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HomeMy WebLinkAbout963026127611 RECORDING REQUESTED BY: Paul, Weiss, Rifkind Wharton Garrison LLP AND WHEN RECORDED MAIL TO: Paul, Weiss, Rifkind, Wharton Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attn: Margaret B. Hayden, Esq. Re: Westmoreland Resources, Inc. County: Lincoln State: Wyoming Space above this line for recorder's use only 00526 RECEIVED 2/1/2012 at 5:06 PM RECEIVING 963 BOOK: 780 PAGE: 526 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY WYOMING MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT dated as of January 31 2012 (as it may be amended, supplemented or otherwise modified from time to time, this "Mortgage by and from WESTMORELAND KEMMERER, INC., a Delaware corporation, with an address care of Westmoreland Coal Company at 9540 South Maroon Circle, Suite 200, Englewood, Colorado 80112, as grantor "Mortgagor to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, in its capacity as note collateral agent, for itself and on behalf of the Indenture Trustee and the Holders of Notes issued pursuant to the Indenture (each as hereinafter defined) (together with their successors and assigns, the "Secured Parties (in such capacities and together with any successors in such capacities, "Mortgagee 2111377.2 RECITALS: WHEREAS, Mortgagor is the fee owner of the real property and improvements described in Exhibit A attached hereto (the "Premises 00527 WHEREAS, reference is made to that certain Indenture, dated as of February 4, 2011 by and among Westmoreland Partners (formerly known as Westmoreland LG &E Partners), a Virginia general partnership, and Westmoreland Coal Company, collectively as issuers (the "Issuer the guarantors named therein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee and Note Collateral Agent (the "Indenture Trustee as supplemented by a supplemental indenture dated as of January 31, 2012 (as it may be further amended, supplemented, restated or otherwise modified from time to time, the "Indenture WHEREAS, it is a requirement under Section 4.20(c)(ii) of the Indenture that Mortgagor shall have executed and delivered this Mortgage, and Mortgagor has agreed, subject to the terms and conditions hereof and each other Security Document, to secure the Notes and the Note Guarantees as set forth herein; and WHEREAS, this Mortgage is given to secure not only existing indebtedness in the principal amount of $275,000,000, but also such future advances (whether such advances are obligations or are to be made at the option of the Secured Parties, or otherwise), to the same extent as if such future advances were made on the date of the execution of this Mortgage; NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Mortgagee and Mortgagor agree as follows: SECTION 1. DEFINITIONS 1.1. Definitions. Capitalized terms used herein (including the recitals hereto) not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In addition, as used herein, the following terms shall have the following meanings: "Indebtedness" means (i) with respect to the Issuer, all Obligations (as defined below) and liabilities of every nature of the Issuer (including incremental facilities, if any, that may be advanced on the date hereof or on a later date) now or hereafter existing under or arising out of or in connection with the Indenture and the other Security Documents; and (ii) with respect to the Issuer or Mortgagor, all obligations and liabilities of every nature of such Issuer or Mortgagor now or hereafter existing under or arising out of or in connection with the Indenture and any other Security Document, in each case together with all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to the Issuer or Mortgagor, would accrue on such 2 obligations, whether or not a claim is allowed against the Issuer or Mortgagor for such interest in the related bankruptcy proceeding), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Mortgagor, any Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Mortgagor now or hereafter existing under this Mortgage. "Mortgaged Property" means all of Mortgagor's interest in (i) the real property described in Exhibit A, together with any greater or additional estate therein as hereafter may be acquired by Mortgagor (the "Land (ii) all improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land subject to the Permitted Liens (the "Improvements the Land and Improvements are collectively referred to as the "Premises (iii) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the "Fixtures (iv) all right, title and interest of Mortgagor in and to all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC (defined below), now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the "Personalty (v) all reserves, escrows or impounds required under the Indenture and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the "Deposit Accounts (vi) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person (other than Mortgagor) a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits subject to depositors' rights and requirements of law (the "Leases (vii) all of the rents, revenues, royalties, income, proceeds, profits, security and other types of deposits subject to depositors' rights and requirements of law, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the "Rents (viii) to the extent mortgageable or assignable, all other agreements, such as construction contracts, architects' agreements, engineers' contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the 3 28 "Property Agreements (ix) to the extent mortgageable or assignable, all rights, 9 privileges, tenements, hereditaments, rights -of -way, easements, appendages and appurtenances appertaining to the foregoing; (x) all property tax refunds payable to Mortgagor (the "Tax Refunds (xi) all of Mortgagor's right, title and interest in and to minerals and other substances of value which may be extracted from the earth (including without limitation coal, oil, and gas) and the accounts related thereto, which will be financed at the wellhead or minehead of the wells or mines located on the Premises (the "As- Extracted Collateral (xii) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the "Proceeds (xiii) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the "Insurance and (xiv) all of Mortgagor's right, title and interest in and to any awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty (the "Condemnation Awards As used in this Mortgage, the term "Mortgaged Property" shall mean all or, where the context permits or requires, any portion of the above or any interest therein. "Obligations" means all of the agreements, covenants, conditions, warranties, representations and other obligations of Mortgagor and Issuer (including, without limitation, and all incremental facilities, if any), and the obligation to repay the Obligations (as defined in the Indenture) under the Indenture and any other Security Documents. "UCC" means the Uniform Commercial Code of New York or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than New York, then, as to the matter in question, the Uniform Commercial Code in effect in that state. 1.2. Interpretation. References to "Sections" shall be to Sections of this Mortgage unless otherwise specifically provided. Section headings in this Mortgage are included herein for convenience of reference only and shall not constitute a part of this Mortgage for any other purpose or be given any substantive effect. The rules of construction set forth in the Indenture shall be applicable to this Mortgage mutatis mutandis. If any conflict or inconsistency exists between this Mortgage and the Indenture, the Indenture shall govern. SECTION 2. GRANT To secure the full and timely payment of the Indebtedness and the full and timely performance of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, WARRANTS and CONVEYS WITH POWER OF SALE (if available under State law), the Mortgaged Property to Mortgagee and Mortgagee's successors and assigns, subject, however, to the Permitted Liens TO 4 HAVE AND TO HOLD the Mortgaged Property unto Mortgagee, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee for so long as any of the Obligations remain outstanding, upon the terms and conditions contained herein. SECTION 3. WARRANTIES, REPRESENTATIONS AND COVENANTS U 3.1. Title. Mortgagor represents and warrants to Mortgagee that except for the Permitted Liens, (a) Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests, and (b) this Mortgage creates valid, enforceable first priority liens and security interests against the Mortgaged Property. 3.2. First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage and the other Security Documents to the extent related to the Mortgaged Property. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released. 3.3. Payment and Performance. Mortgagor shall pay the Indebtedness when due under the Indenture and the other Security Documents and shall perform the Obligations in full when they are required to be performed as required under the Indenture and the other Security Documents. 3.4. Replacement of Fixtures and Personalty. Except as otherwise permitted in the Indenture, Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is obsolete and is replaced by an article of equal or better suitability and value, owned by Mortgagor subject to the liens and security interests of this Mortgage and the other Security Documents, and free and clear of any other lien or security interest except such as may be permitted under the Indenture or first approved in writing by Mortgagee. 3.5. Inspection. Mortgagor shall permit Mortgagee, and Mortgagee's agents, representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such environmental and engineering studies as Mortgagee may reasonably require; provided, such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property. 5 3.6. Covenants Running with the Land. All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Mortgaged Property. As used herein, "Mortgagor" shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Indenture and the other Security Documents; however, no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee. In addition, all of the covenants of Mortgagor in any Security Document party thereto are incorporated herein by reference and, together with covenants in this Section, shall be covenants running with the land. 3.7. Condemnation Awards and Insurance Proceeds. Except as otherwise stated in the Indenture, Mortgagor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Indenture. Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property, subject to the terms of the Indenture. Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly, subject to the terms of the Indenture. 3.8. Change in Tax Law. Upon the enactment of or change in (including, without limitation, a change in interpretation of) any applicable law (i) deducting or allowing Mortgagor to deduct from the value of the Mortgaged Property for the purpose of taxation any lien or security interest thereon or (ii) subjecting Mortgagee or any of the Secured Parties to any tax or changing the basis of taxation of mortgages, deeds of trust, or other liens or debts secured thereby, or the manner of collection of such taxes, in each such case, so as to affect this Mortgage, the Indebtedness or Mortgagee, and the result is to increase the taxes imposed upon or the cost to Mortgagee of maintaining the Indebtedness, or to reduce the amount of any payments receivable hereunder, then, and in any such event, Mortgagor shall, on demand, pay to Mortgagee and the Secured Parties additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful, or taxable to Mortgagee, or would constitute usury or render the Indebtedness wholly or partially usurious under applicable law, then Mortgagor shall pay or reimburse Mortgagee or the Secured Parties for payment of the lawful and non usurious portion thereof. 3.9. Mortgage Tax. Mortgagor shall (i) pay when due any tax imposed upon it or upon Mortgagee or any Secured Party pursuant to the tax law of the state 6 in which the Mortgaged Property is located in connection with the execution, delivery and recordation of this Mortgage and any of the other Security Documents, and (ii) prepare, execute and file any form required to be prepared, executed and filed in connection therewith. 0 3.10. Reduction Of Secured Amount. In the event that the amount secured by the Mortgage is less than the Indebtedness, then the amount secured shall be reduced only by the last and final sums that Issuer repays with respect to the Indebtedness and shall not be reduced by any intervening repayments of the Indebtedness unless arising from the Mortgaged Property. So long as the balance of the Indebtedness exceeds the amount secured, any payments of the Indebtedness shall not be deemed to be applied against, or to reduce, the portion of the Indebtedness secured by this Mortgage. Such payments shall instead be deemed to reduce only such portions of the Indebtedness as are secured by other collateral located outside of the state in which the Mortgaged Property is located or as are unsecured. 3.11. Prohibited Transfers. Except as expressly permitted by the Indenture, Mortgagor shall not, without the prior written consent of Mortgagee, sell, lease or convey all or any part of the Mortgaged Property. SECTION 4. DEFAULT AND FORECLOSURE 4.1. Remedies. If an Event of Default has occurred and is continuing, Mortgagee may, at Mortgagee's election, exercise any or all of the following rights, remedies and recourses: (a) declare the Indebtedness to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable; (b) enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee's prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor; (c) hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of this Mortgage, either by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the Indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisernent of the Mortgaged Property is waived; (e) make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Indebtedness, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions hereof; and /or (f) exercise all other rights, remedies and recourses granted under the Security Documents or otherwise available at law or in equity. 4.2. Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales. 4.3. Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee shall have all rights, remedies and recourses granted in the Security Documents and available at law or equity (including the UCC), which rights (a) shall be cumulated and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Security Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or the Secured Parties, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or the Secured Parties in the enforcement of any rights, remedies or recourses under the Security Documents or otherwise at law or equity shall be deemed to cure any Event of Default. 4.4. Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by 8 the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Security Documents or their status as a first and prior lien and security interest in and to the Mortgaged Property. For payment of the Indebtedness, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect. 0053 4.5. Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Mortgagee's election to exercise or the actual exercise of any right, remedy or recourse provided for under the Security Documents; and (c) any right to a marshalling of assets or a sale in inverse order of alienation. Issuer waives the statutory right of redemption and equity of redemption. 4.6. Discontinuance of Proceedings. If Mortgagee or the Secured Parties shall have proceeded to invoke any right, remedy or recourse permitted under the Security Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or the Secured Parties shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee or the Secured Parties shall be restored to their former positions with respect to the Indebtedness, the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee or the Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or the Secured Parties thereafter to exercise any right, remedy or recourse under the Security Documents for such Event of Default. 4.7. Application of Proceeds. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, management, operation or other use of the Mortgaged Property, shall be applied by Mortgagee (or the receiver, if one is appointed) in accordance with the Indenture. 4.8. Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor 9 remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law. 4.9. Additional Advances and Disbursements; Costs of Enforcement. If 0053 any Event of Default exists, Mortgagee and each of the Secured Parties shall have 5 the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor in accordance with the Indenture. All sums advanced and expenses incurred at any time by Mortgagee or any Secured Party under this Section, or otherwise under this Mortgage or any of the other Security Documents or applicable law, shall bear interest from the date that such sum is advanced or expense incurred if not repaid within five (5) days after demand therefor, to and including the date of reimbursement, computed at the rate or rates at which interest is then computed on the Indebtedness, and all such sums, together with interest thereon, shall be secured by this Mortgage. Mortgagor shall pay all expenses (including reasonable attorneys' fees and expenses) of or incidental to the perfection and enforcement of this Mortgage and the other Security Documents, or the enforcement, compromise or settlement of the Indebtedness or any claim under this Mortgage and the other Security Documents, and for the curing thereof, or for defending or asserting the rights and claims of Mortgage or the Secured Parties in respect thereof, by litigation or otherwise. 4.10. No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Section, the assignment of the Rents and Leases under Section 5, the security interests under Section 6, nor any other remedies afforded to Mortgagee or the Secured Parties under the Security Documents, at law or in equity shall cause Mortgagee or any Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise. SECTION 5. ASSIGNMENT OF RENTS AND LEASES 5.1. Assignment. In furtherance of and in addition to the assignment made by Mortgagor herein, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of 10 Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice by Mortgagee (any such notice being hereby expressl waived by Mortgagor). e 5.2. Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to obtain, and that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases subject to the Permitted Liens and in the case of security deposits, rights of depositors and requirements of law. Mortgagor acknowledges and agrees that upon recordation of this Mortgage, Mortgagee's interest in the Rents shall be deemed to be fully perfected, "choate" and enforced as to Mortgagor and all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the "Bankruptcy Code without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action. 5.3. Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a "security agreement" for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy. SECTION 6. SECURITY AGREEMENT 6.1. Security Interest. This Mortgage constitutes a "security agreement" on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and As- Extracted Collateral. To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, As- Extracted Collateral and all other Mortgaged Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations subject to the Permitted Liens, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the 11 Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and As- Extracted Collateral sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor. o 6.2. Financing Statements. Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee's security interest hereunder and. Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Mortgagor's chief executive office is at the address set forth in the Indenture. 6.3. Fixture Filing; Financing Statement. This Mortgage shall be effective as a financing statement filed as a fixture filing with respect to all Fixtures included within the Mortgaged Property and is to be filed or filed for record in the real estate records, mortgage records or other appropriate records of each jurisdiction where any part of the Mortgaged Property (including said fixtures) are situated. This Mortgage shall also be effective as a financing statement covering As- Extracted Collateral (including coal, oil, gas and all other substances of value which may be extracted from the ground) and accounts financed at the wellhead or minehead of wells or mines located on the properties subject to the UCC and is to be filed for record in the real estate records, UCC records or other appropriate records of each jurisdiction where any part of the Mortgaged Property is situated. SECTION 7. ATTORNEY -IN -FACT Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney -in -fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and /or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee's interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, and As- Extracted Collateral in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee's security interests and rights in or to any of the Mortgaged Property, and (d) while any Event of Default exists, to perform any obligation of Mortgagor hereunder; provided, (i) Mortgagee shall not 12 under any circumstances be obligated to perform any obligation of Mortgagor; (ii) any sums advanced by Mortgagee in such performance shall be added to and included in the Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided that from the date incurred said advance is not repaid within five (5) days demand therefor; (iii) Mortgagee as such attorney -in -fact shall only be accountable for such funds as are actually received by Mortgagee; and (iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section. SECTION 8. BENEFICIARY AS AGENT Mortgagee has been appointed to act as Mortgagee hereunder by Secured Parties. Mortgagee shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Mortgaged Property), in accordance with this Mortgage and the Indenture; provided, Mortgagee shall exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the Secured Parties. Mortgagee shall at all times be the same Person that is Note Collateral Agent under the Indenture. Written notice of resignation by Note Collateral Agent pursuant to terms of the Indenture shall also constitute notice of resignation as Mortgagee under this Agreement; removal of Note Collateral Agent pursuant to the terms of the Indenture shall also constitute removal as Mortgagee under this Agreement; and appointment of a successor Note Collateral Agent pursuant to the terms of the Indenture shall also constitute appointment of a successor Mortgagee under this Agreement. Upon the acceptance of any appointment as Note Collateral Agent under the terms of the Indenture by a successor Note Collateral Agent, that successor Note Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Mortgagee under this Agreement, and the retiring or removed Mortgagee under this Agreement shall promptly (i) transfer to such successor Mortgagee all sums, securities and other items of Mortgaged Property held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Mortgagee under this Mortgage, and (ii) execute and deliver to such successor Mortgagee such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Mortgagee of the security interests created hereunder, whereupon such retiring or removed Mortgagee shall be discharged from its duties and obligations under this Mortgage thereafter accruing. After any retiring or removed Note Collateral Agent's resignation or removal hereunder as Mortgagee, the provisions of this Mortgage shall continue to enure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was Mortgagee hereunder. 13 SECTION 9. TERMINATION AND RELEASE. 0 r Upon payment and performance in full of the Obligations, subject to and in accordance with the terms and provisions of the Indenture, Mortgagee, at Mortgagor's expense, shall release the liens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor. SECTION 10. LOCAL LAW PROVISIONS. 10.1 The parties intend this mortgage to be a valid Wyoming mortgage pursuant to W.S. 34 -2 -107. The remedies contained herein are cumulative and may be foreclosed pursuant to W.S. 1 -18 -101 et seq. and 34 -4 -101 et seq. SECTION 11. ENVIRONMENTAL MATTERS. Mortgagor shall comply, and shall cause all tenants, licensees, invitees, contractor, any subcontractor, operator and occupants of all or any part of the Mortgaged Property to comply, in all respects, and at all times, with Sections 4.05 and 4.07 of the Indenture and the provisions of Sections 4.05 and 4.07 of the Indenture shall be deemed incorporated herein by reference. SECTION 12. MISCELLANEOUS 12.1 Notices. Any notice required or permitted to be given under this Mortgage shall be given in accordance with the notice provisions of the Indenture. No failure or delay on the part of Mortgagee or any Secured Party in the exercise of any power, right or privilege hereunder or under any other Indenture shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Mortgage and the other Security Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Mortgage shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Except as permitted in the Indenture, Mortgagor 14 shall not, without the prior written consent of Mortgagee, assign any rights, duties or 41 0 obligations hereunder. Upon payment in full of the Indebtedness and performance in full of the Obligations, or upon prepayment of a portion of the Indebtedness equal to the Net Available Proceeds for the Mortgaged Property in connection with a permitted Asset Sale, subject to and in accordance with the terms and provisions of the Indenture, Mortgagee, at Mortgagor's expense, shall release the liens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor or, at the request of Mortgagor, assign this Mortgage without recourse. This Mortgage and the other Security Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Security Documents 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. 12.2 Governing Law. THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED. ALL OTHER PROVISIONS OF THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, 12.3 Conflicts of Law. In the event of any conflict or inconsistency with the terms of this Mortgage and the terms of the Indenture, the Indenture shall control. 12.4 Time of Essence. Time is of the essence of this Mortgage. 12.5 WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE EACH WAIVE ANY RIGI -IT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, CONNECTED WITII, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS MORTGAGE. ANY SUCH DISPUTES SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 12.6 [Intentionally Omitted]. 12.7 Waiver of Homestead. To the full extent permitted by law, Mortgagor hereby waives and renounces all homestead and exemption rights provided for in the Constitution and the laws of the United States of America and of any state, in and to 15 the Mortgaged Property as against the collection of the Indebtedness, or any part thereof. 0 0 5 12.8 Successors and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee and Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any rights, duties or obligations hereunder. 12.9 No Waiver. Any failure by Mortgagee to insist upon strict performance of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same, and Mortgagee shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions. 12.10 Subrogation. To the extent proceeds of the Notes have been used to extinguish, extend or renew any indebtedness against the Mortgaged Property, then Mortgagee shall be subrogated to all of the rights, liens and interests existing against the Mortgaged Property and held by the holder of such indebtedness and such former rights, liens and interests, if any, are not waived, but are continued in full force and effect in favor of Mortgagee. 12.11 Indenture. If any conflict or inconsistency exists between this Mortgage and the Indenture, the Indenture shall govern. 12.12 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the indebtedness secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee. 12.13 Entire Agreement. This Mortgage and the other Security Documents embody the entire agreement and understanding between Mortgagee and Mortgagor and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Security Documents 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. 12.14 Counterparts. This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate recordation, if the Mortgaged Property is situated offshore or in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which a 16 particular counterpart is recorded shall be attached as Exhibit A thereto. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. [Remainder of page intentionally left blank] 17 0 0512 0 p IN WITNESS WHEREOF, Mortgagor has on the date set forth in the 3 acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly executed and delivered by authority duly given. STATE OF L orb County of My Commission Expires 01121/2013 (NOTARY SEAL) ss By: Na Title IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. 21 LA Z;) ,ne Jos L WESTMORELAND KEMMERER, INC. l anai On this ay of 2012, before me, the undersigned, a Notary Public for the State of J personally appeared ,�Q' yt d-C Z21 -Flt n, known to me to be the person whose named is subscribed to the within instrument, and acknowledged to me that she subscribed the same. Signature Page to Mortgage mod e: Jennif r Title Generl Printed Name: afton nsel and Secretary Notar Public for the State of Ca Do At) Residing at )5E0 rieTh- Co ar2-D2— My Commission Expires: Al 4, 20 L3 EXHIBIT A TO MORTGAGE Legal Description of Premises: [see attached] 0 0 5 Sect Legal Source Deed 18 Resurvey Tract 96 (fka the SE /4) Deed and Assignment recorded in Book 190 PR at Page 465 20 Resurvey Tract 90 (fka the W /2E/2), Resurvey Tract 91 (fka the E /2W/2), Resurvey Tract 92 (fka the W /2SW /4) and Resurvey Tract 95 (fka the W /2NW /4) Deed and Assignment recorded in Book 190 PR at Page 465 29 Resurvey Tract 85 (fka the W /2SW /4), Resurvey Tract 86 (fka a portion of the S /2NW /4), Resurvey Tract 87 (fka a portion of the N /2NW /4), Resurvey Tract 88 (fka the E /2W/2), Resurvey Tract 90 (fka a portion of the NW /4NE /4), Resurvey Tract 91 (fka a portion of the NE /4NW /4) and Resurvey Tract 92 (fka a portion of the NW /4NW /4) Deed and Assignment recorded in Book 190 PR at Page 465 30 Resurvey Tract 85 (fka the E /2SE /4), Resurvey Tract 86 (fka the S /2NE /4 and SE /4NW /4), Resurvey Tract 87 (fka the N /2NE /4 and NE /4NW /4), Resurvey Tract 92 (fka a portion of the N/E /4NE /4) and Resurvey Tract 93 (fka a portion of the N /2N/2) Deed and Assignment recorded in Book 190 PR at Page 465 Sect Legal Source Deed 3 Lot 5 (fka the SW /4NW /4), Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4) and the SE /4 Deed and Assignment recorded in Book 190 PR at Page 465 10 NE /4 and SE /4 Deed and Assignment recorded in Book 190 PR at Page 465 11 NW /4NW /4 Deed and Assignment recorded in Book 190 PR at Page 465 14 E /2, SW /4NW /4 and SW /4 Patent 49 -84 -0046 recorded in Book 396 PR at Page 513 15 NW /4, NE /4 and SE /4 Deed and Assignment recorded in Book 190 PR at Page 465 22 NE /4 Deed and Assignment recorded in Book 190 PR at Page 465 Exhibit A Part 1 I. Those certain fee interests in and to the surface land (excluding mineral rights) in the0 0 5 County of Lincoln, State of Wyoming, more particularly described as: A. Those sections of Township 20 North, Range 117 West of the 6`'' Principal Meridian described as: B. Those sections of Township 21 North, Range 116 West of the 6 Principal Meridian described as: Sect Legal Source Deed 5 All coal in Lot 1 (fka the NE /4NE /4), Lot 2 (fka the NW /4NE /4), Lot 3 (fka the NE /4NW /4), Lot 4 (fka the NW /4NW /4), S /2N/2 and the S/2 Clarification Deed recorded in Book 198 PR at Page 254 7 All coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4), E /2W/2 and W/2 Clarification Deed recorded in Book 198 PR at Page 254 8 All coal in NW /4 and SW /4 Clarification Deed recorded in Book 198 PR at Page 254 17 Number one coal seam only in: W /2W/2 Clarification Deed recorded in 196 PR at Page 825 30 All coal of said section Less and except property transferred by Deed recorded at Book 20 at Page 159 Clarification Deed recorded in Book 198 PR at Pages 254 31 Resurvey Tract 81 (fka the E /2SE /4), Resurvey Tract 82 "A `B "C" and "D" (fka the W /2SE /4 and E /2SW /4), Resurvey Tract 83 (fka the W /2NE /4 and E /2NW /4), Resurvey Tract 84 "B" and "C" (fka the E /2NE /4) and Resurvey Tract 85 (fka a portion of the NE /4NE /4) Deed and Assignment recorded in Book 190 PR at Page 465 0 0 5 32 Resurvey Tract 81 (fka the W /2SW /4), Resurvey Tract 84 "A" and "D" (fka the W /2NW /4) and Resurvey Tract 85 (fka a portion of the NW /4NW /4) Deed and Assignment recorded in Book 190 PR at Page 465 Sect Legal Source Deed 4 All coal in Lot 3 (fka the SE /4NW /4), Lot 4 (fka the SW /4NW /4) and the SW /4 Clarification Deed recorded in Book 198 PR at Page 254 5 All coal interests in Lot 1 (fka the SE /4NE /4), Lot 2 (fka the SW /4NE /4), Lot 3 (fka the SE /4NW /4), Lot 4 (fka the SW /4NW /4) and the S/2 Clarification Deed recorded in Book 198 PR at Page 254 Sect Legal Source Deed 24 All coal in Lot 1 (fka the NE /4NE4), Lot 2 (fka the SE /4NE4), Lot 3 (fka the NE /4SE /4), Lot 4 (fka the SE /4SE /4), W /2E/2 and W/2 Clarification Deed recorded in Book 198 PR at Page 254 II. Those certain fee interests in and to the minerals in the County of Lincoln, State of Wyoming, more particularly described as (to the extent expressly noted below, in some instances the ownership is for less than all of the mineral rights): A. Those sections of Township 19 North, Range 116 West of the 6th Principal Meridian described as: B. Those sections of Township 19 North, Range 117 West of the 6 Principal Meridian described as: C. Those sections of Township 20 North, Range 116 West of the 6t Principal Meridian described as: 2 Sect Legal Source Deed 1 All coal interests in Lot 5 (fka the SW /4NW /4) and the NW /4SW /4 Clarification Deed recorded in Book 198 PR at Page 254 2 Lot 5 (fka the SW /4NW /4) and the W /2SW /4 Deed and Assignment recorded in Book 190 PR at Page 465. 2 All coal interests in: Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4), E /2SW /4 and SE /4 Deed and Assignment recorded in Book 190 PR at Page 465 and Clarification Deed recorded in Book 198 PR at Page 254 3 Lot 5 (fka the SW /4NW /4), Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4) and the SE /4 Deed and Assignment recorded in Book 190 PR at Page 465. 10 NE /4 and SE /4 Deed and Assignment recorded in Book 190 PR at Page 465. 11 NW /4NW /4 Deed and Assignment recorded in Book 190 PR at Page 465. 11 All coal interests in W/2 SW /4 and SW /4 NW /4 Clarification Deed recorded in Book 198 PR at Page 254 11 All coal interests in NE /4 and E/2 NW /4 Clarification Deed recorded in Book 198 PR at Page 254 14 All coal interests in N /2NW /4 and SE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 254 15 NW /4, NE /4 and SE /4 Deed and Assignment recorded in Book 190 PR at Page 465. 22 NE /4 Deed and Assignment recorded in Book 190 PR at Page 465. 7 All coal interests in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (flea NW /4SW /4) and Lot 4 (fka the SW /4SW /4), E /2W/2 and E/2 Clarification Deed recorded in Book 198 PR at Page 254 E 8 All coal interests in an undivided 1/3 Interest in the E /2E/2 Clarification Deed recorded in Book 198 PR at Page 254 17 All coal interests in all of said section Clarification Deed recorded in Book 198 PR at Page 254 19 All coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4) and the E /2W/2 Clarification Deed recorded in Book 198 PR at Page 254 29 All coal interests in E/2 Clarification Deed recorded in Book 198 PR at Page 254 31 All coal interests in Lot 1 (fka NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4) and Lot 4 (fka the SW /4SW /4) Clarification Deed recorded in Book 198 PR at Page 254 32 All coal interests in E /2NW /4 and E /2SW /4 Clarification Deed recorded in Book 198 PR at Page 254 D. Those sections of Township 20 North, Range 117 West of the 6` Principal Meridian described as: 3 Sect Legal Source Deed 5 Coal only interests in: Resurvey Tract 105- (fka the E /2SW /4 and W /2SE /4) of 5- 21N -116W Special Warranty Deed recorded in Book 206 PR at Page 499 5 6 Coal only interests in: Resurvey Tract 106- (fka the W /2SW /4 of Section 5 and the E /2SE /4 of 6) Special Warranty Deed recorded in Book 206 PR at Page 499 7 Coal only interests in: Resurvey Tract 102 (fka the SE /4) specifically excluding all coal and coal rights underlying the UPRR railroad rights of way Special Warranty Deed recorded in Book 206 PR at Page 499 8 Coal only interests in: Resurvey Tract 103 (fka the SW /4) specifically excluding all coal and coal rights underlying the UPRR railroad rights of way, and in Resurvey Tract 104 (fka the SE /4) Special Warranty Deed recorded in Book 206 PR at Page 499 17 Coal only interests in Resurvey Tract 97 (fka the SW /4), Resurvey Tract 99 (fka the NE /4) and Resurvey Tract 100 (fka the NW /4) Warranty Deed recorded in Book 206 PR at Page 499. 18 Coal only interests in Resurvey Tract 101 (fka the NE /4) Special Warranty Deed recorded in Book 206 PR at Page 499. 18 Resurvey Tract 96 (fka the SE /4) Deed and Assignment recorded in Book 190 PR at Page 465 19 Resurvey Tract 92 (fka the E /2SE /4), Resurvey Tract 93 (fka the W /2SE /4 and a portion of the SW /4), Resurvey Tract 94 (fka the W /2NE /4 and a portion of the E /2NW /4) and Resurvey Tract 95 (fka the E /2NE /4) Deed and Assignment recorded in Book 190 PR at Page 465 20 All coal interests in: Resurvey Tract 90 (fka the W /2E/2), Resurvey Tract 91 (fka the E /2W/2), Resurvey Tract 92 (fka the W /2SW /4) and Resurvey Tract 95 (fka the W /2NW /4). Also Lot 1 fka the NE /4NE /4 and Lot 2 fka the SE /4NE /4. Deed and Assignment recorded in Book 190 PR at Page 465 and Clarification Deed recorded in Book 198 PR at Page 254 21 All coal interests in: SW /4NW /4, W /2SE /4 and the NE /4SW /4 Clarification Deed recorded in Book 198 PR at page 254 Clarification Deed recorded in Book 198 PR at page 254 28 All coal interests in W /2NE /4 and the NW /4 29 Coal only interests in: Lot 1 (fka the NE /4NE /4) and Lot 2 (fka the SE /4NE /4), Resurvey Tract 85 (fka the W /2SW /4), Resurvey Tract 86 (fka a portion of the S /2NW /4), Resurvey Tract 87 (fka a portion of the N /2NW /4), Resurvey Tract 88 (fka the E /2W/2), Resurvey Tract 89 (fka the W /2E/2), Resurvey Tract 90 (fka a portion of the NW /4NE /4), Resurvey Tract 91 (fka a portion of the NE /4NW /4) and Resurvey Tract 92 (fka a portion of the NW /4NW /4) Clarification Deed recorded in Book 198 PR at page 254 Deed and Assignment recorded in Book 190 PR at Page 465 30 Resurvey Tract 85 (fka the E /2SE /4), Resurvey Tract 86 (fka the S /2NE /4 and SE /4NW /4), Resurvey Tract 87 (fka the N /2NE /4 and NE /4NW /4), Resurvey Tract 92 (fka a portion of the N/E /4NE /4) and Resurvey Tract 93 (fka a portion of the N /2N/2) Deed and Assignment recorded in Book 190 PR at Page 465 E. Those sections of Township 21 North, Range 116 West of the 6 Principal Meridian described as: 4 31 Resurvey Tract 81 (fka the E /2SE /4), Resurvey Tract 82 "A "B "C" and "D" (fka the W /2SE /4 and E /2SW /4), Resurvey Tract 83 (fka the W /2NE /4 and E /2NW /4), Resurvey Tract 84 "B" and "C" (fka the E /2NE /4) and Resurvey Tract 85 (fka a portion of the NE /4NE /4) Deed and Assignment recorded in Book 190 PR at Page 465 32 Coal only interests in: Resurvey Tract 80 (fka the Clarification Deed recorded in 30 E /2W/2), Resurvey Tract 81 (fka the W /2SW /4), Resurvey Book 198 PR at Page 254 and 31 Tract 84 "A" and "D" (fka the W /2NW /4) and Resurvey Deed and Assignment recorded in Tract 85 (fka a portion of the NW /4NW /4) Book 190 PR at Page 465 35 All coal interests in the portion of Resurvey Tract 107 (fka Clarification Deed recorded in the NE /4NW /4, N /2NE /4, S /2N/2 and the S /2) located in this section and Resurvey Tract 43 (fka the NW /4NW /4) Book 198 PR at Page 254 Less and except properties and rights transferred by: 1) Quitclaim Deed recorded in Book 639 at Page 554 2) Quitclaim Deed recorded in Book 639 at Page 301 3) Quitclaim Deed recorded in Book 638 at Page 595 4) Quitclaim Deed recorded in Book 638 at Page 610 Sect Legal Source Deed 19 All coal interests in Lot 3 (fka the NW /4SW /4, Lot 4 (fka the SW /4SW /4) and Resurvey Tract 37 Less and except properties and rights transferred by: Coal Deed recorded in Book 20 at page 231 Clarification Deed recorded in Book 198 PR at Page 254 30 All coal interests in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4) and the E /2SW /4 Clarification Deed recorded in Book 198 PR at Page 254 31 All coal in NE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 254 Sect Legal Source Deed 13 All coal interests in Lot 3 (fka a portion of the NW /4SE /4) and Lot 4 (fka a portion of the SW /4SE /4) Clarification Deed recorded in Book 198 PR at Page 254 24 All coal interests in Lot 1 (fka the NW /4NE /4) and Lot 2 (fka the SW /4NE /4) Less and except properties and rights transferred by: document recorded in Book 20 at page 231 Clarification Deed recorded in Book 198 PR at Page 254 F. Those sections of Township 22 North, Range 115 West of the 6 Principal Meridian described as: G. Those sections of Township 22 North, Range 116 West of the 6 Principal Meridian described as: 5 5 49 25 All coal interests in Lot 1 (fka a portion of the Clarification Deed recorded in SE /4SE /4), Lot 2 (fka a portion of the SW /4SE /4), Lot 3 Book 198 PR at Page 254 (fka a portion of SE /4SW /4), Lot 4 (fka a portion of the SW /4SW /4), Lot 6 (fka a portion of the SE /4SW /4, Lot 7 (fka a portion of the SW /4SE /4) Lot 8 (fka a portion of the SE /4SE /4), and NE /4, S /2NW /4, N /2SW /4 and the N /2SE /4 36 All coal in Resurvey Tract 49: All of Lot 8 (fka the Clarification Deed recorded in NE /4NE /4), Lot 9 (fka the NW /4NE /4), Lot 10 (fka the Book 198 PR at Page 254 NE /4NW /4), Lot 11(fka a portion of the NW /4NW /4), Lot 13 (fka a portion of the SW /4NW /4), the W/2 of Lot 14 (fka a portion of the SE /4NW /4), Lot 15 (fka the SW /4NE /4), Lot 16 (fka the SE /4NE /4), Lot 17 (fka the NE /4SE /4), Lot 18 (fka the NW /SE /4), the NW /4 of Lot 19 (fka a portion of the NE /4SW /4), Lot 20 (fka a portion of the NW /4SW /4), Lot 23 (fka the SW /4SW /4), Lot 24 (fka the SE /4SW /4), Lot 25 (fka the SW /4SE /4) and Lot 26 (fka the SE /4SE /4) 6 0 Sect Legal Source Deed 5 Lot 1 (fka the NE /4NE /4), Lot 2 (fka the NW /4NE /4), Lot 3 (fka the NE /4NW /4); Lot 4 (fka the NW /4NW /4), S /2N/2 and the S/2 Clarification Deed recorded in Book 198 PR at Page 262 7 Lot 4 (fka the SW /4SW /4), E /2W/2 and the W/2 Clarification Deed recorded in Book 198 PR at Page 262 8 NW /4 and SW /4 Clarification Deed recorded in Book 198 PR at Page 262 17 W /2W/2 Clarification of Surface Deed recorded in 196 PR at Page 829 18 Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4), E/2 and E /2SW /4 Less and except property in Lots 1 and 2 transferred by Deed recorded at Book 105 at Page 436 Clarification Deed recorded in Book 198 PR at Pages 252 Clarification Deed recorded in Book 198 PR at Pages 262 30 Lot 1 (fka the NW /4NNW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka SW /4SW /4), E /2NW /4, E /2SW /4, NE /4 and SE /4 of said section Less and except property transferred by Deed recorded at Book 20 at Page 159 Clarification Deed recorded in Book 198 PR at Page 262 Sect Legal Source Deed 4 Lot 3 (fka the SE /4NW /4), Lot 4 (fka the SW /4NW /4) and the SW /4 Clarification Deed recorded in Book 198 PR at Page 262 5 Lot 1 (fka the SE /4NE /4), Lot 2 (fka the SW /4NE /4), Lot 3 (fka the SE /4NW /4), Lot 4 (f the SW /4NW /4) and the S/2 Clarification Deed recorded in Book 198 PR at Page 262 7 Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka NW /4SW /4) and Lot 4 (fka the SW /4SW /4), E /2W/2 and E/2 Clarification Deed recorded in Book 198 PR at Page 262 8 W /2E/2 and W/2 of said section Clarification Deed recorded in Book 198 PR at Page 262 8 Undivided 1/3 Interest in the E /2E/2 Clarification Deed recorded in Book 198 PR at Page 262 Part 2 0055 I. Those certain fee interests in and to the surface land (excluding mineral rights) in the County of Lincoln, State of Wyoming, more particularly described as: A. Those sections of Township 19 North, Range 116 West of the 6 Principal Meridian described as: B. Those sections of Township 20 North, Range 116 West of the 6 Principal Meridian described as: 7 Sect Legal Source Deed 1 Lot 5 (fka the SW /4NW /4), Lot 8 (fka a portion of the SE /4NE /4), Lot 9 (fka a portion of the NE /4SE /4), Lot 10 (fka a portion of the SE /4SE /4), NW /4SW /4, SW /4SE /4 and the S /2SW /4 Clarification Deed recorded in Book 198 PR at Page 247 2 Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4), E /2SW /4 and SE /4 Clarification of Surface Deed recorded in Deed Book 198 PR at Page 244 11 NE /4 and E /2NW /4 Clarification of Surface Deed recorded in Book 198 PR at Pages 247 Clarification Deed recorded in Book 198 PR at 262 12 All that real property lying North and West of County Road #304 Special Warranty Deed recorded in Book 543 PR at Page 298 14 N /2NW /4 and SE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 262 35 NW /4 Warranty Deed recorded in Deed Book 395 PR at Page 568 17 All of said section Clarification Deed recorded in Book 198 PR at Page 262 19 NE /4SW /4 and the SE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 262 20 W /2E/2 Clarification Deed recorded in Book 198 PR at Page 262 29 E/2 Clarification Deed recorded in Book 198 PR at Page 262 31 Lot 1 (fka NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4) and Lot 4 (fka the SW /4SW /4) Clarification Deed recorded in Book 198 PR at Page 262 32 E /2NW /4 and E /2SW /4 Clarification Deed recorded in Book 198 PR at Page 262 Sect Legal Source Deed 9 NE /4 Clarification of Surface Deed recorded in Book 196PR at Page 834 16 Resurvey Tract 79 (fka all of Section 16) being all of said Section State of Wyoming Patent recorded in Book 612 at Page 88 19 Resurvey Tract 92 (fka the E /2SE /4), Resurvey Tract 93 (fka the W /2SE /4 and a portion of the SW /4), Resurvey Tract 94 (fka the W /2NE /4 and a portion of the E /2NW /4) and Resurvey Tract 95 (fka the E /2NE /4) Deed, Assignment and Bill of Sale recorded in Book 190PR at Page 465 C. Those sections of Township 20 North, Range 117 West of the 6 Principal Meridian described as: D. Those sections of Township 21 North, Range 116 West of the 6t Principal Meridian described as: 8 20 Lot 1 (fka the NE /4NE /4) and Lot 2 (f the SE /4NE /4), Lot 3 (fka the NE /4SE /4) and Lot 4 (fka the SE /4SE /4). Clarification Deed recorded in Book 198 PR at Page 262 Clarification of Surface Deed recorded in Book 198 PR at Page 247 21 Lot 3 (fka the NE /4NW /4), Lot 4 (fka the NW /4NW /4), SW /4NE /4, SE /4NW /4, S /2SW /4, SW /4NW /4, W /2SE /4, NE /4SW /4 and NW /4SW /4 Clarification Deed recorded in 198 PR at Page 247 Clarification Deed recorded in 198 PR at Page 262 28 W /2NE /4 and the NW /4 Clarification Deed recorded in Book 205 PR at Page 349 29 Lot 1 (fka the NE /4NE /4), Lot 2 (fka the SE /4NE /4), and Resurvey Tract 89 (fka the W /2E/2) Clarification Deed recorded in Book 198 PR at Page 262 32 Resurvey Tract 80 (fka the E /2W/2) Clarification Deed recorded in Book 198 PR at Page 262 33 Resurvey Tract 78 (fka the SE /4SE /4) Clarification of Surface Deed recorded in Book 198 PR at Page 247 35 Resurvey Tract 107 (fka the NE /4NW /4, N /2NE /4, S /2N/2 and the S /2) and Resurvey Tract 43 (fka the NW /4NW /4) Clarification Deed recorded in Book 198 PR at Page 262 Sect Legal Source Deed 13 Lot 3 (fka a portion of the NW /4SE /4) and Lot 4 (fka a portion of the SW /4SE /4) Clarification Deed recorded in Book 198 PR at Page 262 13 Resurvey Tract 56: Lots 9 and 18 Clarification Deed recorded in Book 198 PR at Page 262 24 Lot 1 (fka the NW /4NE /4) and Lot 2 (f the SW /4NE /4) Clarification Deed recorded in Book 198 PR at Page 262 E. Those sections of Township 22 North, Range 116 West of the 6 Principal Meridian described as: 9 0©55 Sect Legal Source Deed 4 All mineral interests except coal in Lot 3 (fka the SE /4NW /4), Lot 4 (fka the SW /4NW /4) and the SW /4 Clarification Deed recorded in Book 198 PR at Page 262 5 All mineral interests other than coal in Lot 1 (fka the SE /4NE /4), Lot 2 (fka the SW /4NE /4), Lot 3 (fka the SE /4NW /4), Lot 4 (fka the SW /4NW /4) and the S/2 Clarification Deed recorded in Book 198 PR at Page 262 7 All mineral interests other than coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka NW /4SW /4) and Lot 4 (fka the SW /4SW /4), E /2W/2 and E/2 Clarification Deed recorded in Book 198 PR at Page 262 8 All mineral interests except coal in an undivided 1/3 Interest in the E /2E/2. Also all mineral interests except coal in W /2E/2 and W/2 Clarification Deed recorded in Book 198 PR at Page 262 17 All mineral interests other than coal in all of said section Clarification Deed recorded in Book 198 PR at Page 262 19 All mineral interests other than coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4) and the E /2W/2 Clarification Deed recorded in Book 198 PR at Page 252 Clarification Deed recorded in Book 198 PR at Page 262 20 All minerals except coal in W /2E/2 Clarification Deed recorded in Book 198 PR at 262 Sect Legal Source Deed 5 All minerals except coal in Lot 1 (fka the NE /4NE /4), Lot 2 (fka the NW /4NE /4), Lot 3 (fka the NE /4NW /4), Lot 4 (fka the NW /4NW /4), S /2N/2 and the S/2 Clarification Deed recorded in Book 198 PR at Page 262 7 All minerals except coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4), E /2W/2 and W/2 Clarification Deed recorded in Book 198 PR at Page 262 8 All minerals except coal in NW /4 and SW /4 Clarification Deed recorded in Book 198 PR at Page 262 18 All minerals except coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4), E/2 and E /2SW /4 Clarification Deed recorded in Book 198 PR at Pages 252 Clarification Deed recorded in Book 198 PR at Pages 262 30 All minerals except coal of said section Less and except property transferred by Deed recorded at Book 20 at Page 159 Clarification Deed recorded in Book 198 PR at Page 262 °055 II. Those certain fee interests in and to the minerals in the County of Lincoln, State of Wyoming, more particularly described as (to the extent expressly noted below, in some instances the ownership is for less than all of the mineral rights): A. Those sections of Township 19 North, Range 116 West of the 6 Principal Meridian described as: B. Those sections of Township 20 North, Range 116 West of the 6` Principal Meridian described as: 10 Sect Legal Source Deed 20 All mineral interests except coal in: Resurvey Tract 90 (fka the W /2E/2), Resurvey Tract 91 (fka the E /2W/2), Resurvey Tract 92 (fka the W /2SW /4) and Resurvey Tract 95 (fka the W /2NW /4). Also Lot 1 fka the NE /4NE /4 and Lot 2 fka the SE /4NE /4. Clarification Deed recorded in Book 198 PR at page 262 21 All mineral interests except coal in: SW /4NW /4, W /2SE /4 and the NE /4SW /4 Clarification Deed recorded in Book 198 PR at page 262 28 All minerals other than coal in W /2NE /4 and the NW /4 Clarification Deed recorded in Book 205 at Page 349. 29 All mineral interests except coal in: Lot 1 (fka the NE /4NE /4) and Lot 2 (fka the SE /4NE /4), Resurvey Tract 85 (fka the W /2SW /4), Resurvey Tract 86 (fka a portion of the S /2NW /4), Resurvey Tract 87 (fka a portion of the N /2NW /4), Resurvey Tract 88 (fka the E /2W/2), Resurvey Tract 89 (fka the W /2E/2), Resurvey Tract 90 (fka a portion of the NW /4NE /4), Resurvey Tract 91 (fka a portion of the NE /4NW /4) and Resurvey Tract 92 (fka a portion of the NW /4NW /4) Clarification Deed recorded in Book 198 PR at page 262 32 All mineral interests except coal in: Resurvey Tract 80 (fka the E /2W/2), Resurvey Tract 81 (fka the W /2SW /4), Resurvey Tract 84 "A" and "D" (fka the W /2NW /4) and Resurvey Tract 85 (fka a portion of the NW /4NW /4) Clarification Deed recorded in Book 198 PR at page 262 Sect Legal Source Deed 1 All mineral interests except coal in Lot 5 (fka the SW /4NW /4) and the NW /4SW /4 Clarification Deed recorded in Book 198 PR at Page 250 2 All minerals except coal, oil and gas in: Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4), E /2SW /4 and SE /4 Clarification Deed recorded in Book 198 PR at Page 250 11 All mineral interests other than coal in W/2 SW /4 and SW /4 NW /4 Clarification Deed recorded in Book 198 PR at Page 262 11 All minerals except coal, oil and gas in NE /4 and E /2NW /4 Clarification Deed recorded in Book 198 PR at Page 250 14 All minerals except coal in N /2NW /4 and SE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 262 29 All mineral interests except coal in E/2 Clarification Deed recorded in Book 198 PR at Page 262 31 All mineral interests except coal in Lot 1 (fka NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4) and Lot 4 (fka the SW /4SW /4) Clarification Deed recorded in Book 198 PR at Page 262 32 All mineral interests except coal in E /2NW /4 and E /2SW /4 Clarification Deed recorded in Book 198 PR at Page 262 D. Those sections of Township 21 North, Range 116 West of the 6 Principal Meridian described as: C. Those sections of Township 20 North, Range 117 West of the 6 Principal Meridian described as: 11 0 0555 Sect Legal Source Deed 19 All minerals except coal in Lot 3 (flea the NW /4SW /4, Lot 4 (fka the SW /4SW /4) and Resurvey Tract 37 Less and except properties and rights transferred by: Coal Deed recorded in Book 20 at page 231 Clarification Deed recorded in Book 198 PR at Page 262 30 All minerals except coal and oil gas in SW /4SE /4 Clarification Deed recorded in Book 198 PR at Page 250 30 All minerals except coal in Lot 1 (fka the NW /4NW /4), Lot 2 (fka the SW /4NW /4), Lot 3 (fka the NW /4SW /4), Lot 4 (fka the SW /4SW /4) and the E /2SW /4 Clarification Deed recorded in Book 198 PR at Page 262 31 All minerals except coal and oil gas in NW /4NE /4 Clarification Deed recorded in Book 198 PR at Page 250 31 All minerals except coal in NE /4NW /4 Clarification Deed recorded in Book 198 PR at Page 262 Sect Legal Source Deed 13 All minerals other than coal in Lot 3 (fka a portion of the NW /4SE /4) and Lot 4 (f a portion of the SW /4SE /4) Clarification Deed recorded in Book 198 PR at Page 262 24 All minerals except coal in Lot 1 (fka the NW /4NE /4) and Lot 2 (fka the SW /4NE /4) Less and except properties and rights transferred by: document recorded in Book 20 at page 231 Clarification Deed recorded in Book 198 PR at Page 262 25 All minerals except coal in Lot 1 (fka a portion of the SE /4SE /4), Lot 2 (fka a portion of the SW /4SE /4), Lot 3 (fka a portion of SE /4SW /4), Lot 4 (fka a portion of the SW /4SW /4), NE /4, S /2NW /4, N /2SW /4 and the N /2SE /4 Clarification Deed recorded in Book 198 PR at Page 262. 12 005 35 All mineral interests except coal in the portion of Resurvey Tract 107 (fka the NE /4NW /4, N /2NE /4, S /2N/2 and the S /2) located in this section and Resurvey Tract 43 (fka the NW /4NW /4) Less and except properties and rights transferred by: 1) Quitclaim Deed recorded in Book 639 at Page 554 2) Quitclaim Deed recorded in Book 639 at Page 301 3) Quitclaim Deed recorded in Book 638 at Page 595 4) Quitclaim Deed recorded in Book 638 at Page 610 Clarification Deed recorded in Book 198 PR at Page 262 E. Those sections of Township 22 North, Range 115 West of the 6` Principal Meridian described as: F. Those sections of Township 22 North, Range 116 West of the 6 Principal Meridian described as: 0055, 36 All minerals except coal in Resurvey Tract 49: All of Lot 8 (fka the NE /4NE /4), Lot 9 (fka the NW /4NE /4), Lot 10 (fka the NE /4NW /4), Lot 11(fka a portion of the NW /4NW /4), Lot 13 (fka a portion of the SW /4NW /4), the W/2 of Lot 14 (fka a portion of the SE /4NW /4), Lot 15 (fka the SW /4NE /4), Lot 16 (fka the SE /4NE /4), Lot 17 (fka the NE /4SE /4), Lot 18 (fka the NW /SE /4), the NW /4 of Lot 19 (fka a portion of the NE /4SW /4), Lot 20 (fka a portion of the NW /4SW /4), Lot 23 (fka the SW /4SW /4), Lot 24 (fka the SE /4SW /4), Lot 25 (fka the SW /4SE /4) and Lot 26 (fka the SE /4SE /4) Clarification Deed recorded in Book 198 PR at Page 262 13 Part 3 Any fee interest that may be owned by Mortgagor in the County of Lincoln, State of Wyoming, in those portions of the following sections: Township 20 North, Range 117 West of the 6th P.M., Section 1 (less and except all coal interests in Lot 5 (fka the SW /4NW /4) and the NW /4SW /4) and Section 11 (less and except all surface interests in NW /4NW /4, less and except all mineral interests in NW /4NW /4 and less and except all coal interests in W /2SW /4, SW /4NW /4, NE /4 and E /2NW /4); Township 21 North, Range 116 West of the 6th P.M., Section 1, Section 2 (All except Tracts 75, 76, and 77), Section 11, Section 12, Section 13, Section 14, Section 15, Section 23, Section 24, Section 25, Section 26, Resurvey Tract 78 (fka the SE /4SE /4) of Section 33, and Section 36; and Township 22 North, Range 116 West of the 6th P.M. Resurvey Tract 42 in Section 16, Section 17 and Section 20, Section 21, Section 22, Section 27, Section 28 and Section 36 (less and except Lot 21 and Lot 22, and less and except all coal in Resurvey Tract 49: All of Lot 8 (fka the NE /4NE /4), Lot 9 (fka the NW /4NE /4), Lot 10 (fka the NE /4NW /4), Lot 11(fka a portion of the NW /4NW /4), Lot 13 (fka a portion of the SW /4NW /4), the W/2 of Lot 14 (fka a portion of the SE /4NW /4), Lot 15 (fka the SW /4NE /4), Lot 16 (fka the SE /4NE /4), Lot 17 (fka the NE /4SE /4), Lot 18 (fka the NW /SE /4), the NW /4 of Lot 19 (fka a portion of the NE /4SW /4), of Lot 20 (fka a portion of the NW /4SW /4), Lot 23 (fka the SW /4SW /4), Lot 24 (fka the SE /4SW /4), Lot 25 (fka the SW /4SE /4) and Lot 26 (fka the SE /4SE /4)). 14 056 I. Any fee interest that may be owned by Mortgagor in the County of Lincoln, State of Wyoming, in those portions of the following sections: Part 4 Township 20 North, Range 117 West of the 6th P.M., Section 1 (less and except surface interests in Lot 5 (fka the SW /4NW /4), Lot 8 (fka a portion of the SE /4NE /4), Lot 9 (fka a portion of the NE /4SE /4), Lot 10 (fka a portion of the SE /4SE /4), NW /4SW /4, SW /4SE /4 and the S /2SW /4, and less and except non -coal mineral interests in Lot 5 (fka the SW /4NW /4) and the NW /4SW /4) and Section 11 (less and except surface interests in NE /4 and E /2NW /4 and less and except non coal mineral interests in W /2SW /4 and SW /4NW /4 and less and except all minerals except coal, oil and gas in NE /4 and E /2NW /4); Township 21 North, Range 116 West of the 6th P.M., Section 1, Section 2 (All except Tracts 75, 76, 77 and Lots 22, 27, and 28), Section 11 (less and except all interests in Tract 68 Lot 3 and Lot 9, and Tract 69), Section 12, Section 13, Section 14, Section 15, Section 23, Section 24, Section 25, Section 26, Resurvey Tract 78 (fka the SE /4SE /4) of Section 33 (less and except surface interests in Resurvey Tract 78 (fka the SE /4SE /4)), and Section 36; and Township 22 North, Range 116 West of the 6th P.M., Resurvey Tract 42 in Section 16, Section 17 and Section 20, Section 21, Section 22, Section 27, Section 28 and Section 36 (less and except Lot 21 and Lot 22, and less and except all minerals except coal in Resurvey Tract 49: All of Lot 8 (fka the NE /4NE /4), Lot 9 (fka the NW /4NE /4), Lot 10 (fka the NE /4NW /4), Lot 11(fka a portion of the NW /4NW /4), Lot 13 (fka a portion of the SW /4NW /4), the W/2 of Lot 14 (fka a portion of the SE /4NW /4), Lot 15 (fka the SW /4NE /4), Lot 16 (fka the SE /4NE /4), Lot 17 (fka the NE /4SE /4), Lot 18 (fka the NW /SE /4), the NW /4 of Lot 19 (fka a portion of the NE /4SW /4), of Lot 20 (fka a portion of the NW /4SW /4), Lot 23 (fka the SW /4SW /4), Lot 24 (fka the SE /4SW /4), Lot 25 (fka the SW /4SE /4) and Lot 26 (fka the SE /4SE /4)). II. Any fee interest that may be owned by Mortgagor in the surface in County of Lincoln, State of Wyoming, in those portions of the following sections: Township 20 North, Range 116 West of the 6th P.M., Section 28; Township 20 North, Range 117 West of the 6th P.M., Section 2 (less and except Lot 6 (fka the SE /4NW /4), Lot 7 (fka the SW /4NE /4), Lot 8 (fka the SE /4NE /4), E /2SW /4 and SE /4); and Township 21 North, Range 116 West of the 6th P.M., Section 21 (less and except Lot 3 (fka the NE /4NW /4), Lot 4 (fka the NW /4NW /4), SW /4NE /4, SE /4NW /4, S /2SW /4, SW /4NW /4, W /2SE /4, NE /4SW /4 and NW /4SW /4). III. Any fee interest that may be owned by Mortgagor in the surface or the non -coal minerals in County of Lincoln, State of Wyoming, in Township 19 North, Range 117 West of the 6th P.M., Section 24. 15