GT GreenbergTraurig

Via UPS

March 20, 2017

E i i W MAR 2 1 2017

ADJUDICATION SECTION 044552.021600

Bureau of Ocean Energy Management, Regulation and Enforcement

GuifofMexico Adjudication Office 1201 Elmwood Park Boulevard NewOrleans, Louisiana 70123-2394

800-200-4853

Re: Goldman Sachs Bank USA. as Administrative Agent/CSL Exploration, LP: BOEMRE Filings

To Whom It May Concern:

Enclosed for filing in the Required Records are copies ofthe items listed as follows:

NAME OF DOCUMENT: Act of Mortgage, Assignment of Pioduction and As-Extracted Collateral, Security Agreement and Financing Statement

LEASE AFFECTED: OCS-G 33604

PARTIES INVOLVED: Mortgagor and Debtor: CSL Exploration, LP Mortgagee and Mortgagee Secured Party: Goldman Sachs Bank USA, as Administrative

Agent

CATEGORY OF FILING: Category 1 (Mortgage. Deed of Trust, Security Agreement)

PAY.GOV RECEIPT (ATTACHED): $29.00

CONTACT INFORMATION: LindaAnn Wyman Paralegal, Energy Resources Section Greenberg Traurig, LLP 1000 Louisiana Street. Suite 1700 Houston, Texas 77002 713-374-3524 / wymanl@gtlaw.coin

Please return one file stamped copy of this document to my attention. Thank you for your assistance.

Very truly yours.

LindaAnn Wyman Paralegal. Energy Resources Section

:LAW Enclosures cc (w/o enc): Anna Gryska////7»/

Brent Poe [firm] GREENBERG TRAURIG. LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM

1000 Louisiana Street • Suite 1700 • Houston. TX 77002 • Tel 713.374.3S00 • Fax 713.374.3S05

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ADJUDICATION SECTION

OCS-G 33604

ACT OF MORTGAGE, ASSIGNMENT OF PRODUCTION AND AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT

From CSL EXPLORATION, LP I

(formerly known as CATOG South Louisiana, LP, Which was formerly known as Cathexis Oil & Gas, LLC)

(Federal Income Tax Identification No. 27-3174414) (Organizational No. 801298609)

(Mortgagor and Debtor) to

GOLDMAN SACHS BANK USA, as Administrative Agent, for the ratable benefit of the Secured Parties

(Federal Income Tax Identification No. 133571598) (Mortgagee and Mortgagee Secured Party)

A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. FOR PURPOSES OF FILING THIS INSTRUMENT AS A FINANCING STATEMENT, THE ADDRESS OF THE MORTGAGOR AND DEBTOR IS 1000 LOUISIANA STREET, SUITE 7000, HOUSTON, TEXAS 77002, AND THE ADDRESS OF THE MORTGAGEE AND MORTGAGEE SECURED PARTY IS 222 S. MAIN STREET, SALT LAKE CITY, UTAH 84101.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.

THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES.

THIS INSTRUMENT COVERS PROCEEDS OF COLLATERAL.

THIS INSTRUMENT COVERS PRODUCTS OF COLLATERAL.

THIS INSTRUMENT COVERS FIXTURES.

THIS INSTRUMENT COVERS MINERALS, AS-EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS). THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE (OR COMPARABLE) RECORDS OF THE PARISH RECORDERS OF THE PARISHES LISTED ON EXHIBIT A HERETO. THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH INTEREST IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.

THIS INSTRUMENT WAS PREPARED BY AND WHEN RECORDED OR FILED SHOULD BE RETURNED TO:

Francis R. Bradley, III Greenberg Traurig, LLP

1000 Louisiana Street, Suite 1700 Houston, Texas 77002

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ACT OF MORTGAGE, * ASSIGNMENT OF PRODUCTION * AND AS-EXTRACTED COLLATERAL, * SECURITY AGREEMENT * AND FINANCING STATEMENT *

*

BY * *

CSL EXPLORATION, LP * *

IN FAVOR OF * *

GOLDMAN SACHS BANK USA, * As Administrative Agent *

* *

* * * * * * * * * * * * * * * * * * * * * * * *

STATE OF TEXAS COUNTY OF HARRIS

BE IT KNOWN, that on this Sth day of March, 2017, but effective as of the Effective Date set forth in Section 9.11 below, before me, the undersigned Notary Public duly commissioned and qualified in and for the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared:

CSL Exploration, LP (formerly known as CATOG South Louisiana, LP, which was formerly known as Cathexis Oil & Gas, LLC), a Texas limited partnership (Federal Tax I.D. No. 27-3174414 and Organizational No. 801298609), with its principal office in the city of Houston, State of Texas, and the mailing address for which is 1000 Louisiana Street, Suite 7000, Houston, Texas 77002, represented by William Bruce Harrison, its duly authorized representative by the resolutions of said limited partnership, a copy of which resolutions are attached hereto as Exhibit B (hereinafter referred to as "Mortgagor");

who, being duly swom, declared and said:

RECITALS

A. Cathexis Holdings, LP, a Texas limited partnership ("Holdings"') and Goldman Sachs Bank USA ("Goldman"), as lender, entered into that certain Amended and Restated Loan Agreement, dated as of December 31, 2014, as amended by that certain First Amendment to Amended and Restated Loan Agreement dated as of May 8, 2015, as further amended by that certain Letter Agreement (Second Amendment) to Amended and Restated Loan Agreement dated as of November 2, 2015, as further amended by that certain Consent and Third

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Amendment to Amended and Restated Loan Agreement dated as of May 5, 2016, and as further amended by that certain Consent and Fourth Amendment to Amended and Restated Loan Agreement dated as of August 26, 2016, (collectively, the "Original Holdings Loan Agreement"'), pursuant to which Goldman, agreed to make certain advances to or for the account of Holdings.

B. Mortgagor and Cathexis Non OP WI, LP, a Texas limited partnership ("Cathexis Non Op"), as borrowers, and Goldman, as the administrative agent and as a lender, and the lenders party thereto from time to time, entered into that certain Loan Agreement dated as of July 26, 2013, as amended by that certain First Amendment to Loan Agreement dated as of December 31, 2014, as further amended by that certain Second Amendment to Loan Agreement dated as of February 10, 2015, as further amended by that certain Third Amendment to Loan Agreement dated as of July 1, 2015, as further amended by that certain Fourth Amendment to Loan Agreement dated as of May 5, 2016, and as further amended by that certain Fifth Amendment to Loan Agreement dated as of August 4, 2016 (the "Original Cathexis Oil Loan Agreement" and, together with the Original Holdings Loan Agreement, the "Original Loan Agreements") pursuant to which the lenders thereunder agreed to make certain advances to or for the account of Cathexis Non Op and Mortgagor.

C. The Administrative Agent, the Lenders party thereto from time to time, and the Borrowers (as defined below) now desire to amend and restate the Original Loan Agreements in order to restructure, rearrange, renew, extend and refinance all indebtedness evidenced by and outstanding under the Original Loan Agreements as of the Effective Date (the "Original Obligations") into obligations and commitments thereunder, and to otherwise amend, modify and consolidate the Original Holdings Loan Agreement and the Original Cathexis Oil Loan Agreement, pursuant to that certain Second Amended and Restated Loan Agreement, dated as of even date herewith, by and among Holdings, Mortgagor, and Cathexis Non Op, as borrowers (the "Borrowers"), the Administrative Agent, and the Lenders party thereto from time to time (as may be thereafter amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement").

D. In connection with the Loan Agreement Mortgagor is or will be indebted unto Goldman Sachs Bank USA (Federal Tax I.D. No. 133571598), the mailing address for which is 222 S. Main Street, Salt Lake City, Utah 84101, as administrative agent (the "Administrative Agent"), for its own account and for the account of every other present and future mortgagee or holder of all or any part of the Secured Indebtedness (as defined below) (in such capacity, the "Mortgagee") for loans made or to be made pursuant to the terms of the Loan Agreement.

E. In order to secure the full and punctual payment and performance of the Secured Indebtedness (as defined below), the Mortgagor has agreed to execute and deliver this Act of Mortgage, Assignment of Production and As-Extracted Collateral, Security Agreement and Financing Statement (as amended, restated, supplemented or otherwise modified from time to time, the "Mortgage") and to grant a mortgage lien and continuing security interest in and to the Mortgaged Properties (as defined below) and the Collateral (as defined below).

ARTICLE I Mortgage Liens and Security Interests

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1.1 (a) In order to secure the full and punctual payment and performance of all present and future Secured Indebtedness, the Mortgagor does by these presents specially MORTGAGE, AFFECT, HYPOTHECATE, PLEDGE AND ASSIGN unto and in favor of Mortgagee, for the ratable benefit of Secured Parties, to inure to the use and benefit of Mortgagee, and does hereby grant unto and in favor of Mortgagee, for the ratable benefit of Secured Parties, a continuing security interest in and to, the following described property, to-wit:

(a) All of Mortgagor's rights, titles, interests and estates whether now owned or hereafter acquired in and to the Hydrocarbons (defined in paragraph (c) below) and/or Leases which are described on Exhibit A attached hereto (all references herein to such Exhibit A shall include the introductory and explanatory comments thereto contained in the preamble to Exhibit A), irrespective of whether such rights, titles, interests and estates are accurately described on Exhibit A and including, without limitation, overriding royalty interests, production payments, net profits interests or other interests irrespective of whether such interests are cost bearing and of whatsoever nature or kind and however characterized, together with any and all mineral interests, mineral rights, royalty interests, fee interests or other interests derived from a landowner or landowners of the lands described on the attached Exhibit A (including to the extent any wells are described on Exhibit A. the leasehold or unit underlying such wells) or in the documents described on Exhibit A. all of which such rights, titles, interests and estates of Mortgagor and howsoever characterized being hereinafter collectively called the "Leases";

(b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to (/) the properties now or hereafter pooled or unitized with any of the Leases; (/'/') all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other govemmental body or agency having jurisdiction and so called "working interest units" created under operating agreements or otherwise) which may affect all or any portion of the Leases including, without limitation, those units which may be described on Exhibit A; (///') all operating agreements, contracts, farm out agreements, farm in agreements, area of mutual interest agreements, equipment leases and other agreements which relate to any of the Leases or interests in the Leases described or referred to herein on Exhibit A or to the production, sale, purchase, exchange, processing, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Leases or interests; (/v)the Leases described on Exhibit A even though Mortgagor's interest therein be incorrectly described or a description of a part or all of such Leases or Mortgagor's interest therein be omitted; and (v) any and all improvements and other constructions now or hereafter located on the Leases or lands described in Exhibit A or in the documents described on Exhibit A to the extent that such property should constitute or be deemed to constitute immovable property for purposes of Louisiana law, including without limitation any buildings, platforms, structures, towers, rigs or other immovable property or component part thereof or any such property is otherwise susceptible of mortgage pursuant to Louisiana Civil Code Article 3286 or Louisiana Mineral Code Article 203; it being intended by Mortgagor herein to cover and affect hereby all interests which Mortgagor may now own or may hereafter acquire in and to the Leases and lands described on Exhibit A or in the

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documents described on Exhibit A notwithstanding that the interests as specified on Exhibit A be limited to particular lands, specified depths or particular types of property interests;

(c) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called the "Hydrocarbons") in and under which may be produced and saved from or attributable to the Leases, the lands covered thereby and Mortgagor's interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Leases, the lands covered thereby, and Mortgagor's interests therein which are subjected or required to be subjected to the Liens and security interests of this Mortgage; and further including any and all Liens and security interests in the Hydrocarbons and the proceeds therefrom securing payment of proceeds from the sale of Hydrocarbons;

(d) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Leases, properties, rights, titles, interests and estates described or referred to in subparagraphs (a) and (b) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, the surface leases, subsurface leases, pipeline rights-of-way, servitudes and easements described on Exhibit A hereto, i f any, and any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Leases or properties (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, wellhead valves, field gathering systems, pipelines, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, power, telephone and telegraph lines, surface leases, rights-of-way, easements, servitudes, licenses and other surface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties;

(e) Any property that may from time to time hereafter, by writing of any kind, be subjected to the Lien and security interest hereof by Mortgagor or by anyone on Mortgagor's behalf; and the Mortgagee is hereby authorized to receive the same at any time as additional security hereunder;

(f) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Leases, as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or encumbrances to which any Leases, properties, rights, titles, interests or estates are subject, or otherwise; together with any and all renewals and extensions of any of the Leases, properties, rights, titles, interests or estates; all contracts and agreements

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supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to the Leases, properties, rights, titles, interests or estates;

(g) All accounts, goods that are or are to become fixtures, equipment, as-extracted collateral, inventory and contract rights and other general intangibles as such terms are defined in the Uniform Commercial Code-Secured Transactions from time to time in effect in the State of Louisiana, La. R.S. 10:9-101, et seg. (including, without limitation, to the extent assignable, all seismic data, geological data, geophysical data and interpretations of any of the foregoing to the extent a security interest therein may be assigned) constituting a part of, relating to, or arising out of the property and collateral described or mentioned in paragraphs (a) through (f) above, and all proceeds and products of the property and collateral .described or mentioned in this and said preceding paragraphs; and

(h) All of Mortgagor's rights, now owned or hereafter acquired, in and to all lease records, well records and production records which relate to any of the foregoing property;

provided, however, the foregoing is made subject to the overriding royalties, unit declarations, operating agreements, contracts, encumbrances, agreements, exceptions, limitations and other matters, i f any, described or referred to in Exhibit A and which are taken into consideration in computing any percentage, decimal or fractional interests set forth in Exhibit A), and the condition that Mortgagee shall not be liable in any respect for the performance of any covenant or obligation of the Mortgagor in respect of the Mortgaged Properties (all of the properties, interests and rights described in paragraphs (a) through (h) above, being hereinafter sometimes referred to as the "Mortgaged Properties").

Any fractions or percentages specified on Exhibit A referring to Mortgagor's interest (whether working interest, net revenue interest or otherwise) are contained thereon solely for the purpose of the warranties made by Mortgagor under Article III hereof and shall not limit the quantum of interest granted hereunder with respect to any unit or well. I f any Lease or unit described on Exhibit A respecting any well mentioned herein is incorrectly described, nevertheless this Mortgage shall cover all Mortgagor's interest in the Leases allocable to and the unit for such well. I f any of the lands covered by the Lease or other instrument mentioned on Exhibit A are incorrectly described, then nevertheless this Mortgage shall cover all Mortgagor's interest in such Lease or other instrument as to all of the lands covered thereby, unless limited by express words to the contrary on Exhibit A.

The Mortgaged Properties are to remain so specially mortgaged, assigned, affected and hypothecated unto and in favor of Mortgagee until the full and final payment or discharge of the Secured Indebtedness, and the Mortgagor is herein and hereby bound and obligated not to sell or alienate the Mortgaged Properties to the prejudice of this act.

In the event that the Mortgagor acquires additional undivided interests in some or all of the Mortgaged Properties, this Mortgage shall automatically encumber such additions or increases to the Mortgagor's interest in the Mortgaged Properties without need of further act or

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document. Further, in the event the Mortgagor becomes the owner of an interest in any part of the lands described either in Exhibit A or the documents described on Exhibit A or otherwise subject to or covered by the Mortgaged Properties, this Mortgage shall automatically encumber such ownership interest of the Mortgagor without need of further act or document.

1.2 In order to secure the full and punctual payment and performance of all present and future Secured Indebtedness, the Mortgagor hereby assigns to Mortgagee, for the ratable benefit of the Secured Parties, any and all awards that may be given or made in any proceedings by any legally constituted authority to condemn or expropriate the Mortgaged Properties, or any part thereof, under power of eminent domain, and i f there is such a condemnation or expropriation, Mortgagee may, at its election, either pay the net proceeds thereof toward the payment of the Secured Indebtedness or pay the net proceeds thereof to the Mortgagor.

1.3 (a) The maximum amount of the Secured Indebtedness that may be outstanding at any time and from time to time that this Mortgage secures, including without limitation as a mortgage and as an assignment of production, is Seven Hundred Million Dollars ($700,000,000).

(b) The Mortgagor acknowledges that this Mortgage secures, without limitation, all Secured Indebtedness consisting of loans or advances under or pursuant to the Loan Agreement, obligations in respect of the Secured Hedging Agreements, this Mortgage and the other Loan Documents, whether such loans or advances made or incurred by Mortgagee are optional or obligatory by Mortgagee. This Mortgage is and shall remain effective, even though the amount of the Secured Indebtedness may now be zero or may later be reduced to zero, until all of the amounts, liabilities and obligations, present and future, comprising the Secured Indebtedness have been incurred and are extinguished and all Secured Hedging Agreements have been terminated. When no Secured Indebtedness secured by this Mortgage exists and Mortgagee is not bound to permit any Secured Indebtedness to be incurred and all Secured Hedging Agreements have been terminated, this Mortgage may be terminated by the Mortgagor upon ten (10) days prior written notice sent by the Mortgagor to Mortgagee in accordance with the provisions of this Mortgage.

ARTICLE II Secured Indebtedness

2.1 This Mortgage is made to secure and enforce the payment of the following obligations, indebtedness and liabilities:

(a) the Obligations as defined in the Loan Agreement, including (i) obligations initially in the aggregate principal amount of up to THREE HUNDRED MILLION and No/100 Dollars ($300,000,000), which may be increased at the request of the Borrowers to THREE HUNDRED FIFTY MILLION and No/100 Dollars ($350,000,000) (y) any additional promissory notes executed in connection therewith resulting from a Commitment Increase, executed by the Borrowers and payable to the order of Lenders on or before the Maturity Date, and all other notes given in substitution for the foregoing promissory note, or in modification, renewal, extension or increase thereof, in whole or in part (such promissory note, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification,

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renewal, replacement or extension thereof, in whole or in part, being hereafter collectively called the "Note", and (ii) pursuant to any agreement with respect to any Hedging Agreements entered into between a Borrower and a Lender Counterparty (a "Secured Hedging Agreement"), including any amounts payable in respect of an early termination under any such agreements described in this Section 2.1(a);

(b) any sums which may be advanced or paid by Lenders under the terms hereof or of the Loan Agreement or other Loan Documents on account of the failure of the Mortgagor to comply with the covenants of the Mortgagor contained herein, or the failure of a Borrower to comply with the covenants of such Borrower or any other obligor contained in the Loan Agreement; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise;

(c) all interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the

, commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in respect of all of the obligations described in this Section 2.1(c) and all costs of collection and attorneys' fees, all as provided herein and therein;

(d) any additional loans or advances made by Lenders to or for the benefit of any Borrower pursuant to the Loan Agreement or any other Loan Document (it being contemplated that Lenders may lend additional sums to the Borrowers pursuant to the Loan Agreement from time to time, but shall not be obligated to do so, and Mortgagor agrees that the payment of any such additional loans shall be secured by this Mortgage);

(e) punctual performance when due of all obligations of the Mortgagor under any Loan Document or any Secured Hedging Agreement; and

(f) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Secured Indebtedness described in clauses (a) through (e).

2.2 The indebtedness referred to in clauses (a) through (g) of Section 2.1 and all renewals, extensions and rearrangements thereof are hereinafter sometimes referred to as the "Secured Indebtedness."

2.3 This Mortgage is executed and granted for the benefit and security ofthe Secured Parties and any Person secured hereby and any and all future holders of an interest in the Secured Indebtedness for so long as the same remains unpaid and thereafter for so long as the Lenders, or any Person secured hereby (or any Affiliate) has any obligations under the Loan Agreement or has any obligations under any Secured Hedging Agreement (including those described in Section 2.1) or until the Liens hereby created are released by the Mortgagee or such Person; it being understood and agreed that possession of any Note at any time by the Mortgagor shall not in any

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manner extinguish the Secured Indebtedness, any Note or this Mortgage securing payment thereof, and the Borrowers shall have the right to issue and reissue the Note from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the Secured Indebtedness, the obligations under any Note, or the security of this Mortgage.

2.4 Each capitalized term used in this Mortgage and not defined in this Mortgage shall have the meaning assigned such term in the Loan Agreement, and i f not therein defined, such capitalized term shall have the meaning assigned such term in the Uniform Commercial Code. Uncapitalized terms used herein that are defined in the Uniform Commercial Code shall have the same meaning in this Mortgage. As used herein, "Uniform Commercial Code" means the Uniform Commercial Code presently in effect in the State of Louisiana, as the same may be amended from time to time, and any successor statute thereto, except to the extent that the Uniform Commercial Code of some other jurisdiction applies mandatorily.

ARTICLE III Representations, Warranties and Covenants

Mortgagor represents, warrants and covenants to and with Mortgagee

3.1 That:

(a) All of the Mortgaged Properties are owned of record by Mortgagor free and clear of any Lien other than the Liens permitted by Section 5.28(ei) of the Loan Agreement or as set forth on Schedule 4.19(a) to the Loan Agreement. Mortgagor has the exclusive right to sell and grant Liens over the Mortgaged Properties. To Mortgagor's knowledge, there are no unrecorded documents or agreements that could limit or impair (i) Mortgagor's ability to grant the Liens contemplated by the Security Documents or (ii) the Administrative Agent or any Lender's ability to enforce those Liens pursuant to the Security Documents. Subject to the Liens permitted by Section 5.28(a) of the Loan Agreement or as set forth on Schedule 4.19(a) to the Loan Agreement, Mortgagor has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Mortgagor's interest in the Mortgaged Properties (including each Lease).

(b) All Leases and material agreements comprising the Mortgaged Properties and referenced in the title opinions and/or reports or other title materials delivered to Lenders are valid, existing and in full force and effect, and no material default (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists under any Lease.

(c) Except for the Mortgaged Properties identified on Exhibit A, (i) Mortgagor owns no other direct or indirect interest of any kind in Hydrocarbons attributable to the Mortgaged Properties, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Mortgagor has no right to acquire any interest of the type described in the preceding clause (i).

(d) After giving effect to the Liens permitted by Section 5.28(a) of the Loan Agreement, Mortgagor's Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Mortgaged Properties.

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(e) All rents, royalties and other payments due and payable by Mortgagor under each of the Mortgaged Properties have been properly and timely paid and all ad valorem, property, oil and gas production, excise and severance Taxes payable by Mortgagor have been duly paid, other than any failure to pay which could not reasonably be expected to result in a Material Adverse Effect.

3.2 To Mortgagor's knowledge and except where its occurrence could not reasonably be expected to have a Material Adverse Effect, (a) none of the producing wells located on the Mortgaged Properties or properties unitized therewith deviates from the vertical more than the maximum permitted by applicable Laws and (b) such wells producing from lands described in said Exhibit A or lands unitized therewith are bottomed under and are producing from, and the well bores are situated wholly within, the Mortgaged Properties or unitized properties as applicable; and Mortgagor does hereby bind itself, its heirs, legal representatives, successors and assigns to forever warrant and defend the title to the Mortgaged Properties (as such title is represented and warranted by Mortgagor in Section 3.1) unto the Mortgagee, its successors and assigns, against the claims of all persons whomsoever claiming or to claim the same or any part thereof. Any additional rights, title, or interest which Mortgagor may hereafter acquire or become entitled to in the properties aforesaid or in the oil, gas or other minerals in and under or produced therefrom shall inure to the benefit of this trust, the same as if expressly described and conveyed herein.

3.3 So long as the Secured Indebtedness or any part thereof remains unpaid, Mortgagor covenants and agrees with Mortgagee as follows:

(a) That Mortgagor will make prompt payment of any Note and of all installments of principal and interest thereon as the same become due, and also of all other Secured Indebtedness.

(b) That Mortgagor will continuously maintain Mortgagor's existence as a limited partnership with full power to own and operate the Mortgaged Properties and, i f required by Law, Mortgagor's right to do business in each state where any part of the Mortgaged Properties is situated, and that Mortgagor will promptly pay, i f applicable, all income, franchise and other taxes owing by Mortgagor and any stamp, documentary or recording taxes which may be required to be paid with respect to this Mortgage or any other instrument evidencing or securing any of the Secured Indebtedness, except for taxes being protested in good faith by Mortgagor through appropriate proceedings timely filed and diligently prosecuted and against which Mortgagor maintains adequate reserves in accordance with GAAP.

(c) That Mortgagor will cause its interests in the oil, gas, Hydrocarbons and/or other mineral leases included in or relating to the Mortgaged Properties (herein called "Subiect Leases") to be kept, preserved, protected and maintained in good repair, working order and condition, and make necessary and proper repairs, renewals and replacements so that its business, carried on in connection therewith may be properly conducted at all times in accordance with standard industry practices unless the (i) Mortgagor determines in good faith that the continued maintenance of any of its Mortgaged Properties is no longer economically desirable or (ii) the failure to so keep,

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preserve, protect and maintain such Mortgaged Properties or the failure to make such repairs, renewals or replacements could not reasonably be expected to result in a Material Adverse Effect. In particular, Mortgagor will operate or cause to be operated its Oil and Gas Properties as a reasonable and Prudent Operator.

(d) That Mortgagor will cause (or, with respect to properties not operated by Mortgagor, will cause the operator to cause) all debts and liabilities of any character incurred in the operation, maintenance or development of the Mortgaged Properties (including, without limitation, all costs of the administration and development of each Subject Lease, and all leasehold costs attributable thereto, including, but not by way of limitation, all costs of completing, processing, storing, transporting and marketing Hydrocarbons which are allocated as leasehold expenses by customary industry account) to be paid punctually when due, unless the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(e) That Mortgagor will cause (or, with respect to properties not operated by Mortgagor, will cause the operator to cause) the Mortgaged Properties and all related machinery, pipelines, equipment, improvements and personal property of any kind now or hereafter used or obtained in connection with the operation thereof to be kept in safe, good and effective operating condition (ordinary wear and tear excepted) and all necessary repairs, replacements, additions and improvements thereto to be made, except as would not reasonably be expected to have a Material Adverse Effect; provided that Mortgagor may dispose (or may cause the operator to dispose) of any equipment so long as such disposal is in good faith, in an arm's length transaction with a non-Affiliate and obtain an amount of recovery consistent with the conduct of a Prudent Operator and customary industry standards.

(f) That Mortgagor will observe and comply with all of the terms and provisions, express or implied, of the Subject Leases and assignments constituting a part of the Mortgaged Properties, to the extent applicable to Mortgagor, in order to keep the same in full force and effect, in each case, unless the failure to do so would not reasonably be expected to have a Material Adverse Effect. Mortgagor will use reasonable efforts protect the Subject Leases against drainage of Hydrocarbons thereunder by reason of production on other properties consistent with the conduct of a Prudent Operator and customary industry standards.

(g) That Mortgagor will observe and comply with all of the terms and provisions of all easements, licenses, franchises, permits and contracts (both existing and future) which are part of the Mortgaged Properties or which are incident to the operation of any of the Mortgaged Properties, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing. Mortgagor agrees to fully comply with all covenants and make timely payments of all amounts payable under Hydrocarbons purchase and processing contracts held by Mortgagor and also to fully perform all obligations and covenants of the seller under all Hydrocarbons sales and processing contracts held by Mortgagor, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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(h) That i f the validity or priority of this Mortgage or of any right, titles, Liens or interests created or evidenced hereby with respect to the Mortgaged Properties or any part thereof shall be endangered or questioned or shall be attacked directly or indirectly or i f any legal proceedings are instituted against Mortgagor with respect thereto. Mortgagor will give written notice thereof to Mortgagee promptly and, at Mortgagor's own cost and expense, Mortgagor will diligently endeavor to cure any defect that may be developed or claimed, and will take all reasonably necessary and proper steps for the defense of such legal proceedings, including, but not limited to, the employment of counsel acceptable to Mortgagee, the prosecution or defense of litigation and the release or discharge of all adverse claims. I f Mortgagor fails or refuses to take such action, the Mortgagee (whether or not named as a party to legal proceedings with respect thereto), is hereby authorized and empowered to take such additional steps as in its reasonable judgment may be necessary or proper for the defense of any such legal proceedings, including, but not limited to, the employment of independent counsel, the prosecution or defense of litigation, and the compromise or discharge of any adverse claims made with respect to the Mortgaged Properties, and all expenses so incurred of every kind and character shall be a demand obligation owing by the Borrowers and shall bear Default Interest from the date of expenditure until paid and shall be secured by the Lien evidenced by this Mortgage and the party incurring such expenses shall be subrogated to all rights of the person receiving such payment.

(i) That Mortgagor will not, without the prior written consent of Mortgagee, suffer or permit any Lien other than Liens permitted by Section 5.28 (a) of the Loan Agreement to be hereafter claimed or created on any of the Mortgaged Properties, and should a Lien other than Liens permitted by Section 5.28^ of the Loan Agreement become attached hereafter in any manner to any part of the Mortgaged Properties without the prior written consent of Mortgagee, Mortgagor will cause such Lien to be promptly discharged.

(j) That Mortgagor will pay and discharge promptly when due all taxes and assessments of every kind and character charged, levied or assessed against the Mortgaged Properties, or any part thereof, and all franchise taxes, production, severance or other similar taxes or charges, before any such taxes and assessments shall become delinquent or in default which, i f unpaid, might give rise to liens or charges upon any of the Mortgaged Property; provided, however, that the Mortgagor shall not be required to pay and discharge any taxes or assessments so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings.

(k) That Mortgagor will, on request of Mortgagee, promptly correct any defect, error or omission which may be discovered in the contents of this Mortgage, the Note, or other documents executed in connection herewith or in the execution or acknowledgment of any thereof, and will execute and deliver any and all additional instruments as may be reasonably requested by Mortgagee to correct such defect, error or omission or to identify any additional properties which are or become subject to this Mortgage and will execute, acknowledge and deliver such further assurances and instruments as shall be, in the opinion of Mortgagee, reasonably necessary or proper to grant to the Mortgagee a Lien on all of the Mortgaged Properties herein conveyed or assigned, or intended so to be.

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(1) That Mortgagor will proceed with reasonable diligence to correct any material defect in title to the Mortgaged Properties which, in the opinion of Mortgagee, constitutes a material defect that is found to exist after the execution and delivery of this instrument; and in this connection, should it be found after the execution and delivery of this instrument that there exists upon the Mortgaged Properties any Lien, other than a Permitted Lien, equal or superior in rank to the Lien created by this instrument, or should any such Lien or encumbrance hereafter arise, Mortgagor will promptly discharge and remove any such Lien from said property.

(m)That Mortgagor will keep such part of the Mortgaged Properties as is of an insurable nature and of a character usually insured by persons operating similar properties insured with companies of recognized responsibility satisfactory to Mortgagee against loss or damage by fire and against other hazards customarily insured against and in such amounts, in each case, as provided in and as otherwise required under the Loan Agreement.

(n) That Mortgagor will promptly pay its share of all undisputed costs and expenses incurred under any joint operating agreement affecting the Mortgaged Properties or any portion thereof and will furnish Mortgagee as and when requested full information as to the status of any joint account maintained with others under any such operating agreement; provided that the failure to pay such costs and expenses could not reasonably be expected to have a Material Adverse Effect.

(o) That Mortgagor will permit Mortgagee with all reasonable access (at Mortgagee's risk and subject to Mortgagor's reasonable safety policies) to go upon, examine, inspect and remain on the Mortgaged Properties, and to go upon the derrick floor of any well at any time drilled or being drilled thereon, provided that such examination or inspection shall be at the risk of Mortgagee and its agents, representatives and employees and shall not unreasonably interfere with the business of Mortgagor or any operator or the operations on the Mortgaged Properties, and will fumish to Mortgagee all pertinent information in regard to the development and operation of the Mortgaged Properties or any part thereof in accordance with the terms of the Loan Agreement.

(p) That Mortgagee at all times shall have the right to release any part of the' property now or hereafter subject to the Lien hereof or any part of the proceeds of production or other income herein or hereafter assigned or pledged or any other security it now has or may hereafter have securing said indebtedness, without releasing any other part of said property, proceeds or income, and without affecting the Lien hereof as to the part or parts thereof not so released, or the right to receive future proceeds and income.

(q) That, promptly upon receipt of any written request from Mortgagee, Mortgagor will fumish and deliver, pursuant to such request, all title materials in the possession of Mortgagor or to which Mortgagor has access, including all title opinions and abstracts of title prepared by competent abstractors and covering title to the real property hereby mortgaged. Should Mortgagor fail to fumish such title opinions and abstracts upon such request, Mortgagee may proceed to obtain such title materials, and

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any and all reasonable out-of-pocket costs so incurred shall be added to and included in the indebtedness secured hereby and shall be payable by Mortgagor upon demand, the obligation for such payment being secured by all Liens and remedies granted in this Mortgage. Any abstracts fumished by Mortgagor or so acquired by Mortgagee shall be and constitute a part of the Mortgaged Properties, as above defined.

(r) That Mortgagor will, i f requested by Mortgagee, fumish Mortgagee any information or data possessed by Mortgagor with respect to the Mortgaged Properties, and in the case of the Subject Leases full information, including independent engineering reports and, to the maximum extent allowed under Mortgagor's seismic licenses, seismic data and interpretation, shall be fumished with regard to the wells 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 shall not be obligated to disclose information subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and Mortgagor, to the extent requested by Mortgagee, will use its commercially reasonable efforts to obtain such consent.

(s) That Mortgagor shall make available to Mortgagee, or its engineers, attomeys or representatives, at any time requested, its complete files and contracts on the properties included in this instrument and the wells, pipelines and other property located thereon, or regarding the operations of (or the production from) the Mortgaged Properties, and in the event Mortgagee should take possession of the Mortgaged Properties under this Mortgage, Mortgagee shall be entitled to possession of all such files and contracts including, to the maximum extent allowed under Mortgagor's seismic licenses, seismic data and interpretation. Should this Mortgage be foreclosed (howsoever such foreclosure may be effected), the purchaser at the foreclosure sale shall be entitled to all such files, except to the.extent such contracts or files prohibit assignment to a third party.

(t) That Mortgagor will continuously maintain in good condition and operate, or cause to be maintained and operated, consistent, in a good and workmanlike marmer, any pipelines and pipeline systems owned by Mortgagor and included in the Mortgaged Properties in accordance with the valid rules and regulations of duly constituted authorities, unless such failure to maintain or operate could not reasonably be expected to result in a Material Adverse Effect.

3.4 Mortgagor will act as a Prudent Operator in exercising all rights and remedies as are reasonably available to Mortgagor. With respect to those Subject Leases which are being operated by operators other than Mortgagor, Mortgagor shall not be obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of Mortgagor; however. Mortgagor will act as a Prudent Operator in taking all reasonable actions available to Mortgagor under any such operating agreement to bring about the performance of any such undertakings required to be performed by such operators.

3.5 Mortgagor agrees that, i f Mortgagor fails to perform any act or to take any action which hereunder Mortgagor is required to perform or take or to pay any money which hereunder

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Mortgagor is required to pay. Mortgagee, in Mortgagor's name or its own name, may (but shall not be obligated to) perform or cause to be performed such act or take such action or pay such money, and any expenses so incurred by Mortgagee and any money so paid by Mortgagee shall be a part of the Obligations under the Loan Agreement owing by the Borrowers and shall bear Default Interest from the date of making such payment until paid and shall be a part of the Secured Indebtedness and shall be secured by the Lien evidenced by this Mortgage and by any other instrument securing the Secured Indebtedness, and Mortgagee, upon making such payment, shall be subrogated to all of the rights of the person, corporation or body politic receiving such payment.

3.6 The name of the Mortgagor as it appears in its articles of organization is as it appears on Page 1 of this Mortgage. As of the date of this Mortgage, the Mortgagor is organized under the laws of the State of Texas, and its Organizational Number is 801298609.

ARTICLE IV Assignment of Production, Accounts,

Contract Rights and Proceeds

4.1 In order to secure the full and punctual payment and performance of all present and future Secured Indebtedness and as cumulative of any and all rights and remedies herein provided for, Mortgagor hereby BARGAINS, SELLS, TRANSFERS, ASSIGNS, SETS OVER and DELIVERS to the Mortgagee, its successors and assigns, for the ratable benefit of the Secured Parties, all of the following which shall be applied by Mortgagee as provided in the Loan Agreement:

(a) All of its as-extracted collateral located in or relating to Mortgaged Properties located either on the Mortgaged Properties or in federal waters adjacent to the parish or parishes in the State of Louisiana where this Mortgage is filed, including, without limitation, all as-extracted collateral related to the Mortgaged Properties, the Hydrocarbons and all products obtained or produced therefrom.

(b) All Hydrocarbons, and the proceeds therefrom, produced and to be produced from the interests of Mortgagor in the Subjeet Leases, properties, processing plants and interests now or hereafter constituting a part of the Mortgaged Properties from and after the Effective Date (as hereinafter defined), and Mortgagor hereby authorizes and empowers said Mortgagee to demand, collect and receive said Hydrocarbons, and the proceeds therefrom, produced and to be produced from the interests of Mortgagor in said Mortgaged Properties, and to execute any release, receipt, division order, transfer order and relinquishment or other instrument that may be required or necessary to collect and receive such production or the proceeds therefrom and Mortgagor hereby authorizes and directs all pipeline companies, gathering companies and others purchasing Hydrocarbon production from said properties or having in their possession any production from said properties or the proceeds therefrom, to pay and deliver to the Mortgagee all such production or proceeds therefrom accruing. Mortgagor agrees that all division orders, transfer orders, receipts and other instruments which the Mortgagee may from time to time execute and deliver for the purpose of collecting or receipting for such production or the proceeds therefrom may be relied upon in all respects, and that the same shall be

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binding upon Mortgagor, and Mortgagor's successors and assigns. Mortgagor agrees to execute and deliver all necessary and appropriate instruments, including transfer and division orders, which may be required by the Mortgagee in connection with the receipt by the Mortgagee of such production or the proceeds therefrom and to indemnify and keep and hold the Mortgagee free and harmless from all parties whomsoever having or claiming an adverse interest in said leases, properties and interests and the production and proceeds therefrom, and in this respect agrees to pay all expenses, costs, charges and reasonable attorneys' fees that may be incurred by the Mortgagee as to any of said matters.

(c) All amounts or proceeds hereafter payable to or to become payable to Mortgagor or to which Mortgagor is entitled under all Hydrocarbon sales contracts, all Hydrocarbon contracts, all transportation contracts, and all Hydrocarbon treating and processing contracts relating to or now or hereafter to become a part of the Mortgaged Properties.

(d) During any period while an Event of Default has occurred and is continuing, all amounts, sums, revenues and income which become payable to Mortgagor from any of the Mortgaged Properties (including after-acquired properties) or under any contract, present or future, relating to any Hydrocarbon pipeline system and processing plant or unit now or hereafter constituting a part of the Mortgaged Properties.

Mortgagor hereby irrevocably authorizes and directs that all such pipeline companies, purchasers, transporters and other parties owing monies to Mortgagor under contracts herein assigned, pay such amounts direct to the Mortgagee as follows:

If by wire transfer:

JPMorgan Chase Bank, N.A. (

ABA #021000021 First Beneficiary Name: Goldman Sachs Bank USA First Beneficiary A/C No.: 716495445 Second Beneficiary Name: CSL Exploration, LP Second Beneficiary A/C No.: 208OC7 Reference: CSL Exploration, LP, Loan No. 208OC7

If by check:

Goldman Sachs Bank USA 222 South Main Street Salt Lake City, Utah 84101 Reference: CSL Exploration, LP

and such authorization shall continue until this Mortgage is released or such Event of Default is no longer continuing. The Mortgagee is authorized to collect, receive and receipt for all such amounts and no party making payment shall have any responsibility to see to the application of any funds paid to the Mortgagee, but shall be fully protected in making such payment to the

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Mortgagee under the assignments herein contained. Should the Mortgagee bring suit against any third party for collection of any amounts or sums included within this assignment (and the Mortgagee shall have the right to bring any such suit) it may sue either in its own name or in the name of Mortgagor.

The office where the records of Mortgagor with respect to the accounts and contract rights conceming the Mortgaged Properties are kept is located at the address shown opposite the signature of Mortgagor to this Mortgage, and Mortgagor agrees that the place at which such records are kept will not be changed without the prior written consent of the Mortgagee.

4.2 Independent of the foregoing provisions and authorities herein granted. Mortgagor agrees to execute and deliver any and all transfer orders, payment orders, division orders and other instmments that may be requested by the Mortgagee or that may be required by any purchaser of the production from any of the Mortgaged Properties for the purpose of effectuating payment to the Mortgagee of the proceeds of Hydrocarbon sales to the Mortgagee in accordance with the terms hereof. Upon the occurrence and during the continuance of an Event of Default, i f under any existing sales agreements, other than division orders or transfer orders, any proceeds of Hydrocarbon sales are required to be paid by the purchaser to Mortgagor so that under such existing agreement payment of such proceeds of Hydrocarbon sales cannot be made to the Mortgagee, Mortgagor's interest in all proceeds of Hydrocarbon sales under such sales agreements and in all other proceeds of Hydrocarbon sales which for any reason may be paid to Mortgagor shall, when received by Mortgagor, constitute tmst funds in Mortgagor's hands and shall be immediately paid over to the Mortgagee.

4.3 Mortgagor authorizes and empowers the Mortgagee to receive, hold and collect all sums of money paid to the Mortgagee in accordance with this assignment and to apply the same as is hereinafter provided, all without any liability or responsibility on the part of the Mortgagee, save as to good faith in so receiving and applying said sums. All payments provided for in this assignment shall be paid promptly to the Mortgagee, and applied pursuant to the terms of the Loan Agreement. It is understood and agreed that should said payments provided for by this assignment be less than the sum or sums then due on said indebtedness, such sum or sums then due shall nevertheless be payable by Borrowers in accordance with the provisions of the note or notes or other instrument or instruments evidencing said indebtedness and neither this assignment nor any provision herein contained shall in any manner be constmed to affect the terms and provisions of said note or notes or other instmment or instruments. Likewise, neither this assignment nor any provision herein contained shall in any marmer be constmed to affect the Lien, rights and remedies herein granted securing said indebtedness, nor Mortgagor's liability therefor. The rights under this assignment are cumulative of the other rights, remedies and powers granted under this Mortgage and are cumulative of any other security which the Mortgagee now holds or may hereafter hold to secure the payment of said indebtedness.

4.4 The Mortgagee and its successors and assigns are hereby absolved from all liability for failure to enforce collection of the proceeds of Hydrocarbon sales and from all other responsibility in connection therewith, except the responsibility to account to Mortgagor for funds actually received. Mortgagor agrees to indemnify and hold harmless the Mortgagee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys' fees by reason of the assertion that Mortgagee received with respect to the Mortgaged Properties or for

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Mortgagor's account either before or after payment in full of the Secured Indebtedness funds from the production of Hydrocarbons claimed by third persons, and if Mortgagor fails to do so, the Mortgagee shall each have the right to defend against any such claims or actions, employing attomeys of its own selection, and if not fumished with indemnity satisfactory to it, it shall have the right to compromise, satisfy, discharge and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Mortgagee in compromise, satisfaction or discharge of any such claim, action or judgment, and all court costs, attorneys' fees and other expenses of every character incurred Mortgagee pursuant to the provisions of this section shall be part of the Obligations under the Loan Agreement owing by any Borrower, shall bear Default Interest from date of expenditure until paid, and shall be a part of the Secured Indebtedness. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Mortgagor to indemnify Mortgagee for its willful misconduct or gross negligence or material breach by Mortgagee of the provisions of the Loan Documents.

4.5 Nothing herein contained shall detract from or limit the absolute obligation of the Borrowers to make prompt payment of all amounts owing under the Loan Agreement, and of all amounts owing hereunder at the time and in the manner provided in the Loan Agreement or provided herein, regardless of whether the proceeds herein assigned are sufficient to pay the same, and the rights under this assignment shall be cumulative of all other security of any and every character now or hereafter existing to secure the payment of the Secured Indebtedness.

4.6 Notwithstanding the foregoing, the Mortgagee has agreed not to exercise its right to directly receive delivery of production and payment of proceeds immediately. Rather, each party producing, purchasing or receiving production may continue to make such deliveries or payments to Mortgagor until such time as such party has received notice from the Administrative Agent or any Lender that an Event of Default has occurred and is continuing and that such party is directed to make delivery or payment directly to the Administrative Agent.

ARTICLE V ^ Waiver and Partial Release

5.1 The Mortgagee may at any time and from time to time in writing:

(a) Waive compliance by Mortgagor with any covenant herein made by Mortgagor to the extent and in the manner specified in such writing; or

(b) Consent to Mortgagor's doing any act which hereunder Mortgagor is prohibited from doing, or to Mortgagor's failing to do any act which hereunder Mortgagor is required to do, to the extent and in the manner specified in writing.

No such act by Mortgagee shall in any way impair the rights of the Mortgagee hereunder except to the extent specifically agreed to by the Mortgagee in such writing.

5.2 The lien and other security rights and interests of the Mortgagee hereunder shall not be impaired by any indulgence, including, but not limited to:

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(a) Any forbearance, renewal, extension or modification (whether one or more) which the Mortgagee may grant with respect to any Secured Indebtedness; or

(b) Any surrender, compromise, release, renewal, extension, exchange or substitution which the Mortgagee may grant in respect of any item of the Mortgaged Properties or any part thereof or any interest therein, or any of the proceeds of Hydrocarbon sales; or

(c) Any release or indulgence granted to any endorser, guarantor or surety of any Secured Indebtedness.

ARTICLE VI Rights Until Default; Extinguishment of Mortgage

6.1 Unless a default specified in Section 7.1 exists and is continuing, Mortgagor shall retain full right to possess and control the Mortgaged Properties (except the proceeds of Hydrocarbon sales assigned under Section 4.1 hereof), subject, however, to all of the terms and provisions of this Mortgage.

6.2 I f all of the Secured Indebtedness be paid as the same becomes due and payable and i f the covenants, warranties, undertakings and agreements made in this Mortgage are kept and performed, and i f all the other obligations, present and future, for which this Mortgage is established have been incurred and extinguished, and the Mortgagee is not bound to permit any Secured Indebtedness to be incurred, then and in that event only all rights under this Mortgage shall terminate and the properties hereby conveyed shall become wholly clear of the Liens, conveyances and assignments evidenced hereby, and such Liens shall be released by Mortgagee in due form at Mortgagor's cost.

ARTICLE VII Remedies in Event of Default

7.1 The term "default" as used in this Mortgage shall mean the occurrence of an Event of Default under the Loan Agreement.

7.2 If a default by Mortgagor under this Mortgage exists and is continuing, the provisions of this Section 7.2 (and no other provision of this Mortgage) shall specify the effects of any such default, the remedies available to Mortgagee following any such default and any limitations on the exercise of such remedies.

(a) Upon the occurrence and during the continuance of a default, Mortgagee may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against the Mortgagor and in and to the Mortgaged Properties and the Collateral, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Mortgagee: (i) institute proceedings for the complete foreclosure of this Mortgage in which case the Mortgaged Properties and the Collateral or any part thereof may be sold for cash or upon credit in one or more portions; or (ii) to the extent permitted

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and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Secured Indebtedness then due and payable, subject to the continuing lien and security interest of this Mortgage for the balance of the Secured Indebtedness not then due; or (iii) institute an action, suit or proceeding in equity for the specific perfomiance of any covenant, condition or agreement contained in this Mortgage; or (iv) apply for the appointment of a trustee, receiver, liquidator or conservator of the Mortgaged Properties and the Collateral, without regard for the adequacy of the security for the Secured Indebtedness and without regard for the solvency of the Mortgagor or of any person liable for the payment of the Secured Indebtedness; or (v) pursue such other remedies as Mortgagee may have under applicable law.

(b) The proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by Mortgagee under this Mortgage, whether under the provisions of this Section or otherwise, shall be applied:

FIRST, to the payment of all costs and expenses including without limitation, all costs and expenses incident to the foreclosure proceedings (including reasonable attorneys' fees and all such allowable items as are mentioned in the preceding paragraph hereof);

SECOND, to the payment of the Secured Indebtedness as provided in the Loan Agreement; and

THIRD, the remainder, i f any there shall be, shall be paid to Mortgagor or to Mortgagor's representative, successors or assigns.

(c) The Mortgagor hereby irrevocably appoints Mortgagee its agent and attomey in fact, with full power of substitution, in the name of the Mortgagor or Mortgagee, for thfe sole use and benefit of itself and as agent for the Secured Parties, but at the Mortgagor's expense, to exercise, at any time and from time to time while a default has occurred and is continuing, all or any of the following powers with respect to all or any ofthe Mortgaged Properties:

(i) to endorse the name of the Mortgagor upon any check, draft or other instrument payable to the Mortgagor evidencing payment upon any accounts or general intangibles, contract rights or other obligations or indebtedness owing to Mortgagor;

(ii) to notify postal service authorities to change the address for delivery of the Mortgagor's mail to a "lockbox" address designated and controlled by Mortgagee, and to receive, open and dispose of all mail addressed to the Mortgagor;

(iii) to demand, sue for, collect, receive and give acquittance for any and all accounts and other monies due or to become due for or as Mortgaged Properties or Collateral or by virtue thereof;

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(iv) to settle, compromise, compound, prosecute or defend any action or proceeding with respect to any of the Mortgaged Properties and the Collateral;

(v) to extend the time of payment of any or all of the Mortgaged Properties and the Collateral and to make any allowance and other adjustments with reference thereto;

(vi) to execute and deliver any and all transfer orders, letters in lieu thereof, division orders and any other instruments that may be required by any purchaser of any Hydrocarbons; and

(vii) to execute any documents required by the Bureau of Ocean Energy Management (BOEM) in connection with the foreclosure and subsequent transfer to the Mortgagee of any Mortgaged Properties and any Collateral, i f any, located in federal waters adjacent to any parish or parishes in the State of Louisiana where the Mortgage is filed.

The aforesaid mandate and power of attomey, being coupled with an interest, is irrevocable so long as any of the Secured Indebtedness remains outstanding. In addition to the foregoing, i f a default shall have occurred and be continuing, Mortgagor will, upon request of the Mortgagee, execute and deliver to such person or persons as may be designated by Mortgagee appropriate powers of attomey to act for and on behalf of Mortgagor in all transactions of Mortgagor with any federal and state agency relating to any of the Mortgaged Properties.

(d) While a default has occurred and is continuing, (i) the Mortgagor will make no material change to the terms of any account or contract without the prior written permission of Mortgagee, and (ii) the Mortgagor upon request of Mortgagee will promptly notify (and the Mortgagor hereby authorizes Mortgagee so to notify) each account debtor in respect of any account or general intangible that such Mortgaged Properties and the Collateral has been assigned to Mortgagee hereunder, for the ratable benefit of the Secured Parties, and that any payments due or to become due in respect of such Mortgaged Properties and the Collateral are to be made directly to Mortgagee or its designee.

(e) In addition to and cumulative of the rights and remedies set forth in Article VIII, upon the occurrence and during the continuance of a default. Mortgagee may exercise all rights of a secured party under the Uniform Commercial Code-Secured Transactions and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Mortgagee may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Mortgaged Properties and the Collateral or any part thereof at public or private sale, for cash, upon credit or future delivery, and at such price or prices as Mortgagee may deem satisfactory. Mortgagee may be the purchaser of any or all of the Mortgaged Properties and the Collateral so sold at any public sale, (or, if the Mortgaged Properties and the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations,

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at any private sale). The Mortgagor will execute and deliver such documents and take such other action as Mortgagee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Mortgagee shall have the right to deliver, assign and transfer to the purchaser thereof the Mortgaged Properties and the Collateral so sold. Each purchaser at any such sale shall hold the Mortgaged Properties and the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Mortgagor which may be waived, and the Mortgagor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Mortgagor agrees that ten (10) days' prior written notice of the time and place of any sale or other intended disposition of any of the Mortgaged Properties and the Collateral constitutes "reasonable notification" within the meaning of Section 9-612 of the Uniform Commercial Code-Secured Transactions, except that shorter or no notice shall be reasonable as to any Mortgaged Properties and the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Mortgagee may fix in the notice of such sale. At any such sale the Mortgaged Properties and the Collateral may be sold in one lot as an entirety or in separate parcels, as Mortgagee may determine. Mortgagee shall not be obligated to make any such sale pursuant to any such notice. Mortgagee may, without notice or publication, adjourn any public or private sale or cause the same to be adjoumed from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjoumed. In case of any sale of all or any part of the Mortgaged Properties and the Collateral on credit or for future delivery, the Mortgaged Properties and the Collateral so sold may be retained by Mortgagee until the selling price is paid by the purchaser thereof, but Mortgagee shall not incur any liability in case of the failure of such purchaser to take up any pay for the Mortgaged Properties and the Collateral so sold and, in case of any such failure, such Mortgaged Properties and the Collateral may again be sold upon like notice. Notwithstanding anything herein to the contrary, Mortgagor hereby specifically acknowledges and agrees that any sale or disposition made hereunder may be made without warranty ofany nature or kind.

(f) Upon the occurrence and during the continuance of a default, Mortgagee shall have the right to set-off any funds of the Mortgagor in the possession of Mortgagee against any amounts due, whether liquidated or unliquidated, contingent or fixed, by the Mortgagor to Mortgagee pursuant to the Mortgage.

(g) For purposes of foreclosure under Louisiana executory process procedures, the Mortgagor hereby acknowledges the Secured Indebtedness and confesses judgment in favor of Mortgagee for the full amount of the Secured Indebtedness.

(h) The Mortgagor will pay all reasonable expenses, including, but not limited to, reasonable attorneys' fees, incurred in connection with the full protection and preservation of, and foreclosure, collection or other realization of or on, the Mortgaged

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Properties and the Collateral or this Mortgage, or in connection with the enforcement of any of the Mortgagor's obligations or Mortgagee's rights and remedies set forth herein, whether or not suit or any foreclosure proceedings are filed. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, preparing for sale, handling, maintaining and shipping the Mortgaged Properties and the Collateral, any and all excise, property, sales, and use taxes imposed by any federal, state or local authority on any of the Mortgaged Properties and the Collateral, all expenses in respect of periodic appraisals and inspections of the Mortgaged Properties and the Collateral to the extent the same may be requested from time to time as may be permitted in the Loan Agreement, and all expenses in respect of the sale or other disposition thereof shall be bome and paid by the Borrowers. All such expenses shall be a deemed obligation owing by the Borrowers and shall bear Default Interest from the date of expenditure until paid and shall be part of the Secured Indebtedness and secured by the lien and security interest evidenced by this Mortgage.

(i) In the event the Mortgaged Properties and the Collateral, or any part thereof, is seized as an incident to an action for the recognition or enforcement of this Mortgage by executory process, ordinary process, sequestration, writ of fieri facias or otherwise, the Mortgagor and Mortgagee agree that the court issuing any such order shall, i f petitioned for by Mortgagee, direct the applicable sheriff to appoint as a keeper of the Mortgaged Properties and the Collateral, Mortgagee or any agent designated by Mortgagee or any person named by Mortgagee at the time such seizure is effected. This designation is pursuant to Louisiana Revised Statutes 9:5131 through 5135 and 9:5136 through 5140.2, as the same may be amended, and Mortgagee shall be entitled to all the rights and benefits afforded thereunder. It is hereby agreed that the keeper shall be entitled to receive as compensation, in excess of its reasonable costs and expenses incurred in the administration or preservation of the Mortgaged Properties and the Collateral, a reasonable fee as approved by the court, which shall be included as Secured Indebtedness secured by this Mortgage. The designation of keeper made herein shall not be deemed to require Mortgagee to provoke the appointment of such a keeper.

(k) The Mortgagor waives in favor of Mortgagee any and all homestead exemptions and other exemptions of seizure or otherwise to which the Mortgagor is or may be entitled under the constitution and statutes of the State of Louisiana insofar as the Mortgaged Properties and the Collateral is concerned. The Mortgagor further waives: (a) the benefit of appraisement as provided in Louisiana Code of Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other laws conferring the same; (b) the notice of seizure required by Louisiana Code of Civil Procedure Articles 2293 and 2721; (c) the three (3) days' delay provided by Louisiana Code of Civil Procedure Articles 2331 and 2722; and (d) the benefit of the other provisions of Louisiana Code of Civil Procedure Articles 2331, 2722 and 2723, not specifically mentioned above.

(k) Any and all declarations of facts made by authentic act before a notary public in the presence of two witnesses by a person declaring that such facts lie within his or its knowledge, shall constitute authentic evidence of such facts for the purpose of executory process. The Mortgagor specifically agrees that such an affidavit by a representative of Mortgagee as to the existence, amount, terms and maturity of the

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Secured Indebtedness and of a default thereunder shall constitute authentic evidence of such facts for the purpose of executory process.

(1) For the purpose of enforcing any arid all rights and remedies under this Mortgage, Mortgagee may (i) require the Mortgagor to, and the Mortgagor agrees that it will, at its expense and upon the request of Mortgagee, forthwith assemble all or any part of the Mortgaged Properties and the Collateral as directed by Mortgagee and make it available at a place designated by Mortgagee which is, in its opinion, reasonably convenient to Mortgagee and the Mortgagor, whether at the premises of the Mortgagor or otherwise, and Mortgagee shall be entitled to specific performance of this obligation, (ii) to the extent permitted by applicable law of this or any other state, enter, with or without process of law and without breach of the peace, any premise where any of the Mortgaged Properties and the Collateral are or may be located, and without charge or liability to it seize and remove such Mortgaged Properties and the Collateral from such premises, (iii) have access to and use the Mortgagor's books and records relating to the Mortgaged Properties and the Collateral, and (iv) prior to the disposition of the Mortgaged Properties and the Collateral, store or transfer it without charge in or by means of any storage or transportation facility owned or leased by the Mortgagor; process, repair, or recondition it or otherwise prepare it for disposition in any manner and to the extent Mortgagee deems appropriate and, in connection with such preparation and disposition, use without charge any trademark, trade name, copyright, patent or technical process used by the Mortgagor.

(m) Beyond the exercise of reasonable care in the custody thereof, Mortgagee shall have no duty as to any of the Mortgaged Properties or the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon. Mortgagee shall be deemed to have exercised reasonable care in the custody of the Mortgaged Properties and the Collateral in its possession i f the Mortgaged Properties and the Collateral are accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Mortgaged Properties and the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Mortgagee in good faith.

(n) At any time or times, in order to comply with any legal requirement in any jurisdiction, Mortgagee may appoint a trust company or one or more other persons with such power and authority as may be necessary for the effectual operation of the provisions hereof and may be specified in the instrument of appointment, and all of the rights, powers and privileges granted hereunder to Mortgagee shall inure to such person.

(o) The Mortgagee shall have the right to become the purchaser at any sale held by any receiver or public officer, and the Mortgagee shall have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the Secured Indebtedness owing to Mortgagee or Secured Parties or if such Mortgagee holds less than all of such indebtedness, the pro rata part thereof owing to such Mortgagee, on behalf of itself, the Secured Parties, accounting to Mortgagee not joining in such bid in cash for the portion of such bid or bids apportionable to such non-bidding Mortgagee.

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(p) All remedies herein expressly provided for are cumulative of any and all other remedies existing at Law or in equity, and the Mortgagee shall, on behalf of itself and as agent for the Secured Parties, in addition to the remedies herein provided, be entitled to avail itself of all such other remedies as may now or hereafter exist at Law or in equity for the collection of said indebtedness and the enforcement of the covenants herein and the foreclosure of the liens and security interests evidenced hereby, and the resort to any remedy provided for hereunder or provided for by Law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies.

(q) The Mortgagee may resort to any security given by this Mortgage or to any other security now existing or hereafter given to secure the payment of the Secured Indebtedness, in whole or in part, and in such portions and in such order as may seem best to the Mortgagee in its sole and uncontrolled discretion, and any action shall not in anywise be considered as a waiver of any of the rights, benefits or Liens evidenced by this instrument.

(r) To the full extent that Mortgagor may do so, Mortgagor agrees that Mortgagor will not at any time insist upon, plead, claim or take the benefit or advantage of any Law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and Mortgagor, for Mortgagor, Mortgagor's successors and assigns, and for any and all persons ever claiming any interest in the Mortgaged Properties, to the extent permitted by Law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Secured Indebtedness and marshaling in the event of foreclosure of the liens hereby created. Mortgagor for itself, it successors and assigns, does by these presents agree and stipulate that it shall be lawful for and Mortgagor does hereby authorize Mortgagee, without making a demand or putting in default, putting in default being expressly waived, except for the notice required by Section 7.1 of this Mortgage, to cause all and singular the Mortgaged Properties and the Collateral to be seized and sold by executory or other legal process without appraisement (appraisement being hereby expressly waived), either in its entirety or in lots or parcels, as Mortgagee may determine to the highest bidder for cash or on such terms as Mortgagee may direct. Mortgagor for itself and all who may claim through or under Mortgagor waives, to the extent that Mortgagor may lawfully do so under applicable law, any and all rights to have the Mortgaged Properties and the Collateral marshaled upon any foreclosure of the lien and security interest hereof or sold in inverse order of alienation, and Mortgagor agrees that Mortgagee may cause the Mortgaged Properties and the Collateral to be sold as an entirety or in parcels as Mortgagee may direct. If any law referred to in this section and now in force, of which Mortgagor or Mortgagor's successors might take advantage despite this section, shall hereafter be repealed or cease to be in force, such Law shall not thereafter be deemed to preclude the application of this section.

(s) Mortgagor hereby grants unto Mortgagee the powers of attorney to act for and on behalf of Mortgagor in all transactions of Mortgagor with any federal or state agency relating to any of the Mortgaged Properties. The foregoing power of attomey shall only be exercised if a default has occurred and is continuing.

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(t) I f a default has occurred and is continuing, the Mortgagee is authorized prior or subsequent to the institution of any foreclosure proceedings to enter upon the Mortgaged Properties, or any part thereof, and to exercise without interference from any Borrower any and all rights which such Borrower has with respect to the management, possession and operation of the Mortgaged Properties. All costs, expenses and liabilities of every character (including costs of unsuccessful workover operations or additional wells or dry holes) incurred by the Mortgagee in managing, operating and maintaining such Mortgaged Properties, including, without limitation, costs of additional drilling and reworking, whether successful or unsuccessful, shall constitute a demand obligation owing by any Borrower and shall beat Default Interest, all of which shall constitute a portion of the Secured Indebtedness.

(u) I f a default has occurred and is continuing, and Mortgagor should fail to comply with any of the covenants or obligations of Mortgagor hereunder, then the Mortgagee may perform the same for the account and at the expense of Mortgagor but shall not be obligated so to do, and any and all expenses incurred or paid in so doing shall be payable by the Borrowers to the Mortgagee and shall bear Default Interest, and the amount thereof shall be payable on demand, and shall be secured by and under this Mortgage, and the amount and nature of such expense and the time when paid shall be fully established by the affidavit of the Mortgagee or any officer or agent thereof; provided, however, that the exercise of the privileges granted in this paragraph shall in no way be considered or constitute a waiver of the right of the Mortgagee upon the occurrence and during the continuance of a default hereunder to declare the Secured Indebtedness to be at once due and payable but is cumulative of such right and all other rights herein given.

ARTICLE VIII. Security Agreement

8.1 Without limiting any of the provisions of this instrument, in order to secure the full and punctual payment and performance of all present and future Secured Indebtedness, Mortgagor (referred to in this Article as "Debtor", whether one or more), expressly GRANTS unto Administrative Agent for the benefit of Mortgagee (referred to in this Article as "Mortgagee Secured Party") a continuing security interest in all the Mortgaged Properties hereinabove described (including both those now and those hereafter existing) to the full extent that such properties may be subject to the Uniform Commercial Code-Secured Transactions ofthe State of Louisiana or the Uniform Commercial Code of the state or states where such properties are situated. The security interest granted hereby also covers and includes all contract rights, equipment, as-extracted collateral, goods that are or are to become fixtures, inventory, general intangibles and accounts with respect to said Mortgaged Properties (but not other properties of Debtor) and all products and proceeds of said properties, Mortgaged Properties (said properties, Mortgaged Properties, contract rights, equipment, as-extracted collateral, goods that are or are to become fixtures, inventory, general intangibles, accounts, products and proceeds thereof being hereinafter collectively referred to as the "Collateral" for the purposes of this paragraph). Debtor covenants and agrees with Mortgagee that:

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(a) In addition to and cumulative of any other rights and remedies granted in this instrument to Mortgagee Secured Party, Mortgagee Secured Party may, if a default has occurred and is continuing, proceed under said Uniform Commercial Code as to all or any part of the Collateral and shall have and may exercise with respect to the Collateral all the rights, remedies and powers of a secured party after default under said Uniform Commercial Code, including, without limitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of, lease or utilize the Collateral and any part or parts thereof in any manner authorized or permitted under said Uniform Commercial Code after default by a Debtor or Loan Party, and to apply the proceeds thereof toward payment of any costs and expenses and attorneys' fees and legal expenses thereby incurred by Mortgagee Secured Party, and toward payment of the Secured Indebtedness in such order or manner as provided for herein or in the Loan Agreement.

(b) I f a default has occurred and is continuing, Mortgagee Secured Party shall have the right (without limitation) to take possession of the Collateral and to enter upon any premises where same may be situated for such purpose without being deemed guilty of trespass or otherwise incurring any liability for its entry upon those premises and to take any action deemed necessary or appropriate or desirable by Mortgagee Secured Party, at its option and in its discretion, to repair, refurbish or otherwise prepare the Collateral for sale, lease or other use or disposition as herein authorized.

(c) To the extent permitted by Law, Debtor expressly waives any notice of sale or other disposition of the Collateral and any other right or remedies of a debtor or formalities prescribed by Law relative to sale or disposition of the Collateral or exercise of any other right or remedy of Mortgagee Secured Party existing after the occurrence of and during the continuance of default hereunder; and to the extent any such notice is required and cannot be waived, Debtor agrees that i f such notice is mailed, postage prepaid, to Debtor at the address shown with Debtor's signature hereinbelow at least ten days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice.

(d) Mortgagee Secured Party is expressly granted the right, at its option, if a default has occurred and is continuing, to transfer at any time to itself or to its nominee the Collateral, or any part thereof, and to receive the monies, income, proceeds or benefits attributable or accruing thereto and to hold the same as security for the Secured Indebtedness or to apply it on the principal and interest or other amounts owing on any of the Secured Indebtedness, whether or not then due, in such order or manner as Mortgagee Secured Party may elect. All rights to marshaling of assets of Debtor, including any such right with respect to the Collateral, are hereby waived.

(e) All recitals in any instrument of assignment or any other instrument executed by Mortgagee Secured Party incident to sale, transfer, assignment, lease or other disposition or utilization of the Collateral or any part thereof hereunder shall be prima facie evidence of the matter stated therein, no other proof shall be required to establish full legal propriety of the sale or other action or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action and of any fact, condition or thing incident thereto shall be presumed to have been performed or to have occurred.

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(f) Upon the occurrence of a default, Mortgagee Secured Party may require Debtor to assemble the Collateral and make it available to Mortgagee Secured Party at a place to be designated by Mortgagee Secured Party that is reasonably convenient to both parties. All expenses of retaking, holding, preparing for sale, lease or other use or disposition, selling, leasing or otherwise using or disposing of the Collateral and the like which are incurred or paid by Mortgagee Secured Party as authorized or permitted hereunder, including also all attorneys' fees, legal expenses and costs, shall be added to the indebtedness secured by this instrument, and Debtor shall be liable therefor.

(g) Should Mortgagee Secured Party elect to exercise its right under said Uniform Commercial Code as to part of the personal property and fixtures described herein, this election shall not preclude Mortgagee Secured Party from exercising the rights and remedies granted by the preceding paragraphs of this instrument as to the remaining personal property and fixtures.

(h) Any copy of this instrument may also serve as a financing statement under said Uniform Commercial Code between the Debtor, whose address is designated with its signature, and the MORTGAGEE SECURED PARTY, WHOSE ADDRESS IS 222 S. MAIN STREET, SALT LAKE CITY, UTAH 84101.

(i) So long as any amount remains unpaid on the Secured Indebtedness, Debtor will not authorize for filing in any public office any financing statement or statements affecting the Collateral other than financing statements in favor of Mortgagee Secured Party hereunder or financing statements filed in connection with Permitted Liens, unless the prior written specific consent and approval of Mortgagee Secured Party shall have first been obtained.

(j) Mortgagee Secured Party is authorized to file, in any jurisdiction where Mortgagee Secured Party deems it necessary, one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to Mortgagee Secured Party, and Debtor will pay the cost of filing or recording those financing statements or this instrument as a fmancing statement in all public offices at any time and from time to time whenever filing or recording of any fmancing statement or of this instrument is deemed by Mortgagee Secured Party to be necessary or desirable.

(k) The office where the records of Debtor with respect to the Collateral and the Mortgaged Properties are kept is located at the address shown opposite the signature of Debtor to this Mortgage, and Debtor agrees that the place at which such records are kept will not be changed without the prior written consent of the Mortgagee Secured Party.

Debtor further warrants and represents to Mortgagee Secured Party that, except for the security interest granted hereby in the Collateral and other claims previously disclosed in writing to Mortgagee Secured Party, Debtor is the owner and holder of the Collateral, free of any adverse claim, security interest or encumbrance other than Liens permitted under Section 5.2S(a) of the Loan Agreement, and Debtor agrees to defend the Collateral against all claims and demands of any person at any time claiming the same or any interest therein. Debtor further warrants and

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represents that it has not heretofore signed any financing statement and no financing statement signed by Debtor is now on file in any public office except those statements true and correct copies of which have been delivered to Mortgagee Secured Party.

8.2 Mortgagor will, at the cost of Mortgagor, and without expense to the Mortgagee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, deeds of trust, mortgages, assignments, notices of assignments, transfers and assurances as the Mortgagee shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto the Mortgagee the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention or facilitating the performance of the terms of this Mortgage or for filing, registering or recording this Mortgage, or for complying with all applicable Law. Mortgagor grants to the Mortgagee an irrevocable power of attomey coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to the Mortgagee at law and in equity, including without limitation such rights and remedies available to the Mortgagee pursuant to this Section 8.2. To the extent not prohibited by applicable Law, Mortgagor hereby ratifies all acts the Mortgagee has lawfully done in the past or shall lawfully do or cause to be done in the future by virtue of such power of attomey.

ARTICLE IX Miscellaneous

9.1 This instrument is a mortgage, a security agreement, a financing statement and an assignment, and also covers proceeds and fixtures.

9.2 All options and rights of election herein provided for the benefit of the Mortgagee are continuing, and the failure to exercise any such option or right of election upon a particular default or breach or upon any subsequent default or breach shall not be constmed as waiving the right to exercise such option or election at any later date. By the acceptance of payment of any indebtedness secured hereby after its due date, Mortgagee does not waive the right either to require prompt payment when due of all other sums so secured or to regard as a default failure to pay any other sums due which are secured hereby. No exercise of the rights and powers herein granted and no delay or omission in the exercise of such rights and powers shall be held to exhaust the same or be constmed as a waiver thereof, and every such right and power may be exercised at any time and from time to time.

9.3 No release of any part of the Mortgaged Properties or the Collateral shall in any way alter, vary or diminish the force, effect or lien and security interest of this instrument on the balance of Mortgaged Properties and Collateral.

9.4 Any provision contained herein or in the Loan Agreement or in any other instmment evidencing or relating to any Secured Indebtedness to the contrary notwithstanding, none of Mortgagee or any Secured Party shall be entitled to receive or collect, nor shall Mortgagor be obligated to pay, interest on any of the Secured Indebtedness in excess of the maximum rate of interest permitted by applicable law, and i f any provision of the Loan

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Agreement or of any other such instrument shall ever be construed or held to permit the collection or to require the payment of any amount of interest in excess of that permitted by applicable law, the provisions of this section shall control and shall override any contrary or inconsistent provision of the Loan Agreement or other instrument.

9.5 Any notice, request, demand or other instrument which may be required or permitted to be given or fumished to or served upon Mortgagor shall be addressed to it at its address set forth below, or such other address as Mortgagor may fumish to the Mortgagee in writing. Notices to the Mortgagee shall be deemed to have been properly given if delivered in like fashion to it at Goldman Sachs Bank USA, 222 S. Main Street, Salt Lake City, Utah 84101, with a copy to Francis R. Bradley, III , Greenberg Traurig, LLP, 1000 Louisiana Street, Suite 1700, Houston, Texas 77002, or at such other address as the Mortgagee may fumish to Mortgagor in writing.

9.6 Renewals and extensions of the Secured Indebtedness may be given at any time and amendments may be made to this Mortgage and other agreements relating to any of the Secured Indebtedness or the Mortgaged Properties or the Collateral and/or such properties may at any time be released or partially released and/or the Mortgagee may take or hold other security for the Secured Indebtedness without notice to or joinder or consent of any persons hereafter acquiring any interest in the Mortgaged Properties or the Collateral. The Mortgagee may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conferred by this instrument, which shall continue as a first lien and security interest upon all of the Mortgaged Properties and the Collateral not expressly released until the Secured Indebtedness is fully paid.

9.7 I f any provision hereof or of the Loan Agreement or the Note is invalid or unenforceable in any jurisdiction, the other provisions hereof or of the Note shall remain in full force and effect in such jurisdiction, and the remaining provisions hereof shall be liberally constmed in favor of the Mortgagee in order to effectuate the provisions hereof, and the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.

9.8 (a) All of the terms, provisions, covenants and conditions hereof shall be binding upon Mortgagor, and the successors and assigns of Mortgagor and the Mortgagee and successors and permitted assigns of Mortgagee, and shall inure to the benefit of the Mortgagee and its successors and assigns and Mortgagor's covenants shall constitute covenants running with the lands covered by the Mortgaged Properties, but this provision shall not be constmed to authorize any sale or other disposition of the Mortgaged Properties contrary to any other provisions hereof.

(b) This Mortgage is for the benefit of Mortgagee, for itself and as agent for the Secured Parties, and such other persons or persons as may from time to time become or be the holders of any of the Secured Indebtedness, and this Mortgage shall be transferable and negotiable, with the same force and effect and to the same extent as the Secured Indebtedness may be transferable, it being understood that, upon the transfer or assignment by Mortgagee of any of the Secured Indebtedness, the legal holder of such Secured Indebtedness shall have all of

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the rights granted to Mortgagee under this Mortgage. The Mortgagor specifically agrees that upon any transfer of all or any portion of the Secured Indebtedness, this Mortgage shall secure with retroactive rank the existing Secured Indebtedness of the Borrowers to the transferee and any and all Secured Indebtedness to such transferee thereafter arising.

(c) The Mortgagor hereby recognizes and agrees that Mortgagee or any Secured Party may, from time to time, one or more times, transfer all or any portion of the Secured Indebtedness to one or more third parties. Such transfers may include, but are not limited to, sales of participation interests in such Secured Indebtedness in favor of one or more third parties. Upon any transfer of all or any portion of the Secured Indebtedness, the transferring party may transfer and deliver any and or all of its interest in the Mortgaged Property and the Collateral to the transferee of such Secured Indebtedness and such Mortgaged Property and Collateral shall secure any and all of the Secured Indebtedness in favor of such a transferee then existing and thereafter arising, and after any such transfer has taken place, the transferring party shall be fiilly discharged from any and all future liability and responsibility to the Mortgagor with respect to such Collateral, and the transferee thereafter shall be vested with all the powers, rights and duties with respect to such Mortgaged Property and Collateral.

9.9 The Mortgage may be executed in multiple counterparts, each of which is deemed to be an original for all purposes although all such executed copies shall evidence and constitute one and the same Mortgage; provided that it shall never be necessary for Mortgagee to produce more than one fully executed counterpart with all divisions to prove the existence of all such counterparts. The counterpart recorded in a particular jurisdiction may have attached to it only the division or subdivisions of the exhibit that contain descriptions of Mortgaged Properties located in such jurisdiction; provided that a counterpart with the descriptions of all Mortgaged Properties in all jurisdictions will be filed of record in Vermillion Parish, Louisiana. Whenever a recorded counterpart of the Mortgage contains less than all of the divisions, the descriptions contained in the omitted divisions are hereby incorporated into said recorded counterpart by reference.

9.10 The term "Mortgagor" herein used shall mean and include the entity executing this instrument, and its successor in interest in the Mortgaged Properties and the Collateral. The number and gender of pronouns used in referring to Mortgagor shall be construed to mean and correspond with the number and gender of the individuals and/or entities executing this instrument as Mortgagor, and, further, the term "Mortgagor" herein used shall mean and include both all of the parties executing this instrument as Mortgagor as well as any single one or more of them.

9.11 The "Effective Date" of this instrument is 11:59 p.m. local time on March 9, 2017, at the location of the Mortgaged Properties, respectively.

9.12 This Mortgage shall be govemed by and constmed and interpreted under the laws of the State of Louisiana (without giving effect to conflicts of laws principles).

9.13 To the extent a term in this Mortgage is inconsistent with a term in the Loan Agreement, the terms of the Loan Agreement shall govem while it is in effect; provided that nothing contained in this Section 9.13 shall diminish or preclude the granting of the liens and

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assignments contained in Articles I and IV of this Mortgage, limit the ability of Mortgagee to enforce this Mortgage by ordinary or executory process, or otherwise, or retract from the provisions of Section 9.20 hereof.

9.14 TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, EACH OF THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT, THIS MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED THEREBY, BEFORE OR AFTER MATURITY.

THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS DESCRIBED IN THE LOAN AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

9.15 The production of mortgage, conveyance, tax research or other certificates is waived by consent, and the Mortgagor and Mortgagee agree to hold me, Notary, harmless for failure to procure and attach same.

9.16 Upon request of Mortgagee, Mortgagor will promptly correct any defects, errors or omissions in the execution or acknowledgment of this Mortgage or any other document executed in connection herewith or relating to or evidencing all or any portion of the Secured Indebtedness, and will execute, acknowledge, and deliver such division orders, transfer orders and other assurances and instruments as shall, in the opinion of Mortgagee, be necessary or proper to mortgage, assign and grant a security interest in to Mortgagee all of the Mortgaged Properties and the Collateral herein mortgaged or assigned, or intended to be mortgaged or assigned, or in which a security interest is granted or intended to be granted. Furthermore, the Mortgagor hereby irrevocably authorizes the Mortgagee at any time and from time to time to file in any Uniform Commercial Code jurisdiction any financing statement or document and amendments thereto, and without the signature of the Mortgagor, where permitted by law, in order to perfect or maintain the perfection of any security interests granted under this Mortgage. The Mortgagor also hereby authorizes the filing of any financing statement and any amendments thereto, without the signature of Debtor, where pennitted by law, that (a) indicate the Mortgaged Property and/or the Collateral, (i) as all assets of the Mortgagor or words of similar effect, regardless of whether any particular asset comprising the Mortgaged Property and/or the Collateral falls within the scope of the applicable Uniform Commercial Code or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by the applicable Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Mortgagor is an organization, the type of organization, and any organization identification number issued to the Mortgagor, and (ii) in case of a financing statement filed as a fixture filing or indicating collateral as "as-extracted collateral," a sufficient description ofthe real property to which such collateral relates. The Mortgagor agrees to fumish any such information to the Mortgagee promptly upon request.

31 HOU 408610295v3

9.17 The Mortgagor authorizes Mortgagee in Mortgagee's discretion to advance any sums necessary for the purpose of paying (i) insurance premiums, (ii) taxes, forced contributions, service charges, local assessments and govemmental charges, (iii) any liens, security interests or encumbrances affecting the Mortgaged Properties or the Collateral (whether superior or subordinate to the lien and security interest of this Mortgage) not permitted by this Mortgage, (iv) necessary repairs and maintenance expenses or (v) any other amounts which are provided for in this Mortgage or which Mortgagee deems necessary and appropriate to preserve the validity and ranking of this Mortgage, to cure any defaults or to prevent the occurrence of any default, or otherwise authorized by this Mortgage of whatever kind; provided, however, that nothing herein contained shall be constmed as making such advances obligatory upon Mortgagee, or as making Mortgagee liable for any loss, damage, or injury resulting from the nonpayment thereof. The Mortgagor covenants and agrees that the Mortgagor will repay any and all such advances to Mortgagee, which advances shall bear Default Interest from the date of expenditure until paid and all such advances (and interest) shall be a demand obligation owing by Mortgagor and shall be included in the Secured Indebtedness secured hereby.

9.18 Mortgagor acknowledges that no note or other evidence of Secured Indebtedness has been paraphed for identification with this Mortgage.

9.19 The acceptance of this Mortgage by Mortgagee and the consent by Mortgagee to the terms and provisions of this Mortgage are presumed and, under the provisions of Louisiana Civil Code article 3289, Mortgagee has not been required to sign this Mortgage.

9.20 Notwithstanding any reference herein to the Loan Agreement, no third party shall be obligated to inquire as to whether any term or condition set forth therein has occurred but shall be entitled to rely upon the certificate of the Mortgagee as to all events, including but not limited to the occurrence of an Event of Default and the right of the Mortgagee to enforce this Mortgage.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

32 HOU 408610295v3

THUS DONE AND PASSED in Harris County, Texas, on the date set forth above, in the presence of the undersigned witnesses who hereunto sign their names with the Mortgagor, and me, Notary, after due reading ofthe whole.

WITNESSES:

Printed Name

Printed Name

MORTGAGOR:

CSL EXPLORATION, LP, a Texas limited partnership

By: Cathexis Subsidiaries, GP, LLC, its general pai;tMj:!

By:-Name: William Briice Harrison Title: President

SANDRA A BRANDIN Notary ID # 125933784 My Commission Expires

January 28, 2019

NOTARY PUfLUS O r Printed Name: & S t l \ d m . j ^ . t ^ U ^ 10

N^rv'fe::m#^ -

[SIGNATURE PAGE TO ACT OF MORTGAGE]

EXHIBIT A

ATTACHED TO AND FORMING A PART OF THE ACT OF MORTGAGE, ASSIGNMENT OF PRODUCTION AND AS-EXTRACTED

COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT

DATED AS OF MARCH 9, 2017,

FROM

CSL EXPLORATION, LP, as Mortgagor

TO

GOLDMAN SACHS BANK USA, as Administrative Agent, as Mortgagee

PREAMBLE

This Exhibit A contains this Preamble and the specific description of the "Leases" comprising a portion of the "Mortgaged Properties", as those terms are defined in the Act of Mortgage, Assignment of Production and As-Extracted Collateral, Security Agreement and Financing Statement (the "Mortgage") to which this Exhibit A is attaehed.

Divisions. This Exhibit A may be composed of several divisions and subdivisions—at least one for each state and county or parish in each state in which any part of the Mortgaged Properties is located in more than one county or parish, the division hereof containing the description of such Hydrocarbons (as defined in the Mortgage) will generally include the relevant portion of each of the counties in which any part of such oil, gas and mineral lease is located. Counties or parishes contaimng portions of such multi-county or multi-parish leases may therefore be covered by more than one division of this Exhibit A. Each subdivision is in tum composed of further subdivisions—each one covering one or more of the oil, gas and mineral leases included among the Mortgaged Properties.

Counterparts. The Mortgage may be executed in multiple counterparts, each of which is deemed to be an original for all purposes although all such executed copies shall evidence and constitute one and the same Mortgage; provided that it shall never be necessary for Mortgagee to produce more than one fully executed counterpart with all divisions to prove the existence of all such counterparts. The counterpart recorded in a particular county or parish may have attached to it only the division or subdivisions of this exhibit that contain descriptions of Mortgaged Properties located in such county or parish. Whenever a recorded counterpart of the Mortgage contains less than all of the divisions, the descriptions contained in the omitted divisions are hereby incorporated into said recorded counterpart by reference.

Definitions. For all purposes of this Exhibit A, the following terms shall have the indicated meanings:

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"Block" means several leases within an immediate vicinity.

"Defensible Title" means, with respect to each property, title that:

(a) entitles the owner to receive (free and clear of all royalties, overriding royalties and net profits interests or other burdens on or measured by the production of Hydrocarbons, without regard to whether such interest appears of record) not less than the Net Revenue Interest set forth on Exhibit A (or in such other certificate or writing provided to Administrative Agent or Lenders representing the interests in the Properties, including any Mortgage) in all Hydrocarbons produced, saved and marketed from the Property for the productive life of the Property, free and clear of all Liens except (i) the Permitted Liens, and (ii) Liens in favor of Administrative Agent, for the ratable benefit of the Secured Parties, to secure the Obligations; and

(b) obligates the owner to bear costs and expenses relating to the maintenance, development and operation of such Property in an amount not greater than the Working Interest set forth on Exhibit A for the productive life of such Property.

"Net Revenue Interest" or "NRI" means (/) with respect to a Unit for which a Net Revenue Interest is stated, that interest in the applicable Hydrocarbons (as defined in the Mortgage) produced, saved and sold from such unitized area which is afforded to Mortgagor by virtue of its ownership of the Leases included in whole or in part in such area after deducting all burdens against the production therefrom, and (//) with respect to a Well for which a Net Revenue Interest is stated, that interest in the applicable hydrocarbons produced, saved and sold from the Well which is afforded to Mortgagor by virtue of its ownership of the Lease (hereinafter defined) on which such Well is located after deducting all burdens against the production therefrom.

"Overriding Rovaltv Interest" means (/) with respect to a Unit for which an Overriding Royalty Interest is stated, that interest in the applicable Hydrocarbons (as defined in the Mortgage) produced, saved, and sold from such unitized area which is afforded to Mortgagor by virtue of its ownership of such expense-free interest in the Leases included in whole or in part in such area after deducting landowner royalties and any other burdens to which such interest may be subject, and (//) with respect to a Well for which an Overriding Royalty Interest is stated, that interest in the applicable Hydrocarbons produced, saved and sold from the Well which is afforded to Mortgagor by virtue of its ownership of such expense-free interest in the Lease (hereinafter defined) on which such Well is located after deducting landowner royalties and any other burdens to which such interest may be subject.

"Unit" means a unit, pool, or communitized area described or referred to in this Exhibit A.

"Well" means any existing oil or gas well, salt water disposal well, injection well, water supply well or any other well located on or related to the Mortgaged Properties or any well which may hereafter be drilled and/or completed on the Mortgaged Properties, or any facility or equipment in addition toor replacement of any well, including a well producing or capable of producing oil and/or gas that is described or referred to in this Exhibit A.

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"Working Interest" or "WI" means the property interest which entitles the owner thereof to explore and develop certain land for oil and gas production purposes, whether under an oil and gas lease or unit, a compulsory pooling order or otherwise. And, (/) with respect to a Unit for which a Working Interest is stated, Mortgagor's share of the costs of operations conducted thereon, and (ii) with respect to a Well for which a Working Interest is stated, Mortgagor's share of costs of the operation thereof.

Scope and Format of Description. The subject interests are expressly limited to the Subject Leases insofar and only insofar as they cover lands and depth intervals in which Mortgagor owns an undivided interest and do not include lands and depth intervals in which Mortgagor owns no undivided interest even though such lands or depth intervals are covered by the Subject Leases; provided, however, that this provision shall not impair Mortgagee's rights under the warranty of title contained in the Mortgage. The format of the description is as follows:

With respect to each Lease, the description includes the Lease, the date, the Lessor, the Lessee, the recording information, the govemmental or state serial number assigned to the lease (if applicable), and a description of the lands covered by the Lease. I f the recorded instrument is a short form of memorandum of a Lease, the term "Lease" shall be deemed to include all of the terms and provisions of the Lease referred to in such short form or memorandum. Certain property descriptions are abbreviated to Sections, Townships, and Ranges. In such descriptions, the following terms may be abbreviated as follows:

Northwest Quarter NW or NWM; Southwest Quarter SW or SW/4; Southeast Quarter SE or SE/4; Northeast Quarter NE or NE/4; North Half N/2; South Half S/2; East Half E/2; West Half W/2;

The applicable Blocks are followed by an N, S, E, or W to indicate whether the Block is North, South, East, or West. Certain descriptions merely refer to the Block in which the property is located in whole or in part. In such cases, the recorded Leases and any amendments thereof and any other recorded instruments affecting Mortgagor's title more particularly describe the land within such Block in which Mortgagor owns an interest, and the descriptions contained in such instruments are incorporated herein by this reference. In the case of certain federal and state leases, the interests set forth may be in the nature of either record, title or operating rights. The land description does not necessarily signify that Mortgagor owns the entire interest in such Lease as to all of such land or as to all depth intervals. The statement of a Working Interest and a Net Revenue Interest for a Well or Unit does not necessarily signify that Mortgagor owns the same applicable Lease or leases as to the areas or depth intervals not attributable to the Well or Unit.

The statement of a Working Interest and a Net Revenue Interest with respect to a Well or Wells signifies that Mortgagor owns that Working Interest and Net Revenue Interest in the

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Well or Wells with respect to the intervals in which the Well or Wells are currently completed, and excludes a unitized area or formation, i f any, included within a Unit which is also described in this Exhibit A.

Each Well or Unit with respect to which the Working Interest and Net Revenue Interest of Mortgagor is stated is described as follows: (/) each well is described by reference to the Well name given to the Well in Mortgagor's records, which may or may not be the name stated in the records of the applicable state or federal regulatory authority, and (//) each Unit is described by the name by which such Unit is referred to in Mortgagor's records, which may or may not be the name used (if a name is used) in the instrument creating such Unit.

The matters to which any Lease, well or Unit described in this Exhibit A are stated to be subject within a given prospect may burden any Lease, Well, or Unit described in this Exhibit within the same prospect.

HOU 408610295v3

Exhibit "A" All Properties, Interests, and Wells

Acadia, Jefferson and Vermilion Parishes, Louisiana

i iiif.iL.

Lease , Well Number

n Operator Prospect Reservoir Category

WI 1 NRI

PROVED DEVELOPED PRODUCING

NS 3 RA SUA;EST OF M KAHN LLC

001 LLOX LLC BOSCO SOUTH BOSCO 1PDP 50.0% 37.5%

CHRISTIAN . 001 CLAYTON WILLIAMS ENERGY INCORPORATED

MANILA VILLAGE MANILA VILLAGE 1PDP 30.0% 22.0%

OCS G33604 C001S0B0 TANA EXPL CO LLC VERMILION BK 284 VERMILION 1PDP 20.0% 16.0%

OCS G33604 C002S0B0 TANA EXPL CO LLC VERMILION BK 284 VERMILION 1PDP 20.0% 16.0%

PROVED NON-PRODUCING

ESTATE OF MERVINE KAHN LLC

001 LLOX, LLC BOSCO SOUTH BOSCO 2PNP 50.0% 37.6%

HOU 408618525v1

EXHIBIT 'A'

L E A S E S AND RIGHTS-OF-WAY

Lease Number Lessor

LA-103-001-000 LA-103-002-000 LA-103-003-000 LA-103-004-000 LA-103-005-000

LA-103-006-000 LA-103-007-000 LA-103-008-000 LA-103-009-000 LA-103-010-000 LA-103-011-000 LA-103-012-000 LA-103-013-000 LA-103-014-00.1 LA-103-014-002 LA-103-015-000

LA-103-016-001 LA-103-016-002 LA-103-017-001 LA-103-017-002

LA-103-018-000 LA-103-019-000 LA-103-020-001 LA-103-020-002 LA-103-020-003 LA-103-020-004 LA-103-020-005 LA-103-020-006 LA-103-021-001

LA-103-022-001 LA-103-022-002 LA-103-023-000 LA-103-024-001 LA-103-024-002

LA-103-025-001 LA-103-025-002 LA-103-025-003

Estate of Mervine Kahn LLC Henry Lee Melancon Melvin Melancon Elaine Melancon Courville Genevieve Melancon Credeur

Virginia Melancon Breaux Vanola Melancon Castille Allen D. Lormand, et al Clayton J. Lormand Merlin J. Lormand Allen D. Lormand Thelma Marie Martin Thelma Marie Martin, et al Property 17, L.L.C, etal Daniel H Larcade et al Patsy Ann Boudreaux Morvant

Ray Daniel Constantin Daniel H Larcade et al Daniel H Larcade et al Pharaby Ann Bergeron Wilson

Daniel H Larcade et al Philip Melacon Thelma M Martin et al Andrea Cormier Tomblin Linda Door Robinson Raymond J Martin Sandra Elizabeth Smith Lynda Malley Zerinque Sandra Frances Larcade Griner

Paula Simon Giles Norma Boudreaux Dugas Paula Simon Giles Bonnie Bernard Romero Penny Madeline Bernard Russum Paula Simons Giles Norma Boudreaux Dugas LaDonna Dugas Doucet

Lessee Lease State Countv/ Recordina Info Date Parish

Cathexis Oil & Gas, LLC 10/30/2013 Louisiana Acadia BookT67, Page 217, Ref 849086 Cathexis Oil & Gas, LLC 11/5/2013 Louisiana Acadia Book T67, Page 220, Ref 849087 Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia Book T67, Page 223, Ref 849088 Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia BookT67, Page 225, Ref 849089 Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia Book T67, Page 227, Ref 849090

Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia Book T67, Page 229, Ref 849091 Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia Book T67, Page 231, Ref 849092 Cathexis Oil & Gas, LLC 11/21/2013 Louisiana Acadia Book T67, Page 242, Ref 849096 Cathexis Oil & Gas, LLC 11/21/2013 Louisiana Acadia Book T67, Page 236, Ref 849094 Cathexis Oil & Gas, LLC 11/21/2013 Louisiana Acadia Book T67, Page 239, Ref 849095 Cathexis Oil & Gas, LLC 11/21/2013 Louisiana Acadia BookT67, Page 233, Ref 849093 Cathexis Oil & Gas, LLC 12/3/2013 Louisiana Acadia BookT67, Page 245, Ref 849097 Cathexis Oil & Gas, LLC 12/3/2013 Louisiana Acadia Book T67, Page 248, Ref 849098 Cathexis Oil & Gas, LLC 12/17/2013 Louisiana Acadia BookT67, Page 251, Ref 849098 Cathexis Oil & Gas, LLC 12/17/2013 Louisiana Acadia Book W67, Page 4, Ref 850744 Cathexis Oil & Gas, LLC 12/27/2013 Louisiana Acadia Book, T67, Page 254, Ref 849100

Cathexis Oil & Gas, LLC 12/27/2013 Louisiana Acadia BookT67, Page 257, Ref 849101 Cathexis Oil & Gas, LLC 12/17/2013 Louisiana Acadia Book W67, Page 7, Ref 850745 Cathexis Oil & Gas, LLC 1/10/2014 Louisiana Acadia Book V67, Page 1020, Ref 850740 Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia BookV67, Page 1023, Ref 850741

Cathexis Oil & Gas, LLC 1/10/2014 Louisiana Acadia BookV67, Page 1026, Ref 850742 Cathexis Oil & Gas, LLC 11/20/2013 Louisiana Acadia BookV67, Page 1010, Ref 850735 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia Book T67, Page 206, Ref 849084 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia Book V67, Page 1012, Ref 850736 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia BookT67, Page 214, Ref 849085 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia BookV67, Page 1018, Ref 850739 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia BookV67, Page 1014, Ref 850737 Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia BookV67, Page 1016, Ref 850738 Cathexis Oil & Gas, LLC 1/10/2014 Louisiana Acadia Book W67, Page 1, Ref 850743

Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia BookW67, Page 13, Ref 850747 Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia BookW67, Page 10, Ref 850746 Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia Book W67, Page 16, Ref 850748 Cathexis Oil & Gas, LLC 1/29/2014 Louisiana Acadia Book W67, Page 19, #850749 Cathexis Oil & Gas, LLC 1/29/2014 Louisiana Acadia Book W67, Page 22, Ref 850750

Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia Book W67, Page 31, Ref 850753 Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia Book W67, Page 28, Ref 850752 Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia Book W67, Page 25, Ref 850751

HOU 408618956V2

Lease Number Lessor Lessee Lease State Countv/ Recordina Info Date Parish -

LA-103-026-000 Sandra A Crawford Cathexis Oil & Gas, LLC 2/4/2014 Louisiana Acadia Book W67, Page 34, Ref 850754 LA-103-027-000 Fund Inc Cathexis Oil & Gas, LLC 3/1/2014 Louisiana Acadia Book W67, Page 37, Ref 850755 LA-103-028-001 Margaret Ann Emens Holt Cathexis Oil & Gas, LLC 3/7/2014 Louisiana Acadia Book W67, Page 39, Ref 850756 LA-103-028-002 Landqwest LLC Cathexis Oil & Gas, LLC 3/7/2014 Louisiana Acadia Book W67, Page 53, Ref 850757

N/A Oliver Joseph Bergeron III Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia Ref 852637 N/A Dorothy Milner et al Cathexis Oil & Gas, LLC 2/8/2014 Louisiana Acadia 852638 N/A Michael William Malley Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 852635 N/A Charles R Malley Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 852636 N/A Hays A. Rodrigue Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 855503 N/A Thomas J Martin Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 855504 N/A Bernice Martin Tobiason Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 855890 N/A Donna Martin Hissong Cathexis Oil & Gas, LLC 12/1/2013 Louisiana Acadia 855891 N/A Entergy Gulf States Louisiana,

i i r< Cathexis Oil & Gas, LLC 6/17/2014 Louisiana Acadia 853993

N/A L L O John W Hutchison, et al LLOLA LLC 8/20/2014 Louisiana Acadia 855549

N/A Elaine Larcade Bourque et al LLOLA LLC 8/11/2014 Louisiana Acadia 855178

N/A Nickolas Steven Larcade et al LLOLA LLC 8/11/2014 Louisiana Acadia 855816

Bureau of Ocean Energy Tana Exploration Company Federal Vermilion Area, Management OCS-G-33604 and BOEM Offshore South Addition,

Block 284

LA-069-001-001 Ame Holt Clayton Williams Energy Inc 9/27/2012 Louisiana Jefferson Book 140, Page 940, Ref 11253788 LA-069-001-002 Theodore M. Frazell Pride Oil and Gas Properties Inc 10/20/2011 Louisiana Jefferson Book 3295, Page 590, Ref 11219179

LA-069-001-003 Roderick Smith Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 595, Ref 11219184

LA-069-001-004 Keatinge Curt Keays Pride Oil and Gas Properties Inc 10/25/2011 Louisiana Jefferson Book 3295, Page 592, Ref 11219181

LA-069-001-005 Robert Purcell Pride Oil and Gas Properties Inc 10/25/2011 Louisiana Jefferson Book 3295, Page 591, Ref 11219180

LA-069-001-006 Laurie Purcell Rad Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 593, Ref 00219182

LA-069-001-007 Purcell Family Revocable T r t i e t

Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 597, Ref 11219186

LA-069-001-008 i rusi Wendy Holt Rozak Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 596, Ref 11219185

LA-069-001-009 Matthew Purcell Hadley Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 594, Ref 11219183

LA-069-001-010 Mark Hadley Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3295, Page 598, Ref 11219187

LA-069-001-011 Robert Ethan Hadley Pride Oil and Gas Properties Inc 11/15/2011 Louisiana Jefferson Book 3296, Page 915, Ref 11224402

LA-069-003-000 William G Christian et al Clayton Williams Energy Inc 7/19/2012 Louisiana Jefferson Book 3307, Page 84, Ref 11259224

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Lease Number Lessor Lessee Lease State Countv/ Parish

Jefferson Jefferson Jefferson

Recordina Info

LA-069-004-000 LA-069-005-000 LA-069-006-000

Robert C. Hassinger et al ST of LA-A0321 William G. Christensen Jr

Clayton Williams Energy Inc Donegal Energy LLC

Pride Oil and Gas Properties Inc

Date 9/11/2012 2/8/2012

10/20/2011

Louisiana Louisiana Louisiana

Countv/ Parish

Jefferson Jefferson Jefferson

Book 140, Page 941, Ref 11253789 Book 140, Page 870, Ref 11208930

Book, 3295, Page 584, Ref 11219170

LA-069-007-000 Robert C. Hassinger et al Pride Oil and Gas Properties Inc 12/12/2011 Louisiana Jefferson Book 3295, Page 585, Ref 11219171

LA-069-009-000 St of LA-A0331 Clayton Williams Energy Inc 11/13/2013 Louisiana Jefferson Book 3330 Folio 536

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Contract Number

Agreement

Offshore Operating

Agreement

Participation Agreement

EXHIBIT 'A' CONTRACTS

Parties to Agreement

Tana Exploration Company LLC,

Cathexis Oil & Gas, LLC, & GCER

Offshore, LLA

Tana Exploration Company LLC

and Cathexis Oil & Gas, LLC

Contract Date

6/1/2013

11/1/2012

State

Federal

Offshore

Louisiana

Federal

Offshore

Louisiana

County/ Parish

Recording Info

Joint Operating Agreement Cathexis Oil & Gas LLC, LLOX &

Blue Moon Exploration Co., LLC

2/28/2014 Louisiana Acadia

LA-069-002 Joint Operating Agreement Clayton Williams, Petrogulf,

Cathexis Oil & Gas, LLC & Tauber

Exploration and Production Co

8/1/2012 Louisiana Jefferson

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EXHIBIT B

RESOLUTIONS

Please see attached.

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WRITTEN CONSENT OF THE SOLE MANAGER OF

CATHEXIS SUBSIDIARIES GP, L L C

March ^ L , 2017

The undersigned, being the Manager of Cathexis Subsidiaries GP, LLC, a Texas limited liability company (the "Company"), does hereby ratify, approve, consent to and adopt, in accordance with that certain Limited Liability Company Agreement of Cathexis Subsidiaries GP, LLC effective as of October 27, 2014, the following resolutions as the date first wntten above:

LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

WHEREAS, the Company is the general partner of each of (i) Cathexis Financial Services, LP, a Texas limited partnership ("Cathexis Financial"), (ii) Cathexis Fund of Funds, LP, a Texas limited partnership ("Cathexis Fund"), (iii) Cathexis Stocks, LP, a Texas limited partnership ("Cathexis Stocks"), (iv) Cathexis Capital, LP, a Texas limited paitnership ("Cathexis Capital"), (v) First Castle Homes, LP, a Texas limited partnership ("First Castle"), (vi) Cathexis RE Holdings, LP, a Texas limited partnership ("Cathexis RE"), (vii) CSL CM, LP, a Texas limited partnership ("CSL CM"), (viii) Cat HIL, Ltd., a Texas limited paitnership ("Cat HIL"), (ix) Cathexis Royalties & Minerals, LP, a Texas limited paitnership ("Cathexis Royalties"), (x) BFH Mining, Ltd., a Texas limited partnership ("BFH Mining"), (xi) Cathexis Non OP WI, LP, a Texas limited partnership "Cathexis Non OP", (xii) ISG Construction, LP, a Texas limited partnership ("ISG"), and (xiii) CSL Exploration LP, a Texas limited partnership ("CSL" and together with Cathexis Financial, Cathexis Fund, Cathexis Stocks, Cathexis Capital, First Castle, Cathexis RE, CSL CM, Cat HIL, Cathexis Royalties, BFH Mining, Cathexis Non OP, and ISG, collectively, the "First Tier Subsidiaries"); and

WHEREAS, Cathexis Capital is the sole member of each of (i) WR Forest, LLC, a Texas limited liability company ("WR Forest"), (ii) Catsyn, LLC, a Texas limited liability company ("Catsyn", and together with WR Forest, collectively, the "Second Tier Subsidiaries"); and

WHEREAS, Cathexis Capital is the sole manager of CatSurety, LLC, a Texas limited liability company ("CatSurety"); and

WHEREAS, Cathexis RE is the sole member of BFH Ranching Operations, LLC, a Texas limited liability company ("BFH Ranching Ops"); and

WHEREAS, BFH Ranching Ops is the general partner of BFH Ranching Ltd, a Texas limited partnership ("BFH Ranching", and together with the First Tier Subsidiaries, the Second Tier Subsidiaries, CatSurety and BFH Ranching Ops, the "Subsidiaries"); and

WHEREAS, the following resolutions are being adopted by the Manager in the name and on behalf of the Company, acting (a) in its own capacity, (b) in its capacity as the general partner of each of the First Tier Subsidiaries, (c) in its capacity as the general partner of Cathexis Capital acting (i) as the sole member of each of the Second Tier Subsidiaries, (ii) as the sole manager of CatSurety, (d) in its capacity as the general partner of Cathexis RE acting as the sole member of BFH Ranching Ops, and (e) in its capacity as the general partner of Cathexis RE acting as the

HOU:3758127.5 H()U:3758I27J

sole member of BFH Ranching Ops acting in its capacity as the general partner of BFH Ranching (such capacities being referred to herein as the "Applicable Capacities"); and

WHEREAS, Cathexis Holdings, LP, Cathexis Non OP and CSL (each a "Borrower" and collectively, the "Borrowers") desire to enter into that certain Second Amended and Restated Loan Agreement (as thereafter amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), dated on or around the date hereof, by and between Borrowers, Goldman Sachs Bank USA, as administrative agent (the "Administrative Agent"), and the Lenders from time to time party thereto pursuant to which, the Lenders will make loans from time to time for the account of the Borrowers or their subsidiaries or affiliates in amounts not to exceed $350,000,000 (the "Loans"); and

WHEREAS, The Borrowers desire to execute a promissory note, dated on or around the date hereof, in favor of the Administrative Agent in the aggregate principal amount of up to $300,000,000, and may subsequently execute a promissory note in favor of the Administrative Agent in the aggregate principal amount of up to $350,000,000 (the "Note"); and

WHEREAS, in order to induce the Administrative Agent and the Lenders to enter into the Loan Agreement, (i) the Company and each of the Subsidiaries is required to guaranty Borrowers' payment and performance under the Loan Agreement and (ii) the Company, Cathexis Capital, Cat HIL, Cathexis RE, BFH Ranching Ops, and each other grantor party thereto (collectively, the "Grantors") are required to enter into a security agreement to give security for Borrowers' payment and performance under the Loan Agreement; and

WHEREAS, in connection with the foregoing, on or around the date hereof, (i) the Company and each of the Subsidiaries intend to execute and deliver a Second Amended and Restated Guaranty in connection with and guaranteeing payment and performance of Borrowers' obligations under the Loan Agreement (as may be thereafter amended, restated, supplemented, or modified from time to time, the "Guaranty"), (ii) each of the Grantors intends to execute and deliver a Second Amended and Restated Security and Pledge Agreement in connection with providing security for payment and performance of Borrowers' obligations under the Loan Agreement (as may be thereafter amended, restated, supplemented, or modified from time to time, "Security Agreement") whereby (a) the Company will pledge all of its partnership interest in each of the First Tier Subsidiaries, (b) Cathexis Capital will pledge all of its membership interest in each of the Second Tier Subsidiaries, (c) Cathexis RE will pledge (x) all of its membership interests in BFH Ranching Ops and (y) all of its partnership interests in BFH Ranching, and (d) BFH Ranching Ops will pledge all of its partnership interests in BFH Ranching, (iii) Cathexis Royalties, CSL, Cathexis Non OP, and CSL CM will execute certain mortgages, deeds of trust and assignments production on certain mineral and real property interests owned by each of said entities (the "Mortgages"), and (iv) the Company and each of the Subsidiaries intends to execute and deliver certain other instruments, certificates br documents contemplated by the Loan Agreement (collectively, and together with the Loan Agreement, the Notes, the Guaranty, the Security Agreement, the Mortgages and the other documents described above, (the "Loan Documents"); and

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WHEREAS, the Company, in its Applicable Capacities, desires to authorize the filing of financing statements with respect to security interests granted by the Grantors to the Administrative Agent, (the "Financing Statements"); and

WHEREAS, the Company has reviewed the Loan Documents, and is of the opinion that the execution, delivery, and performance of the Loan Documents are in the best interest of the Company, for itself and in its Applicable Capacities, and are in the best interest of each of the Subsidiaries; are necessary and convenient to the conduct, promotion, or attainment of the business of the Company and each of the Subsidiaries; and that the Company and each of the Subsidiaries will benefit, directly, and indirectly, from executing and delivering the Loan Documents to which each is to be a party.

NOW THEREFORE, IT IS HEREBY RESOLVED, that the Company finds that the execution, delivery, and performance of the Loan Agreement and each of the other Loan Documents, including, without limitation, the borrowing by each of Cathexis Non OP and CSL of the Loans, are necessary and convenient to the conduct, promotion, and attainment of the business and purpose of the Company and each of the Subsidiaries and that the execution, delivery, and performance of the Loan Agreement and each other Loan Document, and the performance of the guaranty by the Company and each of the Subsidiaries of all obligations and liabilities of the Borrowers in favor of Administrative Agent thereunder, are reasonably expected to directly and indirectly benefit the Company and each of the Subsidiaries and are in the best interest of the Company and each of the Subsidiaries; and it is further

RESOLVED, that each of,the Cathexis Non OP and CSL, is hereby authorized to obtain from time to time the Loans from the Lenders pursuant to the terms and conditions of the Loan Agreement; and it is further

RESOLVED, that the Company, in its Applicable Capacities, hereby authorizes and approves in every respect the forms, terms and provisions of the Loan Agreement and each of the other Loan Documents, and the President, any Vice President, the Secretary or the Treasurer of the Company (the "Company Authorized Officer") be, and hereby is, authorized and empowered to execute and deliver, as applicable, the Loan Agreement and each of the other Loan Documents on behalf of the Company, in its Applicable Capacities, whether acting for and on its own behalf or for and on behalf of any other Subsidiary that is a subsidiary thereof, and without necessity for joinder or consent of any other person, with such changes therein as the Company Authorized Officer executing the same shall approve, such approval to be evidenced conclusively by his or her execution and delivery of, as applicable, the Loan Agreement and each of the other Loan Documents; and it is further

RESOLVED, that each of the President, any Vice President, the Secretary or the Treasurer of each of the Second Tier Subsidiaries (collectively, the "Subsidiary Authorized Officers" and individually a "Subsidiary Authorized Officer) be, and hereby is, authorized and empowered to execute and deliver the Loan Documents on behalf of such Second Tier Subsidiary, and without necessity for joinder or consent of any other person, with such changes therein as the Subsidiary Authorized Officer executing the same shall approve, such approval to be evidenced conclusively by his or her execution and delivery of the Loan Documents; and it is further

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RESOLVED, that each of the President, any Vice President, the Secretary or the Treasurer of BFH Ranching Ops (collectively, the "Subsidiary GP Authorized Officers" and individually a "Subsidiary GP Authorized Officer", and together with the Company Authorized Officers and the Subsidiary Authorized Officers, collectively, the "Authorized Officers", and individually, an "Authorized Officer") be, and hereby is, authorized and empowered to execute and deliver the Loan Documents for itself and on behalf of the BFH Ranching, and without necessity for joinder or consent of any other person, with such changes therein as the Subsidiary GP Authorized Officer executing the same shall approve, such approval to be evidenced conclusively by his or her execution and delivery of the Loan Documents; and it is further

RESOLVED, that the Company, in its Applicable Capacities, hereby authorizes the pledge, assignment and transfer to the Administrative Agent, for the benefit of the Lenders, of a security interest in (i) any and all Collateral (as defined in the Security Agreement) owned by the Company and each Subsidiary and (ii) any and all Properties (as defined in the Credit Agreement) owned by Cathexis Royalties, CSL, Cathexis Non OP, and CSL CM, in each case, as collateral security for the obligations.

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized, empowered, and directed, for and on behalf and in the name of the Company, in its Applicable Capacities, and each Subsidiary as applicable to do and perform such acts and deeds, and to execute, acknowledge, and deliver such other instruments, documents, and certificates as such Authorized Officer executing the same shall deem necessary or appropriate in order to perform, carry out, and comply with the terms of the Loan Agreement and all other Loan Documents and these resolutions; and it is further

RESOLVED, that the Company, in its Applicable Capacities, has authorized the Administrative Agent to file the Financing Statements.

REAFFIRMATION/APPOINTMENT OF OFFIGER

RESOLVED, that the following persons be, and hereby are, reaffirmed or appointed, as applicable, as the officers of the Company, to act on behalf of Company in the transaction of the business of the Company and to serve in the capacity set forth below until their death, resignation or removal or until their successors are duly elected and qualified:

William Bruce Harrison President

Marshall T. White Vice President and Secretary

Fran Jandjel Treasurer

RESOLVED, that the following persons be, and hereby are, reaffirmed or appointed, as applicable, as the officers of each of the Second Tier Subsidiaries, to act on behalf of such Second Tier Subsidiary in the transaction of the business of such Second Tier Subsidiary and to serve in the capacity set forth below until their death, resignation or removal or until their successors are duly elected and qualified:

William Bruce Harrison President

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Marshall T. White Vice President and Secretary

Fran Jandjel Treasurer

RESOLVED, that the following persons be, and hereby are, reaffirmed or appointed, as applicable, as the officers of CatSurety, to act on behalf of CatSurety in the transaction of the business of CatSurety and to serve in the capacity set forth below until their death, resignation or removal or until their successors are duly elected and qualified:

William Bruce Harrison President

Marshall T. White Vice President and Secretary

Fran Jandjel Treasurer

RESOLVED, that the following persons be, and hereby are, reaffirmed or appointed, as applicable, as the officers of BFH Ranching Ops, to act on behalf of BFH Ranching Ops in the transaction of the business of BFH Ranching Ops- and to serve in the capacity set forth below until their death, resignation or removal or until their successors are duly elected and qualified:

William Bruce Harrison President

Marshall. T. White Vice President and Secretary

Fran Jandjel Treasurer

GENERAL AUTHORIZATIONS

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized, empowered and directed, for and on behalf of the Company, in its Applicable Capacities, and each Subsidiary as applicable, to agree to any amendments, restatements, modifications or changes to the Loan Documents as such Authorized Officer shall deem necessary, and any execution and delivery of such amended or modified Loan Documents by such Authorized Officer shall be conclusive evidence of approval thereof, and all such modifications or amendments shall be deemed authorized by the Manager and the Company pursuant to the terms hereof; and it is further

RESOLVED, that the Loan Agreement and all other Loan Documents and other instruments, documents, indebtedness, liabilities, or obligations, if any, heretofore executed, contracted, or made with the Administrative Agent or any other person under the Loan Agreement on behalf of the Company, in its Applicable Capacities, or any - Subsidiary, as applicable, by such Authorized Officer and all actions of any Authorized Officer prior to the adoption of these resolutions, including, but not limited to, negotiation of the terms and/or the execution of the Loan Documents be, and they hereby are, confirmed, ratified and approved as authorized and valid acts taken on behalf of the Company or any of the Subsidiaries, as the case may be; and it is further

RESOLVED, that each of the Authorized Officers be, and hereby is, authorized, empowered arid directed for and on behalf of the Company, in its Applicable Capacities, and for

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and on behalf of each Subsidiary as applicable, to execute and deliver on behalf of the Company and each of the Subsidiaries such other instruments, certificates and documents, including agreements and amendments to agreements, to make such payments and to take, or cause to be taken, such further action for and on behalf of the Company, in its Applicable Capacities, and each of the Subsidiaries as such Authorized Officer shall deem necessary or appropriate to enable the Company and each of the Subsidiaries to perform their respective obligations and exercise their respective rights pursuant to the Loan Agreement and any other Loan Documents and otherwise to carry out the intent and purpose of the foregoing resolutions and the transactions contemplated thereby; and it is further

RESOLVED that any and all actions heretofore taken, and any and all things theretofore done, by the Authorized Officers or other representative of the Company, in its Applicable Capacities, and each of the Subsidiaries, in connection with, or with respect to, the matters referred to in the foregoing resolutions be, and they hereby are, confirmed, ratified and approved as authorized and valid acts taken on behalf of the Company and each of the Subsidiaries, as the case may be.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Consent, effective as of the date first written above.

MANAGER:

William Bruce Harrison

[Cathexis Subsidiaries GP, LLC Resolutions]