe that the grant of a security interest in as- extracted collateral and the assignment of production contained in Article III hereof are agreements for payments out of production that are not considered interests in Indian Leases under 25 C.F.R. 211.53, and do not require Secretary approval to be effective. Mortgagor agrees to timely file this Mortgage with the Secretary as provided by 25 C.F.R. 211.53. CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 [Signature Page Follows] 25 00422 IN WITNESS WHEREOF, this instrument is executed by Mortgagor on the date set forth below in the acknowledgment to be effective as of the date first written above. STATE OF TEXAS COUNTY OF TARRANT My Commission Expires: l/ 2-0/ The address of Agent is: Wells Fargo Bank, N.A. 1445 Ross Avenue, Suite 4500 MAC T5303 -452 Dallas, Texas 75202 Attention: Jason M. Hicks CHARGER RESOURCES, LLC WYOMING MORTGAGE Notary CHARGER RESOURCES, LLC, a Delaware limited liability company By: Name: L. Ben Nive Title: President This instrument was acknowledged before me on Nivens, Jr., President of Charger Resources, LLC, a Delaware behalf of said limited liability company. SIGNATURE PAGE HAVEN !JAN E WXAt1`iE N�M� mars OF TEXAS Comm. tiA.�r Jemmy 5,201S Z 2011, by L. Ben 1 mited liability company, on ublic, State of Te s (Printed or Typed Name of Notary) The address of Mortgagor is: Charger Resources, LLC 9001 Airport Freeway, Suite 670 North Richland Hills, Texas 76180 Attention: L. Ben Nivens, Jr., President This instrument prepared by: Gary B. Clark Fulbright Jaworski L.L.P. 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 00423 CHARGER RESOURCES, LLC WYOMING MORTGAGE 95324199.4 Exhibit A Oil, Gas And/Or Other Mineral Properties (See Attached) EXHIBIT A 00424 ,ls, 3 3 ItlunoD njooui-j 11l001112' ulo?w-Ii 1.11001.111 ulooun uloOU! 1 we ulooui-1 d o� M-E11 M ZI1 At M -E11I M Z I[ M 8111 M 1 ZI1 dfysureol, N-9Z01 N 1st N N-ZZ0 N 1 N ¢ouraS l 0 ma a in rn in 6Z OZ Map Description LOT 8, CONTAINING 18.86 ACRES NE/4 SW /4 S/2 SW /4 INSOFAR ONLY AS TO LOT 8 INSOFAR ONLY AS TO THE SW /4 INSOFAR ONLY AS TO THE NW /4 9/34 Wahl was 4/3S a unrecorded unrecorded 581 58 doff I 0 fA 'unreo ',106 1 901. 901 elect aseall, 9961/]0/40 EL61/1021, 9961/10/101 9961/10/901 101/01/1966 101/01/1966 11/01/1948 11/01/1948 eat ALICE A SHEVERBUSH TEXACO INC QSVEE 0 Sf^1Vf ONI ODVX31. 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