Common use of Title and Permitted Encumbrances Clause in Contracts

Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Schedule I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.

Title and Permitted Encumbrances. Mortgagor has, in Mortgagor's own right, and Mortgagor ----------------------------------- covenants to maintain, lawful, good and defensible marketable title to its interest in the PropertyGround Lease and the leasehold estate created thereby together with all other Property subject to this Mortgage. Mortgagor is lawfully seized and possessed of the Property and every part thereof, and has the right to convey its interest in the same, free and clear of all liens, charges, claims, security interests, and encumbrances except for (i) the contractsBank Mortgage; (ii) the matters, agreementsif any, burdens, encumbrances and other matters set forth in the descriptions of certain Schedule B-II of the Mortgaged Properties on Exhibit A hereto"marked-up" title commitment of Title Insurance Company No. ____________ (last revised October 9, 2008), which are Permitted Encumbrances (as hereinafter defined) only to the extent the same are valid and subsisting and affect the Property, (iiiii) the liens and security interests evidenced by this Mortgage, (iiiiv) the C Parcels Easement and the Parcel B Easement; (v) statutory liens for real estate taxes and assessments on the Property which are not yet delinquent, due and payable without premium or penalty; (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (vvi) other liens and security interests (if any) in favor of Agent Mortgagee and (vii) SERA's fee interest in the Premises (the matters described in the foregoing clauses (i), (ii), (iii), (iv), (v), (vi) and (vvii) being herein called the "Permitted Encumbrances"); Mortgagor . Mortgagor, and Mortgagor's successors and assigns, will warrant specially and forever defend title to the Property, subject as aforesaid, to Mortgagee and its successors and assigns, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereofthereof by, through or under Mortgagor. Without limitation of the foregoingMortgagor will punctually pay, the ownership by Mortgagor of the Mortgaged Properties does perform, observe and willkeep all covenants, with respect obligations and conditions in or pursuant to each well or unit identified on Schedule I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not any Permitted Encumbrance and will not modify or permit modification of any Permitted Encumbrance without the prior written consent of Mortgagee. Inclusion of any matter as a Permitted Encumbrance does not constitute approval or waiver by Mortgagee of any existing or future violation or other breach thereof by Mortgagor, by the Property or otherwise. If any right or interest of Mortgagee in the Property or any part thereof shall be subject endangered or questioned or shall be attacked directly or indirectly, Mortgagee (whether or not named as a party to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection legal proceedings with operations hereafter proposedrespect thereto), exceptis hereby authorized and empowered to take such steps as in its discretion may be proper for the defense of any such legal proceedings or the protection of such right or interest of Mortgagee, including but not limited to the employment of independent counsel, the prosecution or defense of litigation, and only the compromise or discharge of adverse claims. All expenditures so made of every kind and character shall be a demand obligation (which obligation Mortgagor hereby promises to the extent thatpay) owing by Mortgagor to Mortgagee, such changes are reflected in Schedule I. There is not and will not Mortgagee shall be any unexpired financing statement covering any part subrogated to all rights of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (person receiving such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrancespayment.

Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the fee interests in real property and the oil and gas leasehold interests comprising the Property, in each case free and clear of all liens, security interests, and encumbrances except for Permitted Liens (i) the contracts, agreements, burdens, encumbrances and other matters set forth as defined in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (iCredit Agreement), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the The ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Schedule IEXHIBIT A, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar importcomparable reference) on Schedule IEXHIBIT A, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar importcomparable reference) on Schedule I. EXHIBIT A without a corresponding and proportional increase in Mortgagor's "Net Revenue Interest" attributable thereto. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit EXHIBIT A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. EXHIBIT A. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal party and third party information identifying other than Permitted Liens (as defined in the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein Credit Agreement) allowed under Section 6.2(a)(ii) of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted EncumbrancesCredit Agreement.

Title and Permitted Encumbrances. Mortgagor Grantor has, and Mortgagor ----------------------------------- Grantor covenants to maintain, good and defensible title to the Property, Property free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent Lender and (vi) minor defects and irregularities in title to any Property, so long as such defects and irregularities neither (A) are liens or security interests which secure other indebtedness or obligations nor (B) materially impair the value of such Property or the use thereof for the purposes for which such Property is held (the matters described in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vvi) being herein called the "Permitted Encumbrances"); Mortgagor Grantor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoingWith respect to each Mortgaged Property, the ownership by Mortgagor of the Grantor in such Mortgaged Properties Property does and will, (i) with respect to each well or unit identified on Schedule Itract of land described in Exhibit A hereto in connection with such Mortgaged Property, attached hereto and made a part hereof, (A) entitle Mortgagor Grantor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons Production produced from, or allocated to, such well or unit tract equal to not less than the decimal or percentage share set forth, for forth in Exhibit A in connection with such well or unit, in tract opposite the column headed words "Net Revenue Interest" (or words of similar import), (B) on Schedule I, and cause Mortgagor Grantor to be obligated to bear a decimal or percentage share of the cost of exploration, development and operation of such well or unit equal to tract of land not more greater than the decimal or percentage share set forth, for forth in Exhibit A in connection with such well or unit, in tract opposite the column headed words "Working Interest" (or words of similar import) on Schedule I. The above-described and (ii) if such Mortgaged Property is shown in Exhibit A to be subject to a unit or units, with respect to each such unit, (A) entitle Grantor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of Production produced from, or allocated to, such unit equal to not less than the decimal or percentage share set forth in Exhibit A in connection with such Mortgaged Property opposite the words "Unit Net Revenue Interest" or words of similar import (and if such Mortgaged Property is subject to more than one unit, words identifying such interest with such unit), and (B) obligate Grantor to bear a decimal or percentage share of the cost of exploration, development and operation of such unit not greater than the decimal or percentage share set forth in Exhibit A in connection with such Mortgaged Property opposite the words "Unit Working Interest" or words of similar import (and if such Mortgaged Property is subject to more than one unit, words identifying such interest with such unit); such shares of production Production which Mortgagor Grantor is entitled to receive receive, and shares of expenses which Mortgagor Grantor is obligated to bear bear, are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with such Mortgaged Properties, respectively, in connection with operations hereafter proposed), ) except, and only to the extent that, such changes are reflected in Schedule I. Exhibit A. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent Lender as secured party. Upon request by AgentThe execution, Mortgagor will deliver to Agent schedules delivery and performance of all internal this Mortgage and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor creation of the liens hereunder do not violate any provision or the operator of constitute a default under any operating agreement or other instrument which affects any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable Property or to the Mortgaged Properties). The listing of Permitted Encumbrances above which Grantor is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrancesa party.

Title and Permitted Encumbrances. To the best of its knowledge, Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for Permitted Encumbrances (i) the contracts, agreements, burdens, encumbrances and other matters set forth as defined in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (iDIP Credit Agreement), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor . Mxxxxxxxx will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoingWith respect to each Mortgaged Property, the ownership by of Mortgagor of the in such Mortgaged Properties Property does and will, (i) with respect to each well tract of land described in Exhibit A hereto (whether described directly in such Exhibit A or unit identified on Schedule Idescribed by reference to another instrument) in connection with such Mortgaged Property, attached hereto and made a part hereof, (A) entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit tract equal to not less than the decimal or percentage share set forth, for forth in Exhibit A in connection with such well or unit, in tract under the column headed words "Net Revenue Interest" (or words of similar import), (B) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of exploration, development and operation of such well or unit equal to tract of land not more greater than the decimal or percentage share set forth, for forth in Exhibit A in connection with such well or unit, in tract under the column headed words "Working Interest" (or words of similar import). With respect to each Property described in Exhibit A hereto which is subject to a voluntary or involuntary pooling, unitization or communitization agreement and/or order, the term "tract of land" as used in this Section 2.1(a) on Schedule I. shall mean the pooled, unitized or communitized area as an entirety and shall not be deemed to refer to any individual tract committed to said pooled, unitized or communitized area. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected expressly set out in Schedule I. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.Exhibit A.

Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet duedue subject to applicable permitted payment periods, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Schedule I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.

Title and Permitted Encumbrances. Mortgagor Grantor has, and Mortgagor ----------------------------------- Grantor covenants to maintain, good and defensible title to the Property, Property free and clear of all liens, security interests, and encumbrances except for Permitted Encumbrances (i) the contracts, agreements, burdens, encumbrances and other matters set forth as defined in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"Loan Agreement); Mortgagor Grantor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoingWith respect to each Mortgaged Property, the ownership by Mortgagor of the Grantor in such Mortgaged Properties Property does and will, (i) with respect to each well or unit identified on Schedule Itract of land described in Exhibit A hereto in connection with such Mortgaged Property, attached hereto and made a part hereof, (A) entitle Mortgagor Grantor to receive (subject to the terms and provisions of this Mortgage) a decimal decimal, percentage or percentage fractional share of the oil, gas and other hydrocarbons Production produced from, or allocated to, such well tract equal to not less than the decimal, percentage or fractional share set forth in Exhibit A in connection with such tract opposite the words “Nautilus Net Revenue Interest” (or words of similar import), (B) cause Grantor to be obligated to bear a decimal, percentage or fractional share of the cost of exploration, development and operation of such tract of land not greater than the decimal, percentage or fractional share set forth in Exhibit A in connection with such tract opposite the words “Working Interest” (or words of similar import) and (ii) if such Mortgaged Property is shown in Exhibit A to be subject to a pooled unit or units, with respect to each such unit, (A) entitle Grantor to receive (subject to the terms and provisions of this Mortgage) a decimal, percentage or fractional share of Production produced from, or allocated to, such unit equal to not less than the decimal decimal, percentage or percentage fractional share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described forth in Exhibit A in connection with operations hereafter proposedsuch Mortgaged Property opposite the words “Unit Net Revenue Interest” or words of similar import (and if such Mortgaged Property is subject to more than one unit, words identifying such interest with such unit), except, and only (B) obligate Grantor to the extent that, such changes are reflected in Schedule I. There is not and will not be any unexpired financing statement covering any part bear a decimal share of the cost of exploration, development and operation of such unit not greater than the decimal share set forth in Exhibit A in connection with such Mortgaged Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules opposite the words “Unit Working Interest” or words of all internal similar import (and third party information identifying the if such Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.Property is

Title and Permitted Encumbrances. Except for any title defects created by, through or under Mortgagee, Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of known to Mortgagee and affecting the Mortgaged Properties on Exhibit A heretoProperties, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii), (iv), ) and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming by through or under Mortgagor, but not otherwise. With respect to claim the same or any part thereof. Without limitation of the foregoingeach Mortgaged Property, the ownership by of Mortgagor of the in such Mortgaged Properties Property does and will, with respect to each well or unit identified on Schedule I, attached hereto and made a part hereof, will (A) entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit tract equal to not less than the decimal or percentage share set forthconveyed from Mortgagee to Mortgagor, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar importB) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of exploration, development and operation of such well or unit equal to tract of land not more greater than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled conveyed from Mortgagee to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. Mortgagee There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent Mortgagee as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.

Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the Property, free and clear of all liens, security interests, and encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet more than 90 days past due, and (v) other liens and security interests (if any) in favor of Agent Mortgagee (the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the The ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit or upside location identified on Schedule I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit (or, in the case of each upside location, the zone identified in the column headed "Primary Zone" on Schedule I underlying the lands described in the columns headed "Location" on Schedule I) equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue InterestNRI%" (or words of similar import) on Schedule I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit (or in the case of an upside location, such lands or depths) equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working InterestWI%" (or words of similar import) on Schedule I. The above-described shares of production which Mortgagor is entitled to receive receive, and shares of expenses which Mortgagor is obligated to bear bear, are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule I. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent Mortgagee as secured party. Upon request by AgentMortgagee, Mortgagor will deliver to Agent Mortgagee schedules of all internal and third party information identifying the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted Encumbrances.

Title and Permitted Encumbrances. Mortgagor has, and Mortgagor ----------------------------------- covenants to maintain, good and defensible title to the fee interests in real property and the oil and gas leasehold interests comprising the Property, in each case free and clear of all liens, security interests, and encumbrances except for Permitted Liens (i) the contracts, agreements, burdens, encumbrances and other matters set forth as defined in the descriptions of certain of the Mortgaged Properties on Exhibit A hereto, (ii) the liens and security interests evidenced by this Mortgage, (iii) statutory liens for taxes which are not yet delinquent, (iv) liens under operating agreements, pooling orders and unitization agreements, and mechanics' and materialmen's liens, with respect to obligations which are not yet due, and (v) other liens and security interests (if any) in favor of Agent (the matters described in the foregoing clauses (iCredit Agreement), (ii), (iii), (iv), and (v) being herein called the "Permitted Encumbrances"); Mortgagor will warrant and defend title to the Property, subject as aforesaid, against the claims and demands (including claims which would be a Permitted Encumbrance under item (vi) above) of all persons claiming or to claim the same or any part thereof. Without limitation of the foregoing, the The ownership by Mortgagor of the Mortgaged Properties does and will, with respect to each well or unit identified on Schedule SCHEDULE I, attached hereto and made a part hereof, entitle Mortgagor to receive (subject to the terms and provisions of this Mortgage) a decimal or percentage share of the oil, gas and other hydrocarbons produced from, or allocated to, such well or unit equal to not less than the decimal or percentage share set forth, for such well or unit, in the column headed "Net Revenue Interest" (or words of similar importcomparable reference) on Schedule SCHEDULE I, and cause Mortgagor to be obligated to bear a decimal or percentage share of the cost of operation of such well or unit equal to not more than the decimal or percentage share set forth, for such well or unit, in the column headed "Working Interest" (or words of similar importcomparable reference) on Schedule I. SCHEDULE I without a corresponding and proportional increase in Mortgagor's "Net Revenue Interest" attributable thereto. The above-described shares of production which Mortgagor is entitled to receive and shares of expenses which Mortgagor is obligated to bear are not and will not be subject to change (other than changes which arise pursuant to non-consent provisions of operating agreements described in Exhibit EXHIBIT A in connection with operations hereafter proposed), except, and only to the extent that, such changes are reflected in Schedule SCHEDULE I. There is not and will not be any unexpired financing statement covering any part of the Property on file in any public office naming any party other than Agent as secured party. Upon request by Agent, Mortgagor will deliver to Agent schedules of all internal party and third party information identifying other than Permitted Liens (as defined in the Mortgaged Properties (such as, for example, lease names and numbers assigned by Mortgagor or the operator of any Mortgaged Property, well and/or unit and/or property names and numbers assigned by purchasers of Production, and internal identification names and numbers used by Mortgagor in accounting for revenues, costs, and joint interest transactions attributable to the Mortgaged Properties). The listing of Permitted Encumbrances above is made for the purpose of limiting certain warranties and covenants made by Mortgagor herein; such listing is not intended to affect the description herein Credit Agreement) allowed under Section 6.2(a)(ii) of the Mortgaged Properties nor to subordinate the liens and security interests hereunder to any Permitted EncumbrancesCredit Agreement.