Common use of Mortgaged Property Clause in Contracts

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A hereto.

Mortgaged Property. Mortgagor owns In order to create in favor of Collateral Trustee, for the net revenue interest and working interests as are specified in Exhibit A under ratable benefit of the terms “Net Revenue Interest” and “Working Interest” attributable Secured Parties, a valid and, subject to each well, unit or oil, gas and mineral lease described or any filing and/or recording referred to herein, perfected first priority security interest in Exhibit A hereto and comprising a part any Mortgaged Property, the Borrower and/or each applicable Guarantor shall deliver to the Collateral Trustee (i) in the case of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”Property identified on Schedule 1.01(b), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect or prior to the foregoing warranties and representations, it date that is acknowledged that Mortgagor’s intention is to mortgage and affect hereby ninety days after the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, Closing Date and (ii) this Mortgage creates a valid lien and security interest in the entirety case of any other Mortgaged Property acquired by the Borrower or any Guarantor after the Closing Date, within ninety days following the acquisition thereof: (a) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Mortgaged Property; (b) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in the state in which such Mortgaged Property is located with respect to the enforceability of the interest owned Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (i) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Administrative Agent with respect to each such Mortgaged Property insuring the Mortgages as valid and attributable subsisting Liens on the Mortgaged Property described therein, free and clear of all Liens except Permitted Liens (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property and with such endorsements as the Administrative Agent may request, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the date on which a Mortgage is delivered with respect to such Mortgaged Property whether and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such interests are equal Credit Party has paid to the title company or greater to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for the applicable Mortgaged Property in the appropriate real estate records; (d) no later than three (3) Business Days prior to the interests specified as Net Revenue Interests date on which a Mortgage is delivered with respect to a Mortgaged Property, in order to comply with the Flood Laws, the following documents (collectively, the “Flood Documents”) with respect to each Mortgaged Property, in each case in form and Working Interests substance reasonably satisfactory to Administrative Agent: (as A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the property is a Flood Hazard Property, a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the NFIP is not available because the applicable community does not participate in Exhibit A heretothe NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”); (e) ALTA surveys of all Mortgaged Properties, certified to Administrative Agent; provided that no Borrower or Guarantor shall be required to obtain a new ALTA survey with respect to any Mortgaged Property if the Borrower delivers to the applicable title company and the Administrative Agent (i) a copy of a survey previously conducted on such Mortgaged Property and (ii) an affidavit executed by a Senior Officer of the Borrower confirming that there has been no significant change since the date of such survey in respect of the matters covered therein, so long as such survey and affidavit are reasonably acceptable to the Administrative Agent and enables the applicable title company to provide full survey coverage; and (f) appraisals and other documents, instruments and certificates, in each case in form and substance satisfactory to Administrative Agent that the Administrative Agent shall reasonably request.

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable With respect to each wellMortgage, unit or oilBorrower, gas each Designated Borrower and mineral lease described or referred to in Exhibit A hereto and comprising a part each other Subsidiary, as applicable, is the lawful owner of the Mortgaged PropertyProperty described therein and has good right and authority to grant, free of any bargain, sell, transfer, assign and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called mortgage the “Encumbrances”), except as specified same; with respect to each Mortgaged Property described on Exhibit A hereto and except for Permitted Liens (as defined to each Mortgage, its interests in the Credit Agreement) (each such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein is no less than that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and no greater than the Working Interest, as applicable (as specified Interest set forth in Exhibit A hereto)to such Mortgage for such Mortgaged Property, are intended to be the minimum undivided interests owned by all oil, gas and/or mineral lease and attributable to Mortgagorleasehold estates, gas purchase and (ii) this Mortgage creates a valid lien sales contracts, pipeline easements and security interest in the entirety of the interest owned by rights-of-way, processing contracts, franchises, licenses and attributable other agreements comprising or relating to such Mortgaged Property whether or any portion thereof are valid and subsisting and are in full force and effect and, except as described in Schedule 6.18, no default now exists under such interests estates, contracts, easements, rights-of-way, franchises, licenses or other agreements and none of Borrower, any Designated Borrower or their respective Subsidiaries has (a) received any notice of default or claimed default thereunder and (b) any knowledge of any event or circumstance which with notice or passage of time or both could constitute a default thereunder; such leases are equal subject to no overriding royalties or greater than other burdens or charges, except as reflected herein or in the interests specified Exhibit A to such Mortgage and, except as Net Revenue Interests described in Schedule 6.18, all rents, royalties and Working Interests (other payments due and payable by Borrower, any Designated Borrower or any other Subsidiary, as applicable) , under such Mortgaged Property have been properly and timely paid and all ad valorem, property, oil and gas production, excise and severance taxes payable by Borrower, any Designated Borrower or any other Subsidiary, as applicable, have been duly paid; such Mortgaged Property is free and clear from all Liens except the Permitted Liens, and except as shown in Exhibit A heretofor such Mortgage; all producing ▇▇▇▇▇ located on such Mortgaged Property or properties unitized therewith have been legally drilled and are not deviated from the vertical more than the maximum permitted by applicable laws, rules and regulations, and such ▇▇▇▇▇ are in fact bottomed under and are producing from lands described in said Exhibit A or lands unitized therewith, except in each case to the extent that failure of such representation to be true could not reasonably be expected to have a Material Adverse Effect.

Mortgaged Property. Mortgagor owns Receipt by the net revenue interest Collateral Agent of (i) fully executed counterparts of amended and working interests as restated Mortgages on the Real Properties identified on Schedule 6.01(f) (the "Mortgage Amendments") in form and substance reasonably satisfactory to the Collateral Agent, which are specified necessary or, in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part reasonable opinion of the Collateral Agent, desirable to effectively maintain a valid and enforceable first priority mortgage lien that secures the facilities provided for herein on each Mortgaged Property (subject only to Permitted Encumbrances) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, (ii) copies of all existing ALTA surveys of each of the Mortgaged Properties by registered engineers or land surveyors in the possession of the Borrower, (iii) copies of all existing appraisals of the Mortgaged Properties, (iv) copies of existing environmental reports and other environmental documentation, if any, relating to the Mortgaged Properties in the possession of the Borrower, (v) evidence satisfactory to the Collateral Agent that counterparts of each Mortgage Amendment have been delivered to the title company insuring the mortgage liens for recording, (vi) either endorsements to the existing Mortgage Policies or new Mortgage Policies assuring the Collateral Agent that each Mortgage Amendment creates a valid and enforceable first priority mortgage lien on the respective Mortgaged Property, free and clear of any and all liens or other agreementsdefects, restrictions or limitations of any nature or kind encumbrances (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit AgreementEncumbrances) (such permitted encumbrances and liens being herein collectively called the “(except for Permitted Encumbrances”Liens). With respect , (vii) evidence as to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, (x) whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property is in fact exceeds an area designated by the Net Revenue Interest and/or the Working Interest, Federal Emergency Management Agency as applicable having flood or mud slide hazards (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (ia "Flood Hazard Property") such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (iiy) this Mortgage creates if any Mortgaged Property is a valid lien and security interest Flood Hazard Property, (1) whether the community in the entirety of the interest owned by and attributable to which such Mortgaged Property is located is participating in the National Flood Insurance Program and (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (viii) from local counsel satisfactory to the Collateral Agent, opinions each of which (x) shall be addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, (y) shall be in form and substance reasonably satisfactory to the Administrative Agent and (z) shall cover the perfection of security interests are equal granted pursuant to or greater than the interests specified Mortgage Amendments and such other matters incident to the transactions contemplated herein as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretothe Administrative Agent may reasonably request.

Mortgaged Property. Mortgagor owns Within 90 days after the net revenue interest and working interests as are specified Incremental Facility Closing Date (or (x) within 180 days after the Incremental Facility Closing Date with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) in Exhibit A connection with the entry into additional Incremental Facilities under the terms “Net Revenue Interest” and “Working Interest” attributable Credit Agreement or the Junior Lien Credit Agreement, or (y) by such later date as the Administrative Agent in its sole discretion may permit), the Borrower shall deliver, with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising Mortgage encumbering a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest an amendment or an amendment and Working Interestrestatement thereof (each, as applicable a “Mortgage Amendment”) approved by local or foreign counsel (as specified in Exhibit A hereto)applicable) reasonably acceptable to the Administrative Agent, setting forth such changes as are intended reasonably necessary to be reflect that the minimum undivided interests owned by lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and attributable to Mortgagorfurther grant, preserve, protect, confirm and (ii) this Mortgage creates a valid perfect the lien and security interest thereby created and perfected; (ii) (a) for all Mortgaged Properties other than those located in Texas, date down and modification endorsements to the entirety mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater Properties (other than the interests specified Mortgaged Properties in Texas), and (b) for the Mortgaged Properties located in Texas, a nothing further certificate, in all cases (a) and (b), reflecting that there are no encumbrances affecting the Mortgaged Properties except as Net Revenue Interests permitted under the Credit Agreement, and Working Interests in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) a favorable opinion of local or foreign counsel (as applicable) in Exhibit A heretoeach jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Incremental Term Loans and other extensions of credit thereunder. The Borrower shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent (it being understood and agreed that Borrower shall not be required to provide any information in excess of that which was provided in connection with the Closing Date). Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties pursuant to Section 5.9(b) of the Credit Agreement, as applicable.

Mortgaged Property. Mortgagor owns The Borrower shall promptly notify the net revenue interest Lender upon the occurrence of any loss or claim, and, except with respect to amounts less than $10,000, at the Lender's option in each instance, the Lender, to the exclusion of the Borrower, shall have the right and working interests as authority to file any proofs of claim and negotiate any adjustment or settlement thereof. Each insurance company is hereby directed and authorized to remit all payments (including the return of unearned premiums) directly to the Lender alone and not to the Borrower or the Borrower and Lender jointly. All insurance policies shall be subject to Lender's reasonable review and approval; shall be written by insurers which are specified rated at least "A" by Best's Key Rating Guide, authorized to conduct business in Exhibit A the state in which the Mortgaged Property is located, and otherwise acceptable to Lender; shall be first payable in case of loss to the Lender under the terms “Net Revenue Interest” standard mortgagee clause, so-called, or its equivalent, provided, that the personal property and “Working Interest” attributable liability insurance policies shall designate the Lender as an additional insured; shall contain an agreed amount or waiver of co-insurance endorsement; shall be issued on a replacement cost basis; shall require at least thirty (30) days written notice to each wellthe Lender before cancellation or material coverage reductions; shall include deductible amounts satisfactory to the Lender; and shall contain a so-called lender's loss payable endorsement. The original of all such policies of insurance (or certificates thereof issued by the insurer in form, unit content and manner of execution satisfactory to the Lender) shall be delivered to the Lender, and the Borrower shall deliver to the Lender a new policy (or oilsuch a certificate) as replacement for an expiring policy (or such a certificate) required to be deposited hereunder together with proof of payment of the premiums therefor annually at least thirty (30) days before the date of such expiration. The acceptance by the Lender of any insurance policies or certificates it may receive from the Borrower or the Borrower's insurance agent shall not be deemed or construed as an approval by the Lender of the form, gas sufficiency, or amount of such insurance. The Borrower hereby irrevocably appoints the Lender its true and mineral lease described or referred lawful attorney-in-fact, with full power of substitution, upon an Event of Default, to deal with the insurer with respect to all matters arising under the policy, and, in Exhibit A hereto and comprising a part the event the Lender forecloses upon the Mortgaged Property to assign any policy to any subsequent owner of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A hereto.

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable The Administrative Agent shall have received (i) a Mortgage with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part Mortgaged Property as of the Closing Date, executed and delivered by a duly authorized officer of the appropriate Credit Party, together with such certificates, affidavits, questionnaires, instruments or returns as shall be reasonably required in connection with filing or recordation thereof and to grant a perfected Mortgage Lien on such Mortgaged Property, free (ii) such UCC-1 Financing Statements and other similar statements as are contemplated by such Mortgage, (iii) policies or certificates of any insurance as reasonably required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in subsection 7.5, (iv) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all mortgage recording taxes, fees, charges, costs and all liens expenses required for the recording of such Mortgage, (v) a Lender’s title policy with respect to each such Mortgage paid for by Borrower, issued by Title Company, together with such endorsements (including, without limitation, “tie-in” or “cluster”, first loss, last dollar, usury, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, zoning (provided that with respect to zoning, Borrower may, in lieu of such endorsement, deliver a zoning compliance letter prepared by the appropriate Governmental Authority or a zoning and site requirement summary report prepared by the Planning and Zoning Resource Corporation or other agreementssimilar service reasonably acceptable to the Administrative Agent) and so-called comprehensive coverage over covenants and restrictions), restrictions or limitations of any nature or kind coinsurance and reinsurance as may be reasonably requested by the Administrative Agent and provided that such endorsements are available in a given jurisdiction, in form and substance reasonably acceptable to the Administrative Agent, insuring the Mortgage as a first Lien on the relevant Mortgaged Property and subject only to Permitted Encumbrances and such other Liens expressly agreed to by the Administrative Agent (all such liens and other agreements, restrictions or limitations being herein collectively called the a “EncumbrancesTitle Policy”), except (vi) such consents, approvals, estoppels, tenant subordination agreements or other instruments as specified on Exhibit A hereto and except for Permitted Liens (as defined shall be necessary or appropriate in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety reasonable judgment of the interest that Mortgagor owns Administrative Agent in all order for the owner or holder of the Mortgaged Property, whether now Fee Property or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Leased Property constituting such Mortgaged Property in fact exceeds to grant the Net Revenue Interest and/or Lien contemplated by the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable with respect to such Mortgaged Property whether and (vii) a Survey with respect to such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoMortgaged Property.

Mortgaged Property. 7.19.1 Mortgagor owns the net revenue interest will observe and working interests as are specified in Exhibit A under comply with all of the terms and provisions, express or implied, of the Crude Oil, Natural Gas or Crude Oil and Natural Gas (or Crude Oil, Natural Gas and mineral) leases included in or relating to the Mortgaged Property (herein called “Net Revenue Interest” Subject Leases”) and “Working Interest” attributable assignments constituting a part of the Mortgaged Property in order to each wellkeep the same in full force and effect. Mortgagor will also protect all Oil and Gas Properties included in the Mortgaged Property against drainage of Hydrocarbons thereunder by reason of production on other properties. 7.19.2 Promptly upon receipt of any written request from the Administrative Agent, unit Borrower and its Subsidiaries will furnish and deliver, pursuant to such request, all title materials in the possession of Borrower and its Subsidiaries or oilto which Borrower and its Subsidiaries has access, gas including all title opinions and mineral lease described abstracts of title prepared by competent abstractors and covering title to the real property hereby mortgaged. Should Borrower and its Subsidiaries fail to furnish such title opinions and abstracts upon such request, the Administrative Agent may proceed to obtain such title materials, and any and all costs so incurred shall be added to and included in the indebtedness secured hereby and shall be payable by Borrower and its Subsidiaries upon demand, the obligation for such payment being secured by all liens and remedies granted in any Mortgage. Any abstracts furnished by Borrower and its Subsidiaries or referred to in Exhibit A hereto so acquired by the Administrative Agent shall be and comprising constitute a part of the Mortgaged Property, free of as above defined. 7.19.3 Borrower and its Subsidiaries will, if requested by the Administrative Agent, furnish the Administrative Agent any information or data possessed by Borrower and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With its Subsidiaries with respect to the foregoing warranties Mortgaged Property, and representationsin the case of Crude Oil and Natural Gas Leases full information, it is acknowledged including independent engineering reports and seismic data and interpretation, shall be furnished with regard to the ▇▇▇▇▇ drilled or reworked or drilling or reworking operations being conducted thereon, including, without limitation, electrical logs, core analyses and well pressure reports; provided, that Mortgagor’s intention is Borrower and its Subsidiaries shall not be obligated to mortgage disclose information subject to a valid and affect hereby binding confidentiality agreement with a third party without first obtaining the entirety consent of such third party, and Borrower and its Subsidiaries, to the extent requested by the Administrative Agent, will use its reasonable efforts to obtain such consent. 7.19.4 Borrower and its Subsidiaries shall make available to the Administrative Agent, or its engineers, attorneys or representatives, at any time requested, its complete files and contracts on the Mortgaged Properties and the ▇▇▇▇▇, pipelines and other property located thereon, or regarding the operations of (or the production from) the Mortgaged Property, and in the event the Administrative Agent should take possession of the interest that Mortgagor owns in all Mortgaged Property pursuant to a Mortgage or applicable law, or a keeper appointed pursuant to a Mortgage or applicable law should take possession of the Mortgaged Property, whether now or hereafter, the Administrative Agent shall be entitled to possess as Collateral of all such files and as a consequence thereof, if for contracts including seismic data and interpretation. Should any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable Mortgage be foreclosed (as specified in Exhibit A heretohowsoever such foreclosure may be affected), which Mortgagor represents the purchaser at the foreclosure sale shall be entitled to all such files as provided pursuant to the terms of such foreclosure and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoMortgage.

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable The Administrative Agent shall have received (i) a Mortgage with respect to each well, unit or oil, gas Real Property acquired in connection with the Subsequent Consent Transfers and mineral lease described or referred to in Exhibit A hereto and comprising a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind Subsequent Property Transfers (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (each as defined in the Credit Asset Purchase Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety individually having a fair market value in excess of $1,000,000 as of the interest that Mortgagor owns in all Second Draw Date, executed and delivered by a duly authorized officer of the appropriate Credit Party, together with such certificates, affidavits, questionnaires, instruments or returns as shall be reasonably required in connection with filing or recordation thereof and to grant a perfected Mortgage Lien on such Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this such UCC-1 Financing Statements and other similar statements as are contemplated by such Mortgage, (iii) policies or certificates of insurance as reasonably required by the Mortgage creates relating thereto, which policies or certificates shall comply with the insurance requirements contained in subsection 7.5, (iv) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgage, (v) a valid lien and security interest Lender’s Title Policy with respect to each such Mortgage, (vi) such consents, approvals, estoppels, tenant subordination agreements or other instruments as shall be necessary or appropriate in the entirety reasonable judgment of the interest owned Administrative Agent in order for the owner or holder of the Fee Property or Leased Property constituting such Mortgaged Property to grant the Lien contemplated by and attributable the Mortgage with respect to such Mortgaged Property whether and (vii) a Survey with respect to such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoMortgaged Property.

Mortgaged Property. Mortgagor owns A Transfer as described in clause (b) of the net revenue definition of Transfer of all or any part of any Mortgaged Property (including any interest in any Mortgaged Property) shall not occur other than: (A) a Transfer to which Lender has consented in writing; (B) Leases permitted pursuant to the Loan Documents; (C) [reserved]; (D) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and working interests quality which are free of Liens (other than those created by the Loan Documents); (E) the grant of an easement, servitude, or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request, including reasonable attorneys’ fees and the Review Fee; provided, however, that Borrower shall be permitted to grant an easement over the Mortgaged Property to a publicly operated or private franchise utility provided that each of the following conditions is satisfied: (i) Borrower provides Lender with at least thirty (30) days prior written notice of the proposed easement; (ii) no Event of Default has occurred and is continuing, and no Potential Event of Default has occurred and is continuing; (iii) prior to the grant, Lender determines (1) that the easement will not materially affect the operation, marketability, or value of the Mortgaged Property; the health or safety of tenants or visitors; Lender’s interest in the Mortgaged Property; or Borrower’s access to the Mortgaged Property or the use of any easements or amenities which benefit the Mortgaged Property, and (2) that the easement will not result in the loss of the use of any residential or commercial units; (iv) the proposed easement and all rights of the grantee thereunder are expressly subordinate to the lien of the applicable Security Instrument; (v) Borrower has paid to Lender all costs and expenses incurred by Lender in connection with reviewing Borrower’s request; (vi) at Borrower’s expense, Borrower delivers an endorsement to the Lender’s Title Policy evidencing the recordation of the easement and an update to the Survey, if applicable, to reflect the easement if plottable; and (vii) Lender has reviewed and approved the documents evidencing the proposed easement, and Borrower delivers to Lender recorded copies of the easement and signed copies of any unrecorded documents within ten (10) days following the granting of the easement. Any consideration paid to Borrower under this Section 11.02(b)(1)(E) shall be distributed as are specified in Exhibit A under follows: (AA) first, to payment of all of Lender’s out of pocket expenses, including but not limited to attorneys’ fees, as well as recording and title costs; (BB) second, to restoration or repair of the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part remainder of the Mortgaged Property, free if applicable; (CC) third, an amount not to exceed $250 per individual dwelling unit (after deducting Borrower’s cost and expense incurred in connection with the granting of such easement) to Borrower for its own account; and (DD) fourth, any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called remaining funds will be deposited into the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A hereto.Replacement Reserve;

Mortgaged Property. Mortgagor owns Except in each case as set forth on Schedule 6.10, with respect to each Mortgage, each Loan Party and each of their respective Subsidiaries, as applicable, is the net revenue interest lawful owner of the Mortgaged Property described therein and working interests as are specified has good right and authority to grant, bargain, sell, transfer, assign and mortgage the same; with respect to each Mortgaged Property described in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each wellMortgage, unit or oil, gas and mineral lease described or referred to its interests in Exhibit A hereto and comprising a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all each such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein is no less than that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and no greater than the Working Interest, as applicable (as specified Interest set forth in Exhibit A hereto)to such Mortgage for such Mortgaged Property; all oil, are intended to be the minimum undivided interests owned by gas and/or mineral lease and attributable to Mortgagorleasehold estates, gas purchase and (ii) this Mortgage creates a valid lien sales contracts, pipeline easements and security interest in the entirety of the interest owned by rights-of-way, processing contracts, franchises, licenses and attributable other agreements comprising or relating to such Mortgaged Property whether or any portion thereof are valid and subsisting and are in full force and effect and, except as described on Schedule 6.18, no default now exists under such interests estates, contracts, easements, rights-of-way, franchises, licenses or other agreements and none of Borrower, any other Loan Party or their respective Subsidiaries has (a) received any notice of default or claimed default thereunder and (b) any knowledge of any event or circumstance which with notice or passage of time or both could constitute a default thereunder; such leases are equal subject to no overriding royalties or greater than other burdens or charges, except as reflected herein or in the interests specified Exhibit A to such Mortgage and, except as Net Revenue Interests described on Schedule 6.18, all material rents, royalties and Working Interests (other payments due and payable by any Loan Party or any of their respective Subsidiaries, as applicable) , under such Mortgaged Property have been properly and timely paid and all ad valorem, property, oil and gas production, excise and severance taxes payable by any Loan Party or any of their respective Subsidiaries, as applicable, have been duly paid; such Mortgaged Property is free and clear from all Liens except the Permitted Liens, and except as shown in Exhibit A heretofor such Mortgage; all producing ▇▇▇▇▇ located on such Mortgaged Property or properties unitized therewith have been legally drilled in all material respects and are not deviated in any material respect from the vertical more than the maximum permitted by applicable laws, rules and regulations, and such ▇▇▇▇▇ are in fact bottomed under and are producing from lands and, if applicable, depths described in said Exhibit A or lands unitized therewith.

Mortgaged Property. Mortgagor owns Within 90 days after the net revenue interest and working interests as are specified Incremental Facility Closing Date (or (x) within 180 days after the Incremental Facility Closing Date with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) in Exhibit A connection with the entry into additional Incremental Facilities under the terms “Net Revenue Interest” and “Working Interest” attributable Credit Agreement or the Junior Lien Credit Agreement, or (y) by such later date as the Administrative Agent in its sole discretion may permit), the Borrower shall deliver, with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising Mortgage encumbering a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest an amendment or an amendment and Working Interestrestatement thereof (each, as applicable a “Mortgage Amendment”) approved by local or foreign counsel (as specified in Exhibit A hereto)applicable) reasonably acceptable to the Administrative Agent, setting forth such changes as are intended reasonably necessary to be reflect that the minimum undivided interests owned by lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and attributable to Mortgagorfurther grant, preserve, protect, confirm and (ii) this Mortgage creates a valid perfect the lien and security interest thereby created and perfected; (ii) (a) for all Mortgaged Properties other than those located in Texas, date down and modification endorsements to the entirety mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater Properties (other than the interests specified Mortgaged Properties in Texas), and (b) for the Mortgaged Properties located in Texas, a nothing further certificate, in all cases (a) and (b), reflecting that there are no encumbrances affecting the Mortgaged Properties except as Net Revenue Interests permitted under the Credit Agreement, and Working Interests in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) a favorable opinion of local or foreign counsel (as applicable) in Exhibit A heretoeach jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Incremental Term Loans and other extensions of credit thereunder. The Borrower shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent (it being understood and agreed that Borrower shall not be required to provide any information in excess of that which was provided in connection with the Closing Date). Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties pursuant to Section 5.9(b) of the Credit Agreement, as applicable.

Mortgaged Property. Mortgagor owns If, after the net revenue interest Closing Date, the Borrower or any --------- -------- of its Restricted Subsidiaries acquires in any one transaction or a series of related transactions real estate with either a fair market value or acquisition price of more than $1,000,000, and working interests the Borrower or such Restricted Subsidiary, as are specified in Exhibit A under the case may be, does not sell such real property pursuant to the terms “Net Revenue Interest” and “Working Interest” attributable conditions set forth in (S)9.5.2(f) hereof or refinance the purchase price of such real property pursuant to each wellthe terms and conditions set forth in (S)9.1(o) hereof in either case within 180 days of acquiring such real property, unit the Borrower or oilsuch Restricted Subsidiary, gas as the case may be, shall forthwith deliver to the Agent, if the Agent so requests, a fully executed mortgage or deed of trust over such real estate (which shall exclude fixtures, furniture and mineral lease described equipment), in form and substance satisfactory to the Agent, together with title insurance policies, Surveys, Surveyor Certificates, evidences of insurance with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such real estate consistent with the Mortgages and related documents delivered hereunder. In addition, if, after the Closing Date, the Borrower or referred any of its Restricted Subsidiaries leases any real estate and, immediately after giving effect to in Exhibit A hereto and comprising such lease, a part single landlord and/or its affiliates other than BKC owns twenty (20) or more pieces of real property leased to the Borrower or any of the Mortgaged PropertyRestricted Subsidiaries, the Borrower or such Restricted Subsidiary, as the case may be, shall use commercially reasonable efforts to obtain and deliver to the Agent, if the Agent so requests, a fully executed leasehold mortgage or leasehold deed of trust over all such real estate (which shall exclude fixtures, furniture and equipment) owned by such landlord and/or its affiliates, in form and substance satisfactory to the Agent, together with title insurance policies, Surveys, Surveyor Certificates, evidences of insurance with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such real estate consistent with the Mortgages and related documents delivered hereunder. The Borrower further agrees that, following the taking of any such actions with respect to such real estate, the Agent shall have for the benefit of the Banks and the Agent a valid and enforceable first priority mortgage or deed of trust over such real estate, free and clear of any all defects and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and encumbrances except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoLiens.

Mortgaged Property. Mortgagor owns Within 90 days after the net revenue interest and working interests as are specified Incremental Facility Closing Date (or (x) within 180 days after the Incremental Facility Closing Date with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) in Exhibit A connection with the entry into additional Incremental Facilities under the terms “Net Revenue Interest” and “Working Interest” attributable Credit Agreement, the Junior Lien Credit Agreement or the ABL Credit Agreement, or (y) such later date as the Administrative Agent in its sole discretion may permit), the Borrower shall deliver, with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising Mortgage encumbering a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest an amendment or an amendment and Working Interestrestatement thereof (each, as applicable a “Mortgage Amendment”) approved by local or foreign counsel (as specified in Exhibit A hereto)applicable) reasonably acceptable to the Administrative Agent, setting forth such changes as are intended reasonably necessary to be reflect that the minimum undivided interests owned by lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and attributable to Mortgagorfurther grant, preserve, protect, confirm and (ii) this Mortgage creates a valid perfect the lien and security interest thereby created and perfected; (ii) (a) for all Mortgaged Properties other than those located in Texas, date down and modification endorsements to the entirety mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater Properties (other than the interests specified Mortgaged Properties in Texas), and (b) for the Mortgaged Properties located in Texas, a nothing further certificate, in all cases (a) and (b), reflecting that there are no encumbrances affecting the Mortgaged Properties except as Net Revenue Interests permitted under the Credit Agreement, and Working Interests in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) a favorable opinion of local or foreign counsel (as applicable) in Exhibit A heretoeach jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Incremental Term Loans and other extensions of credit thereunder. The Borrower shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent (it being understood and agreed that Borrower shall not be required to provide any information in excess of that which was provided in connection with the Closing Date). Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties pursuant to Section 5.9(b) of the Credit Agreement, as applicable.

Mortgaged Property. Mortgagor owns Upon any payment by the net revenue interest and working interests as are specified in Exhibit A under Owner Trustee pursuant to the terms “Net Revenue Interest” and “Working Interest” attributable first or second preceding paragraphs of this Section 4.03, the Owner Trustee shall be subrogated to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part the rights of the Mortgaged Property, free Mortgagee and the Note Holders in respect of the Basic Rent which was overdue at the time of such payment and interest payable by the Lessee on account of its being overdue and any and all liens or other agreements, restrictions or limitations Supplemental Rent in respect of any nature or kind the reimbursement of amounts paid by Owner Trustee pursuant to the immediately preceding paragraph (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”but in either case shall have no rights as a secured party hereunder), except and thereafter, the Owner Trustee shall be entitled (so long as specified on Exhibit A hereto and except for Permitted Liens (the application thereof shall not give rise to an Event of Default hereunder) to receive such overdue Basic Rent or Supplemental Rent, as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereaftercase may be, and as a consequence thereofinterest thereon upon receipt thereof by the Mortgagee; PROVIDED, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working InterestHOWEVER, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) if the Original Amount and interest on the Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, such warranted Net Revenue Interest subrogation shall, until the Secured Obligations shall have been paid in full, be subordinate to the rights of the Mortgagee, the Note Holders and Working Interestthe Indenture Indemnitees in respect of such payment of overdue Basic Rent, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by Supplemental Rent and attributable to Mortgagor, such interest and (ii) this Mortgage creates a valid lien and security interest in the entirety Owner Trustee shall not otherwise attempt to recover any such amount paid by it on behalf of the interest owned Lessee pursuant to this Section 4.03 except by demanding of the Lessee payment of such amount, or by commencing an action at law against the Lessee and attributable obtaining and enforcing a judgment against the Lessee for the payment of such amount or taking appropriate action in a pending action at law against the Lessee (PROVIDED, that at no time while an Event of Default shall have occurred and be continuing shall any such demand be made or shall any such action be commenced (or continued) and any amounts nevertheless received by the Owner Trustee in respect thereof shall be held in trust for the benefit of, and promptly paid to, the Mortgagee for distribution as provided in Section 3.03 hereof). Neither the Owner Trustee nor the Owner Participant shall have the right to such Mortgaged Property whether such interests are equal to cure any Lease Event of Default or greater than the interests Lease Default except as specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretothis Section 4.03.

Mortgaged Property. For the purposes and trusts hereinafter set forth, and for TEN AND 0O/000 DOLLARS ($10.00) and other good and valuable consideration paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, Mortgagor owns has GRANTED and by these presents does GRANT unto Mortgagee, WITH MORTGAGE COVENANTS, all the net revenue following described property (collectively, the "Mortgaged Property"), to wit: 2.1.1 All of Mortgagor's right, title and interest in and working interests as are specified to those certain tracts, pieces and parcels of land described in Exhibit A attached hereto and hereby made a part hereof (the "Land") (the State in which the Land is located is sometimes hereinafter referred to as the "Jurisdiction"), as lessee under the terms “Net Revenue Interest” Ground Lease dated as of January 30, 2001, from HILLSIDE SCHOOL, INC., a Massachusetts non-profit corporation ("Fee Owner"), as landlord, and “Working Interest” attributable Mortgagor as tenant (the "Ground Lease"), a notice of the Ground Lease being recorded with the Middlesex South District Registry of Deeds herewith; 2.1.2 All of Mortgagor's right, title and interest in and to each wellall structures, unit improvements, buildings and any additions and alterations thereto or oilreplacements thereof, now or hereafter erected upon the Land (all of the foregoing being collectively referred to as the "Improvements"), and in addition, all of Mortgagor's right, title and interest in and to all equipment, apparatus, furnishings, furniture, machinery, fixtures of every kind and nature whatsoever (the "Personal Property") now or hereafter located in and about said Improvements, including without limitation all fixtures, fittings, appliances, apparatus, equipment, machinery, furnishings and articles of personal property now or hereafter attached or affixed to, placed upon or used in any way in connection with the use, enjoyment, operation or occupancy of the Improvements, including without limitation all landscaping and gardening equipment, all heating and incinerating apparatus and equipment whatsoever, all boilers, engines, motors, dynamos, generating equipment, piping and plumbing fixtures, ranges, cooking utensils and apparatus and mechanical kitchen equipment, refrigerators, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing and prevention apparatus, gas and mineral lease described or electrical fixtures, elevators, escalators, partitions, lockers, cabinets, window covering and all hardware therefor, carpeting and other floor coverings, lighting fixtures, lamps and office furniture, window shades, blinds, screens, storm sashes, awnings, furnishings of public spaces, halls and lobbies and shrubbery and plants, all of which property mentioned in this paragraph shall be deemed part of the realty mortgaged hereby (the Land, the Improvements and the Personal Property being collectively referred to in Exhibit A hereto and comprising herein as the "Premises"). Notwithstanding the agreement hereinabove expressed that certain articles of property form a part of the Mortgaged Propertyrealty covered by this Second Mortgage and be appropriated to its use and deemed to be realty, free to the extent that such agreement and declaration may not be effective and that any of said articles may constitute goods (as said term is used in the Uniform Commercial Code as enacted in the Jurisdiction), this instrument shall constitute a security agreement, creating a security interest in such goods, as collateral, in Mortgagee as a secured party and Mortgagor as debtor, all in accordance with said Uniform Commercial Code, as more particularly set forth in Article III hereof; 2.1.3 All of Mortgagor's estate, of whatever nature, in and to all of the easements, rights, privileges, appurtenances, air rights and development rights now or hereafter belonging or in any wise appertaining to the Premises (the "Appurtenant Rights"), and all liens of the estate, right, title, interest, claim or other agreementsdemand whatsoever, restrictions either in law or limitations in equity, in possession or expectancy of any nature or kind (all such liens Mortgagor therein and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances streets and liens being herein collectively called ways, open or proposed, adjacent thereto, and in and to all strips and gores, vaults, alleyways, sidewalks and passages used in connection with the “Permitted Encumbrances”). With Land; 2.1.4 All of Mortgagor's right, title and interest in all reserves and/or escrow accounts or the like maintained with respect to the foregoing warranties Mortgaged Property and representationswhether held by or in the name of either Mortgagor or Mortgagee, it is acknowledged that Mortgagor’s intention is all inventory accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, Note, drafts, letters of credit and insurance policies (including without limitation environmental and/or flood insurance policies) arising from or related to mortgage the Premises (collectively, the "Accounts") and affect hereby the entirety including all replacements and substitutions for, or additions to, all products and proceeds of any of the foregoing; 2.1.5 All of Mortgagor's interest that in all agreements, contracts, certificates, instruments and other documents, now or hereafter entered into, pertaining to the construction, operation or management of the Premises and all right, title and interest of Mortgagor, therein; 2.1.6 All unearned premiums accrued or to accrue under all insurance policies for the Premises obtained by Mortgagor, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, proceeds of insurance and condemnation awards, and all rights of Mortgagor owns to refunds of real estate taxes and assessments with respect to the Premises (the "Proceeds"); 2.1.7 A non-exclusive right to Mortgagor's right, title and interest in and to all trade names, trademarks and service marks now or hereafter used in connection with the Premises or any part thereof or any other part of the Premises, together with good will appurtenant thereto; 2.1.8 All of Mortgagor's right, title and interest in and to all leases, subleases, lettings, licenses and other occupancy agreements, and guarantees thereof, for the Premises or any part thereof including without limitation the Lease dated as of January 30, 2001 between Mortgagor, as landlord and Sepracor, Inc., as tenant (the "Tenant Lease") (collectively, "Leases" and, individually, a "Lease"), including any cash or other security deposited thereunder, and the rents, issues, profits, revenue, royalties (collectively the "Rents") payable under the Leases; the Tenant Lease being a Permitted Exception (as hereinafter defined); 2.1.9 All of Mortgagor's right, title and interest in and to all of the Mortgaged Propertybooks, whether computer software, records and files of or relating to the Premises now or hereafterhereafter maintained by Mortgagor or for its account; 2.1.10 All of Mortgagor's right, title and interest in and to all awards and claims for damages made and to be made for the taking by eminent domain of the whole or any part of the Premises, including without limitation any awards for change of grade of streets, all of which awards Mortgagor hereby assigns to Mortgagee; 2.1.11 All of Mortgagor's right, title and interest in and to all licenses, permits, and as a consequence warranties attributable, allocable or relating to all or any portion of the Premises, both real and personal, but only to the extent such licenses, permits and warranties may be assigned, transferred or pledged without violation of the terms thereof; and 2.1.12 All of Mortgagor's right, if for any reason title and interest in and to all mineral, water, oil and gas rights and privileges and royalties pertaining to the interest of Mortgagor in any Mortgaged Property in fact exceeds Premises; 2.1.13 This Mortgage and the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that lien hereof (i) such warranted Net Revenue Interest is subject and Working Interestsubordinate to all rights of Sepracor, as applicable (as specified Inc. in Exhibit A hereto), are intended and to be the minimum undivided interests owned by and attributable to Mortgagor"Specialized Leasehold Improvements", and (ii) this Mortgage creates a valid lien and do not encumber or create any security interest in any personal property owned by Sepracor, Inc. and located in the entirety Improvements. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its substitutes or successors forever, and Mortgagor does hereby bind itself, its successors, assigns, executors and administrators to warrant and forever defend all and singular the Mortgaged Property unto Mortgagee, its successors and assigns, against every person whomsoever lawfully claiming or to claim an interest in the same, or any part thereof. Subject only to the specific matters set forth in Schedule B, Section 2 of the interest owned Commitment for Title Insurance issued by Chicago Title Insurance Company, No. 2051-25071, as approved by Mortgagee, and attributable to such Mortgaged Property whether such interests any future matters expressly permitted by this Second Mortgage, the Second Loan Agreement or the Assignment of Leases or approved in writing by Mortgagee as permitted exceptions (collectively, "Permitted Exceptions"). Permitted Exceptions include taxes which are equal to or greater than a lien on the interests specified as Net Revenue Interests Premises but are not delinquent and Working Interests (as applicable) in Exhibit A heretoany Leases permitted under the Assignment of Leases.

Mortgaged Property. Mortgagor owns With respect to each Mortgage, each Loan Party and each of their respective Subsidiaries, as applicable, is the net revenue interest lawful owner of the Mortgaged Property described therein and working interests as are specified has good right and authority to grant, bargain, sell, transfer, assign and mortgage the same; with respect to each Mortgaged Property described in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each wellMortgage, unit or oil, gas and mineral lease described or referred to its interests in Exhibit A hereto and comprising a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all each such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein is no less than that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and no greater than the Working Interest, as applicable (as specified Interest set forth in Exhibit A hereto)to such Mortgage for such Mortgaged Property; all oil, are intended to be the minimum undivided interests owned by gas and/or mineral lease and attributable to Mortgagorleasehold estates, gas purchase and (ii) this Mortgage creates a valid lien sales contracts, pipeline easements and security interest in the entirety of the interest owned by rights-of-way, processing contracts, franchises, licenses and attributable other agreements comprising or relating to such Mortgaged Property whether or any portion thereof are valid and subsisting and are in full force and effect and, except as described on Schedule 6.18, no default now exists under such interests estates, contracts, easements, rights-of-way, franchises, licenses or other agreements and none of Borrower, any other Loan Party or their respective Subsidiaries has (a) received any notice of default or claimed default thereunder and (b) any knowledge of any event or circumstance which with notice or passage of time or both could constitute a default thereunder; such leases are equal subject to no overriding royalties or greater than other burdens or charges, except as reflected herein or in the interests specified Exhibit A to such Mortgage and ,except as Net Revenue Interests described on Schedule 6.18, all material rents, royalties and Working Interests (other payments due and payable by any Loan Party or any of their respective Subsidiaries, as applicable) , under such Mortgaged Property have been properly and timely paid and all ad valorem, property, oil and gas production, excise and severance taxes payable by any Loan Party or any of their respective Subsidiaries, as applicable, have been duly paid; such Mortgaged Property is free and clear from all Liens except the Permitted Liens, and except as shown in Exhibit A heretofor such Mortgage; all producing ▇▇▇▇▇ located on such Mortgaged Property or properties unitized therewith have been legally drilled in all material respects and are not deviated in any material respect from the vertical more than the maximum permitted by applicable laws, rules and regulations, and such ▇▇▇▇▇ are in fact bottomed under and are producing from lands and, if applicable, depths described in said Exhibit A or lands unitized therewith.

Mortgaged Property. Mortgagor owns Within 90 days after the net revenue interest and working interests First Amendment Closing Date (or by such later date as are specified the Administrative Agent in Exhibit A under its sole discretion may permit), the terms “Net Revenue Interest” and “Working Interest” attributable Borrower shall deliver, with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part of the Mortgaged Property, free of any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest a new mortgage or an amendment and Working Interestrestatement of the existing Mortgage (each, as applicable a “Mortgage Amendment”) approved by local or foreign counsel (as specified in Exhibit A hereto), are intended applicable) reasonably acceptable to be the minimum undivided interests owned by and attributable to MortgagorAdministrative Agent, and (ii) this Mortgage creates a valid in form reasonably necessary to reflect that the lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and further to grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected; (ii) (a) for all Mortgaged Properties such title policies (and title policy endorsements) with extended coverage in an amount equal to the entirety fair market value of the interest owned by and attributable to applicable Mortgaged Property, reflecting that there are no encumbrances affecting each such Mortgaged Property whether such interests are equal except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) a favorable opinion of local or greater than the interests specified as Net Revenue Interests and Working Interests foreign counsel (as applicable) in Exhibit A heretoeach jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent and the Lenders with respect to the enforceability of the Mortgage Amendment, together with such other opinions as the Administrative Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. The Borrower shall also provide flood determinations and flood insurance with respect to each Mortgaged Property as required by Section 5.5(c) of the Credit Agreement. Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties pursuant to Section 5.9(b) of the Credit Agreement, as applicable.

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable The Administrative Agent shall have received (i) a Mortgage with respect to each wellMortgaged Property listed on Schedule 6.3(g) to the Third Amendment, unit executed and delivered by a duly authorized officer of Atlantic Broadband (SC), LLC, together with such certificates, affidavits, questionnaires, instruments or oil, gas returns as shall be reasonably required in connection with filing or recordation thereof and mineral lease described or referred to in Exhibit A hereto and comprising grant a part of the perfected Mortgage Lien on such Mortgaged Property, free (ii) such UCC-1 Financing Statements and other similar statements as are contemplated by such Mortgage, (iii) policies or certificates of any insurance as reasonably required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in subsection 7.5, (iv) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all mortgage recording taxes, fees, charges, costs and all liens expenses required for the recording of such Mortgage, (v) a Lender’s title policy with respect to each such Mortgage paid for by a Credit Party, issued by Title Company, together with such endorsements (including, without limitation, “tie-in” or “cluster”, first loss, last dollar, usury, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, zoning (provided that with respect to zoning, Borrower may, in lieu of such endorsement, deliver a zoning compliance letter prepared by the appropriate Governmental Authority or a zoning and site requirement summary report prepared by the Planning and Zoning Resource Corporation or other agreementssimilar service reasonably acceptable to the Administrative Agent) and so-called comprehensive coverage over covenants and restrictions), restrictions or limitations of any nature or kind coinsurance and reinsurance as may be reasonably requested by the Administrative Agent and provided that such endorsements are available in a given jurisdiction, in form and substance reasonably acceptable to the Administrative Agent, insuring the Mortgage as a first Lien on the relevant Mortgaged Property and subject only to Permitted Encumbrances and such other Liens expressly agreed to by the Administrative Agent (all such liens and other agreements, restrictions or limitations being herein collectively called the a “EncumbrancesTitle Policy”), except (vi) such consents, approvals, estoppels, tenant subordination agreements or other instruments as specified on Exhibit A hereto and except for Permitted Liens (as defined shall be necessary or appropriate in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety reasonable judgment of the interest that Mortgagor owns Administrative Agent in all order for the owner or holder of the Mortgaged Property, whether now Fee Property or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Leased Property constituting such Mortgaged Property in fact exceeds to grant the Net Revenue Interest and/or Lien contemplated by the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable with respect to such Mortgaged Property whether and (vii) a Survey with respect to such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoMortgaged Property.

Mortgaged Property. For the purposes and trusts hereinafter set forth, and for TEN AND 0O/000 DOLLARS ($10.00) and other good and valuable consideration paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, Mortgagor owns has GRANTED and by these presents does GRANT unto Mortgagee, WITH MORTGAGE COVENANTS, all the net revenue following described property (collectively, the "Mortgaged Property"), to wit: 2.1.1 All of Mortgagor's right, title and interest in and working interests as are specified to those certain tracts, pieces and parcels of land described in Exhibit A attached hereto and hereby made a part hereof (the "Land") (the State in which the Land is located is sometimes hereinafter referred to as the "Jurisdiction"), as lessee under the terms “Net Revenue Interest” Ground Lease dated as of January 30, 2001, from HILLSIDE SCHOOL, INC., a Massachusetts non-profit corporation ("Fee Owner"), as landlord, and “Working Interest” attributable Mortgagor as tenant (the "Ground Lease"), a notice of the Ground Lease being recorded with the Middlesex South District Registry of Deeds herewith; 2.1.2 All of Mortgagor's right, title and interest in and to each wellall structures, unit improvements, buildings and any additions and alterations thereto or oilreplacements thereof, now or hereafter erected upon the Land (all of the foregoing being collectively referred to as the "Improvements"), and in addition, all of Mortgagor's right, title and interest in and to all equipment, apparatus, furnishings, furniture, machinery, fixtures of every kind and nature whatsoever (the "Personal Property") now or hereafter located in and about said Improvements, including without limitation all fixtures, fittings, appliances, apparatus, equipment, machinery, furnishings and articles of personal property now or hereafter attached or affixed to, placed upon or used in any way in connection with the use, enjoyment, operation or occupancy of the Improvements, including without limitation all landscaping and gardening equipment, all heating and incinerating apparatus and equipment whatsoever, all boilers, engines, motors, dynamos, generating equipment, piping and plumbing fixtures, ranges, cooking utensils and apparatus and mechanical kitchen equipment, refrigerators, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing and prevention apparatus, gas and mineral lease described or electrical fixtures, elevators, escalators, partitions, lockers, cabinets, window covering and all hardware therefor, carpeting and other floor coverings, lighting fixtures, lamps and office furniture, window shades, blinds, screens, storm sashes, awnings, furnishings of public spaces, halls and lobbies and shrubbery and plants, all of which property mentioned in this paragraph shall be deemed part of the realty mortgaged hereby (the Land, the Improvements and the Personal Property being collectively referred to in Exhibit A hereto and comprising herein as the "Premises"). Notwithstanding the agreement hereinabove expressed that certain articles of property form a part of the Mortgaged Propertyrealty covered by this Mortgage and be appropriated to its use and deemed to be realty, free to the extent that such agreement and declaration may not be effective and that any of said articles may constitute goods (as said term is used in the Uniform Commercial Code as enacted in the Jurisdiction), this instrument shall constitute a security agreement, creating a security interest in such goods, as collateral, in Mortgagee as a secured party and Mortgagor as debtor, all in accordance with said Uniform Commercial Code, as more particularly set forth in Article III hereof; 2.1.3 All of Mortgagor's estate, of whatever nature, in and to all of the easements, rights, privileges, appurtenances, air rights and development rights now or hereafter belonging or in any wise appertaining to the Premises (the "Appurtenant Rights"), and all liens of the estate, right, title, interest, claim or other agreementsdemand whatsoever, restrictions either in law or limitations in equity, in possession or expectancy of any nature or kind (all such liens Mortgagor therein and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances streets and liens being herein collectively called ways, open or proposed, adjacent thereto, and in and to all strips and gores, vaults, alleyways, sidewalks and passages used in connection with the “Permitted Encumbrances”). With Land; 2.1.4 All of Mortgagor's right, title and interest in all reserves and/or escrow accounts or the like maintained with respect to the foregoing warranties Mortgaged Property and representationswhether held by or in the name of either Mortgagor or Mortgagee, it is acknowledged that Mortgagor’s intention is all inventory accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, Note, drafts, letters of credit and insurance policies (including without limitation environmental and/or flood insurance policies) arising from or related to mortgage the Premises (collectively, the "Accounts") and affect hereby the entirety including all replacements and substitutions for, or additions to, all products and proceeds of any of the foregoing; 2.1.5 All of Mortgagor's interest that in all agreements, contracts, certificates, instruments and other documents, now or hereafter entered into, pertaining to the construction, operation or management of the Premises and all right, title and interest of Mortgagor, therein; 2.1.6 All unearned premiums accrued or to accrue under all insurance policies for the Premises obtained by Mortgagor, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, proceeds of insurance and condemnation awards, and all rights of Mortgagor owns to refunds of real estate taxes and assessments with respect to the Premises (the "Proceeds"); 2.1.7 A non-exclusive right to Mortgagor's right, title and interest in and to all trade names, trademarks and service marks now or hereafter used in connection with the Premises or any part thereof or any other part of the Premises, together with good will appurtenant thereto; 2.1.8 All of Mortgagor's right, title and interest in and to all leases, subleases, lettings, licenses and other occupancy agreements, and guarantees thereof, for the Premises or any part thereof including without limitation the Lease dated as of January 30, 2001 between Mortgagor, as landlord and Sepracor, Inc., as tenant (the "Tenant Lease") (collectively, "Leases" and, individually, a "Lease"), including any cash or other security deposited thereunder, and the rents, issues, profits, revenue, royalties (collectively the "Rents") payable under the Leases; the Tenant Lease being a Permitted Exception (as hereinafter defined); 2.1.9 All of Mortgagor's right, title and interest in and to all of the Mortgaged Propertybooks, whether computer software, records and files of or relating to the Premises now or hereafterhereafter maintained by Mortgagor or for its account; 2.1.10 All of Mortgagor's right, title and interest in and to all awards and claims for damages made and to be made for the taking by eminent domain of the whole or any part of the Premises, including without limitation any awards for change of grade of streets, all of which awards Mortgagor hereby assigns to Mortgagee; 2.1.11 All of Mortgagor's right, title and interest in and to all licenses, permits, and as a consequence warranties attributable, allocable or relating to all or any portion of the Premises, both real and personal, but only to the extent such licenses, permits and warranties may be assigned, transferred or pledged without violation of the terms thereof; and 2.1.12 All of Mortgagor's right, if for any reason title and interest in and to all mineral, water, oil and gas rights and privileges and royalties pertaining to the interest of Mortgagor in any Mortgaged Property in fact exceeds Premises; 2.1.13 This Mortgage and the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that lien hereof (i) such warranted Net Revenue Interest is subject and Working Interestsubordinate to all rights of Sepracor, as applicable (as specified Inc. in Exhibit A hereto), are intended and to be the minimum undivided interests owned by and attributable to Mortgagor"Specialized Leasehold Improvements", and (ii) this Mortgage creates a valid lien and do not encumber or create any security interest in any personal property owned by Sepracor, Inc. and located in the entirety Improvements. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its substitutes or successors forever, and Mortgagor does hereby bind itself, its successors, assigns, executors and administrators to warrant and forever defend all and singular the Mortgaged Property unto Mortgagee, its successors and assigns, against every person whomsoever lawfully claiming or to claim an interest in the same, or any part thereof. Subject only to the specific matters set forth in Schedule B, Section 2 of the interest owned Commitment for Title Insurance issued by Chicago Title Insurance Company, No. 2051-25071, as approved by Mortgagee, and attributable to such Mortgaged Property whether such interests any future matters expressly permitted by this Mortgage, the Loan Agreement or the Assignment of Leases or approved in writing by Mortgagee as permitted exceptions (collectively, "Permitted Exceptions"). Permitted Exceptions include taxes which are equal to or greater than a lien on the interests specified as Net Revenue Interests Premises but are not delinquent, and Working Interests (as applicable) in Exhibit A heretoany Leases permitted under the Assignment of Leases.

Mortgaged Property. Mortgagor owns The Company shall or shall cause the net revenue interest applicable Credit Party to deliver to the Administrative Agent within 60 days following the Amendment and working interests as are specified Restatement Effective Date (or by such other date to which the Administrative Agent may agree in Exhibit A under its sole discretion) the terms “Net Revenue Interest” and “Working Interest” attributable following with respect to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part of the Mortgaged Property: either (i) written or e-mail confirmation from local counsel in the jurisdiction in which the Mortgaged Property subject to a Mortgage is located substantially to the effect that: (A) the recording of the Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, free including the Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Lenders, and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgaged Property as security for the Obligations, including the Obligations evidenced by this Agreement and all liens the other documents executed in connection herewith, for the benefit of the Secured Creditors; and (ii) a title commitment for the Mortgaged Property issued by the title company that issued the existing title insurance policy, which commitment shall reflect no exceptions to title other than Permitted Liens and Permitted Encumbrances; or (i) an amendment to the existing Mortgage to reflect the matters set forth in this Agreement, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent (a “Mortgage Amendment”); (ii) a “date-down” endorsement and a modification endorsement to the existing title insurance policy (or other agreementssimilar title product, restrictions which may be a re-issuance of the existing title policy, in form acceptable to Administrative Agent) for such parcel of Mortgaged Property issued by the title company that issued such existing title insurance policy, which endorsement (or limitations re-issuance of any nature or kind (all the existing title policy) shall update the effective date of such liens existing title insurance policy and amend the description of the insured Mortgage to include the Mortgage Amendment to such Mortgage insuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment is a valid First Priority Lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, and contain no exceptions to title other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for than Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With ; (iii) evidence that the Company has paid all premiums in respect of the endorsement to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety existing title policy for such parcel of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafteras well as all charges for mortgage recording taxes and mortgage filing fees payable in connection with the recording of the amendment to the Mortgage covering such parcel of Mortgaged Property, and as a consequence thereofall related expenses, if for any reason any; (iv) customary favorable written opinions, addressed to the interest Collateral Agent and the Secured Creditors, of Mortgagor local counsel to the Credit Parties in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that each jurisdiction (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, where a Mortgaged Property is located and (ii) this where the applicable Credit Party granting the Mortgage creates a valid lien as amended on said Mortgaged Property is organized, regarding the due authorization, execution, delivery, perfection and security interest in enforceability of each such Mortgage, as amended, the entirety corporate formation, existence and good standing of the interest owned applicable Credit Party under the laws of its jurisdiction of formation, and such other matters as may be reasonably requested by the Administrative Agent, each in form and attributable substance reasonably satisfactory to the Administrative Agent; and (v) such Mortgaged Property whether such interests are equal other documents as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoAdministrative Agent.

Mortgaged Property. Mortgagor owns the net revenue interest and working interests as are specified The Lender shall have received, in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part respect of the Mortgaged Property, a Mortgage, dated as of the Closing Date, and duly executed and delivered by an Authorized Officer of Borrower, which Mortgage shall be substantially in the form of Exhibit G hereto, and (i)a mortgagee’s title insurance policy or marked up unconditional binder for such insurance, effective as of the Closing Date, together with a current ALTA survey thereof and a surveyor’s certificate, in form reasonably satisfactory to the Lender, provided that such policy shall (A) be in an amount reasonably satisfactory to the Lender with respect to the Mortgaged Property covered thereby but not less than the fair market value of the Mortgaged Property covered thereby; (B) insure that, as of the Closing Date, the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of any all defects and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”)encumbrances, except as specified on Exhibit A hereto and except for Permitted Liens (as defined disclosed in the Credit AgreementMortgage or as permitted by Section 8.3; (C) name the Lender as the insured thereunder; (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect D) be in form reasonably satisfactory to the foregoing warranties Lender; (E) contain such endorsements, coinsurance, reinsurance and representationsaffirmative coverage as the Lender may reasonably request; and (F) be issued by First American Title Insurance Company or such other national title company or companies reasonably satisfactory to the Lender (including any such title companies acting as co-insurers or reinsurers, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby at the entirety option of the interest Lender); (ii) evidence satisfactory to it that Mortgagor owns all premiums in respect of such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid or duly provided for; and (iii) legal opinions from local counsel in the jurisdiction where the Mortgaged Property is situated and from counsel in the jurisdiction where the owner of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason Property is organized relating to the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto)matters described above, which Mortgagor represents opinions shall be in form and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended substance reasonably satisfactory to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoLender.

Mortgaged Property. Mortgagor owns If, after the net revenue interest Closing Date, the Borrower or any of its Restricted Subsidiaries acquires in any one transaction or a series of related transactions real estate with either a fair market value or acquisition price of more than $2,000,000, and working interests the Borrower or such Restricted Subsidiary, as are specified in Exhibit A under the case may be, does not sell such real property pursuant to the terms “Net Revenue Interest” and “Working Interest” attributable conditions set forth in (S)9.5.2(f) hereof or refinance the purchase price of such real property pursuant to each wellthe terms and conditions set forth in (S)9.1(o) hereof in either case within 180 days of acquiring such real property, unit the Borrower or oilsuch Restricted Subsidiary, gas as the case may be, shall forthwith deliver to the Agent, if the Agent so requests, a fully executed mortgage or deed of trust over such real estate (which shall exclude fixtures, furniture and mineral lease described equipment), in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurance with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such real estate consistent with the Mortgages and related documents delivered hereunder. In addition, if, after the Closing Date, the Borrower or referred any of its Restricted Subsidiaries leases any real estate and, immediately after giving effect to in Exhibit A hereto and comprising such lease, a part single landlord and/or its affiliates other than BKC owns twenty (20) or more pieces of real property leased to the Borrower or any of the Mortgaged PropertyRestricted Subsidiaries, the Borrower or such Restricted Subsidiary, as the case may be, shall use commercially reasonable efforts to obtain and deliver to the Agent, if the Agent so requests, a fully executed leasehold mortgage or leasehold deed of trust over all such real estate (which shall exclude fixtures, furniture and equipment) owned by such landlord and/or its affiliates, in form and substance satisfactory to the Agent, together with title insurance policies, surveys, evidences of insurance with the Agent named as loss payee and additional insured, legal opinions and other documents and certificates with respect to such real estate consistent with the Mortgages and related documents delivered hereunder. The Borrower further agrees that, following the taking of any such actions with respect to such real estate, the Agent shall have for the benefit of the Banks and the Agent a valid and enforceable first priority mortgage or deed of trust over such real estate, free and clear of any all defects and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and encumbrances except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoLiens.

Mortgaged Property. Mortgagor owns Article VII Please refer to the Appendix “List of Mortgaged Property” for details of the mortgaged property under this Contract. Article VIII The value of the mortgaged property recorded in the “List of Mortgaged Property” or otherwise agreed upon by both parties (hereinafter referred to as “provisional value”) in this Contract, whether recorded in the register book of the registration authority or not, does not indicate the final value of the mortgaged property. Its final value shall be subject to the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part amount of the proceeds from actual disposal of the mortgaged property at the realization of mortgage after deducting various taxes and fees. If the mortgaged property is used to offset creditor’s rights of the Mortgagee, the above provisional value shall not be used as the basis for the mortgaged property to offset the creditor’s rights of the Mortgagee. Meanwhile, the value of the mortgaged property shall be determined by both parties through negotiation or fair evaluation according to law. For any registered mortgaged property, if the mortgage term exceeds two years, the assessment company shall conduct a pre-assessment each year and provide simplified appraisal report (unless a formal evaluation report is made in the current year). In addition, a formal assessment shall be conducted every three years and a formal assessment report shall be provided. The qualification of the assessment company shall be subject to approval by the Mortgagee. Article IX If the mortgaged property is renewed with a new certificate (certification) of ownership or other rights, resulting in inconsistency between the “List of Mortgaged Property, free of any and all liens ” or other agreements, restrictions rights (mortgage rights) certificates or limitations mortgage rights certification documents received by the Mortgagee and the above-mentioned new certificate (certification) of any nature rights or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined relevant records in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called register book of the “Permitted Encumbrances”). With respect registration authority, the Mortgagor shall not refuse to assume the guarantee responsibility on this ground. Article X The effect of the mortgage right under this Contract extends to the foregoing warranties insurance premium from the collateral’s subordinate, subordinate rights, subrogation, separation, attachment, mixture, processed materials and representations, it is acknowledged that Mortgagor’s intention is to collateral as well as the other properties and rights stipulated by laws and regulations. The Mortgagor shall complete necessary formalities like mortgage and affect hereby as required by the entirety Mortgagee. Article XI If the value of the interest that Mortgagor owns in all mortgaged property has decreased or may decrease, affecting the realization of the Mortgaged Propertycreditor’s right of the Mortgagee, whether now or hereafterthe Mortgagor shall provide a new guarantee as required by the Mortgagee. Article XII All valid certificates and information of and related to the mortgaged property shall be sealed upon confirmation by both the Mortgagor and the Mortgagee, and as a consequence thereof, if then handed over by the Mortgagor to the Mortgagee for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretosafekeeping.

Mortgaged Property. Mortgagor owns the net revenue interest A Mortgage, a loan policy of title insurance, survey, and working interests other documentation in respect of each Base Property, as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to more fully described below: (a) In respect of each well, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising real property location which is a part Base Property as of the Mortgaged Propertydate of execution and delivery of this Credit Agreement, free Borrower and the Management Company shall duly execute and cause to be filed for record in the real property records of any the county in which the affected real property encumbered thereby is located, a Mortgage (or deed of trust), an assignment of rents and all liens such Uniform Commercial Code financing statements as shall be necessary or other agreements, restrictions or limitations appropriate to create and/or perfect a first lien in favor of any nature or kind Bank in the real and personal property described therein. (all such liens b) Borrower shall accompany the Mortgage and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens documents described in subsection (as defined in the Credit Agreementa) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that above with (i) an original loan policy of title insurance issued by a title insurance company reasonably satisfactory to Bank insuring, in amounts and on other terms as Bank reasonably may require, that each such warranted Net Revenue Interest Mortgage is a valid first lien upon the real property encumbered thereby, eliminating any standard exception for survey and Working Interest, mechanics' liens and 11 otherwise subject only to such exceptions or matters affecting title as applicable (as specified Bank may approve in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, writing; and (ii) this Mortgage creates a valid lien current as-built survey, certified to Bank and security interest the title insurance company prepared by a registered surveyor acceptable to the title insurance company, depicting all improvements (including proposed improvements for which site approval has been issued), building lines, easements, streets, access ways to public streets and rights of way and encroachments, and otherwise in such detail as shall be necessary to eliminate any and all "survey exceptions" from the entirety title insurance policy described in (i) above. (c) Borrower shall deliver to Bank Phase I environmental site assessment report with wetlands certification prepared by an environmental consultant acceptable to Bank and certified to Bank as a co-client, respecting the Base Property. (d) Borrower shall deliver to Bank a real estate appraisal establishing the fair market value of the interest owned Base Property, prepared by and attributable an appraiser who is a Member of the Institute of Real Estate Appraisers (or has a corresponding professional designation acceptable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoBank).

Mortgaged Property. Mortgagor owns Within 45 days following the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each wellClosing Date, unit or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a part 105 (A) evidence that counterparts of the Pre-Closing Mortgages have been duly recorded in all filing or recording offices that the Administrative Agents may deem necessary or desirable in order to create a valid first and subsisting Lien, subject only to Permitted Encumbrances and Permitted Liens described therein, on the property described therein in favor of the Collateral Agent or the Collateral Trustees, as the case may be, for the benefit of the appropriate Secured Parties and that all filing and recording taxes, documentary stamp taxes, and similar taxes, charges and fees required to be paid in connection with the filing or recording of such Pre-Closing Mortgages have been paid, (B) (1) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the forms of Exhibit F-1 and Exhibit F-2 hereto (with such changes as may be required to account for local law matters) and otherwise in form and substance satisfactory to the Administrative Agents, and covering the properties listed on Part IIA-1 of each of Schedule 5.08(c) and Schedule 5.08(d) hereto (in each case as amended, the "Post-Closing Non-Shared Mortgages") and (2) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit F-1 and Exhibit F-2 hereto (with such changes as may be required to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Administrative Agents, and covering the properties listed on Part IIB-1 of each of Schedule 5.08(c) and Schedule 5.08(d) hereto (in each case as amended, the "Post-Closing Shared Mortgages", and together with the Post-Closing Non-Shared Mortgages, the "Post-Closing Mortgages"), duly executed by the appropriate Loan Party, together with evidence that counterparts of such Post-Closing Mortgages have been duly recorded in all filing or recording offices that the Administrative Agents may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent or the Collateral Trustees, as the case may be, for the benefit of the appropriate Secured Parties and that all filing and recording taxes, documentary stamp taxes, and similar taxes, charges and fees required to be paid in connection with the filing or recording of such Post-Closing Mortgages have been paid, provided that if such Post-Closing Mortgages cannot be reasonably obtained within such forty-five (45) day period and the Borrower shall be thereafter diligently and continuously proceeding to obtain the same, such forty-five (45) day period shall be extended for a period of time during which the Borrower is diligently and continuously attempting to prosecute the same to completion, or until the Borrower, with the concurrence of the Administrative Agents (such concurrence not to be unreasonably withheld), determines that such Post-Closing Mortgages will not be forth coming notwithstanding its diligent efforts, (C) with respect to those properties indicated with a cross on Part IIA-2 and Part IIB-2 of each of Schedule 5.08(c) and Schedule 5.08(d), Mortgage Policies (revised to give effect to the Survey received in connection with the applicable Mortgaged Property, free including the elimination of the standard "survey" exception), in the same form and substance as the applicable pro-formas or hand-marked commitments relating to such Mortgage Policies delivered to, and approved and accepted by, the Administrative Agents on or prior to Closing, 106 (D) with respect to those properties indicated with an asterisk on Part IIA-2 and Part IIB-2 of each of Schedule 5.08(c) and Schedule 5.08(d), Surveys (for which all necessary fees (where applicable) have been paid), certified to the Administrative Agents, the Collateral Trustees and the issuer of the Mortgage Policies by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located, (E) with respect to those properties indicated with a pound sign on Part I or Part IIA-1 of Schedule 5.08(c), (1) deeds, duly executed and delivered by the appropriate party-in-interest and legally sufficient to convey good title to such properties, together with evidence that the same have been have been duly recorded in all applicable recording offices, (2) Mortgages or amendments to Mortgages, as applicable, in form and substance reasonably satisfactory to the Administrative Agents, duly executed and delivered by the appropriate Loan Party and legally sufficient to subject such properties to the Liens of the applicable Mortgages, together with evidence that counterparts of such Mortgages or Mortgage amendments, as applicable, have been duly recorded in all applicable recording offices and that all filing and recording taxes, documentary stamp taxes, and similar taxes, charges and fees required to be paid in connection with the filing or recording of such Mortgages or Mortgage amendments have been paid, provided that if such deeds, and consequently such Mortgage amendments, cannot be reasonably obtained within such forty-five (45) day period and the Borrower shall be thereafter diligently and continuously proceeding to obtain the same, such forty-five (45) day period shall be extended for a period of time during which the Borrower is diligently and continuously attempting to prosecute the same to completion, or until the Borrower, with the concurrence of the Administrative Agents (such concurrence not to be unreasonably withheld), determines that such deeds, and consequently such Mortgages or Mortgage amendments, will not be forth coming notwithstanding its diligent efforts and (3) a favorable opinion of appropriate local counsel to the Loan Parties in substantially the same form as that set forth in Exhibit H-2, (F) consent agreements, to the extent required in order to record any Post-Closing Mortgage and as otherwise required by the Administrative Agents in their sole discretion, in form and substance satisfactory to the Administrative Agents, executed by each of the lessors of the leased real properties listed on Part IIA-1 and Part IIB-1 of each of Schedule 5.08(c) and Schedule 5.08(d) hereto, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all liens places necessary or desirable, in the Administrative Agents' reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agents, provided that if such consent agreements, memoranda or other required documentation required pursuant to this subsection (D) cannot be reasonably obtained within such forty-five (45) day period and the Borrower shall be thereafter diligently and continuously proceeding to 107 obtain the same, such forty-five (45) day period shall be extended for a period of time during which the Borrower is diligently and continuously attempting to prosecute the same to completion, or until the Borrower, with the concurrence of the Administrative Agents (such concurrence not to be unreasonably withheld), determines that such consent agreements, restrictions memoranda or limitations other required documentation will not be forth coming notwithstanding its diligent efforts, (G) evidence in the form of any nature updated title searches, title reports or kind "abstractor" certificates, "title" certificates or so-called "nothing further" certificates, as applicable, sufficient in the Administrative Agents' discretion to determine whether each Loan Party and each of its Subsidiaries required to execute and deliver a Post-Closing Mortgage pursuant to this Section 6.18 has good title in fee simple to, or valid leasehold interests in, all real property to be mortgaged (all such liens other than the properties comprised of "pipelines" or "gathering systems") described on Part IIA-1 and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”Part IIB-1 of each of Schedule 5.08(c) and Schedule 5.08(d), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property in fact exceeds the Net Revenue Interest and/or the Working Interest, as applicable (as specified in Exhibit A hereto), which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that (i) such warranted Net Revenue Interest and Working Interest, as applicable (as specified in Exhibit A hereto), are intended to be the minimum undivided interests owned by and attributable to Mortgagor, and (ii) this Mortgage creates a valid lien and security interest in the entirety of the interest owned by and attributable to such Mortgaged Property whether such interests are equal to or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A hereto.and

Mortgaged Property. Mortgagor owns A Transfer as described in clause (b) of the net revenue interest and working interests as are specified in Exhibit A under the terms “Net Revenue Interest” and “Working Interest” attributable to each well, unit definition of Transfer of all or oil, gas and mineral lease described or referred to in Exhibit A hereto and comprising a any part of the any Mortgaged Property, free of Property (including any and all liens or other agreements, restrictions or limitations of any nature or kind (all such liens and other agreements, restrictions or limitations being herein collectively called the “Encumbrances”), except as specified on Exhibit A hereto and except for Permitted Liens (as defined in the Credit Agreement) (such permitted encumbrances and liens being herein collectively called the “Permitted Encumbrances”). With respect to the foregoing warranties and representations, it is acknowledged that Mortgagor’s intention is to mortgage and affect hereby the entirety of the interest that Mortgagor owns in all of the Mortgaged Property, whether now or hereafter, and as a consequence thereof, if for any reason the interest of Mortgagor in any Mortgaged Property) shall not occur other than: (A) a Transfer to which Lender has consented in writing; (B) the grant of a Residential Lease for a term of not less than one (1) month and not more than two (2) years, and not containing an option to purchase or right of first refusal (except as required by Applicable Law); (C) Leases permitted pursuant to the Loan Documents, including the Seniors Housing Facility Lease between Borrower and Property Operator and the subordination thereof to the terms, provisions, and lien of this Master Agreement, the Security Instrument, and the other Loan Documents; (D) the grant of a non-Material Commercial Lease provided the use and type of operation of such space is not materially altered from the use and type of operation in fact exceeds effect as of the Net Revenue Interest and/or Effective Date and the Working Interest, as applicable number and size of residential units at any Mortgaged Property are not reduced or the grant of a non-Material Commercial Lease entered into pursuant to a unit conversion permitted pursuant to the last paragraph of Section 6.02(a) or Section 6.02(f); (as specified in Exhibit A hereto), E) a Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function and quality which Mortgagor represents and warrants herein that it owns, Mortgagor agrees that are free of Liens (other than liens securing indebtedness permitted under clause (i) such warranted Net Revenue Interest of the definition of Permitted Indebtedness and Working Interestliens created by the Loan Documents); (F) the grant of an easement, as applicable (as specified in Exhibit A hereto)servitude, are intended or restrictive covenant to be the minimum undivided interests owned by and attributable to Mortgagorwhich Lender has consented, and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request; (iiG) a lien permitted pursuant to Section 11.02 (Liens, Transfers, and Assumptions – Covenants) of this Mortgage creates Master Agreement; or (H) the conveyance of any Mortgaged Property following a valid Foreclosure Event. Lender shall not unreasonably withhold its consent to or withhold its agreement to subordinate the lien and security interest in the entirety of the interest owned by and attributable applicable Security Instrument to (1) the grant of a utility easement serving such Mortgaged Property whether to a publicly operated utility, or (2) the grant of an easement related to expansion or widening of roadways, provided that any such interests are equal easement is in form and substance reasonably acceptable to Lender and does not materially and adversely affect the lien of the Security Instrument or greater than the interests specified as Net Revenue Interests and Working Interests (as applicable) in Exhibit A heretoaccess, use or marketability of such Mortgaged Property.