Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined herein) and the performance of the covenants and obligations herein contained, Borrower does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY unto Secured Party, WITH POWER OF SALE and right of entry and possession for the use and benefit of Secured Party and the Secured Creditors, the real and personal property, rights, titles, interests and estates described in Section 1.01(a) through (h) (collectively called the "Mortgaged Property"): (a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, and other mineral leases and other interests and estates and lands and premises covered or affected thereby which are described on Exhibit A hereto (the "Subject Leases"), and (2) the w▇▇▇▇ (whether oil, gas or otherwise) identified on Exhibit A (the "Subject W▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property"). (b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2) all presently existing or future unitization, communitization, spacing, 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 governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to all or any portion of the Hydrocarbon Property; (3) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements but only to the extent they specifically relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (5) the Hydrocarbon Property even though Borrower's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Borrower's interests therein be omitted; it being intended by Borrower and Secured Party herein to cover and affect hereby all interests which Borrower may now own or may hereafter acquire in and to the Hydrocarbon Property. (c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights"). (d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (collectively called the "Hydrocarbons"), in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein which are subjected to the Liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons. (e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface Rights, rights, titles, interests and estates described or referred to in Section 1.01(a) through (c), which are now owned or which may hereafter be acquired by Borrower, including any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇, gas w▇▇▇▇, injection w▇▇▇▇ or other w▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder. (g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject; all rights of Borrower to Liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower in and to the Hydrocarbon Property rights, titles, interests or estates. (h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation: (i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property; (ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property and interests described above; (iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;
Appears in 1 contract
Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Indebtedness (as defined hereinhereinafter defined) and the performance of the covenants and obligations herein contained, Borrower Mortgagor does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER TRANSFER, CONVEY and CONVEY WARRANT unto Secured PartyMortgagee, WITH POWER OF SALE with power of sale (to the extent permitted by applicable law) unto Trustee and right of entry Trustee's successors and possession substitutes in trust hereunder, for the use and benefit of Secured Party and the Secured CreditorsMortgagee, the real and personal property, rights, titles, interests and estates described in Section 1.01(athe following paragraphs (a) through (hg) (collectively called the "Mortgaged PropertyMORTGAGED PROPERTY"):
(a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) Mortgagor in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit EXHIBIT A hereto (collectively called the "Subject LeasesHYDROCARBON PROPERTY")) or which Hydrocarbon Property is otherwise referred to herein, and (2) specifically, but without limitation, the w▇▇▇▇ (whether oil, gas or otherwise) identified undivided interests of Mortgagor which are more particularly described on Exhibit A (the "Subject W▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").attached EXHIBIT A.
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in Mortgagor in, to and to under (1i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2ii) all presently existing or future unitization, communitization, spacing, 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 federalFederal, state State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to may affect all or any portion of the Hydrocarbon PropertyProperty including, without limitation, those units which may be described or referred to on attached EXHIBIT A; (3iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, participation agreements, exploration agreements, joint venture agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreementsassignments, equipment leases and other agreements but only described or referred to the extent they specifically in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached EXHIBIT A or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests, including without limitation, all such agreements described in EXHIBIT B attached hereto; (4iv) all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Hydrocarbon Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of Borrower Mortgagor or in which Borrower Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data; and (5v) the Hydrocarbon Property described on attached EXHIBIT A and covered by this Mortgage even though BorrowerMortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or BorrowerMortgagor's interests therein be omitted; it being intended by Borrower Mortgagor and Secured Party Mortgagee herein to cover and affect hereby all interests which Borrower Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon PropertyProperty notwithstanding that the interests as specified on EXHIBIT A may be limited to particular lands, specified depths or particular types of property interests.
(c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively called the "HydrocarbonsHYDROCARBONS"), ) in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and BorrowerMortgagor's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and BorrowerMortgagor's interests therein which are subjected or required to be subjected to the Liens liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of HydrocarbonsMortgage.
(ed) All tenements, hereditaments, appurtenances and properties in any way anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface RightsProperty, rights, titles, interests and estates described or referred to in Section 1.01(aparagraphs (a) through and (c)b) above, which are now owned or which may hereafter be acquired by BorrowerMortgagor, including including, without limitation, any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇▇, gas w▇▇▇▇▇, injection w▇▇▇▇▇ or other w▇▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(fe) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien lien and security interest hereof by Borrower Mortgagor or by anyone on BorrowerMortgagor's behalf; and Secured Party the Trustee is hereby authorized to receive the same at any time as additional security hereunder.
(gf) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Borrower Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates.
(hg) All property accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of every kind and character those portions of the Mortgaged Property which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests are described in Section 1.01(aparagraphs (a) through (gf) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, above and the all proceeds and products of all such portions of the foregoingMortgaged Property and payments in lieu of production (such as "take or pay" payments), whether now owned such proceeds or hereafter acquiredpayments are goods, includingmoney, without limitation:
documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. Any fractions or percentages specified on attached EXHIBIT A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said EXHIBIT A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (ihereinafter defined) All present and future personal property which is used or useful in connection with to secure the Hydrocarbon Property;
(ii) All present and future increasesperformance of the covenants, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection withagreements, and substitutes and replacements for, all or any part obligations of the property and interests described above;
(iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;Mortgagor herein contained.
Appears in 1 contract
Sources: Mortgage (Miller Exploration Co)
Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Indebtedness (as defined hereinhereinafter defined) and the performance of the covenants and obligations herein contained, Borrower Mortgagor does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY unto Secured PartyTrustee, WITH POWER OF SALE and right Trustee’s successors and substitutes in trust hereunder, with power of entry and possession sale, for the use and benefit of Secured Party and the Secured CreditorsMortgagee, the real and personal property, rights, titles, interests and estates described in Section 1.01(athe following paragraphs (a) through (hf) (collectively called the "Mortgaged “Deed of Trust Property"”):
(a) All One-half of Mortgagor’s undivided interest in all rights, titles, interests and estates now owned or hereafter acquired in and to the oil and gas leases and/or oil, gas and other mineral leases, wellbore interests and other interests and estates and the lands and premises covered or affected thereby and are described on Exhibit A hereto (collectively called the “Hydrocarbon Property”) or which Hydrocarbon Property is otherwise referred to herein, and specifically, but without limitation, the undivided interests of Mortgagor which are more particularly described on attached Exhibit A.
(b) One-half of an undivided interest in all rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) Mortgagor in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, and other mineral leases and other interests and estates and lands and premises covered or affected thereby which are described on Exhibit A hereto (the "Subject Leases"), and (2) the w▇▇▇▇ (whether oil, gas or otherwise) identified on Exhibit A (the "Subject W▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2ii) all presently existing or future unitization, communitization, spacing, 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 federalFederal, state State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to may affect all or any portion of the Hydrocarbon PropertyProperty including, without limitation, those units which may be described or referred to on attached Exhibit A; (3iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements but only described or referred to the extent they specifically in this Deed of Trust or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (5iv) the Hydrocarbon Property described on attached Exhibit A and covered by this Deed of Trust even though Borrower's ▇▇▇▇▇▇▇▇▇’s interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Borrower's Mortgagor’s interests therein be omitted; it being intended by Borrower ▇▇▇▇▇▇▇▇▇ and Secured Party Mortgagee herein to cover and affect hereby all interests which Borrower ▇▇▇▇▇▇▇▇▇ may now own or may hereafter acquire in and to the Hydrocarbon PropertyProperty notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests.
(c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to one-half of an undivided interest in all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively called the "“Hydrocarbons"), in and under and ”) which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's ▇▇▇▇▇▇▇▇▇’s interests therein, including Borrower's interests in all saleable oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's ▇▇▇▇▇▇▇▇▇’s interests therein which are subjected or required to be subjected to the Liens liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment Deed of proceeds resulting from the sale of HydrocarbonsTrust.
(ed) All One-half of an undivided interest in all tenements, hereditaments, appurtenances and properties in any way anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface RightsProperty, rights, titles, interests and estates described or referred to in Section 1.01(aparagraphs (a) through and (c)b) above, which are now owned or which may hereafter be acquired by BorrowerMortgagor, including including, without limitation, any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇▇, gas w▇▇▇▇▇, injection w▇▇▇▇▇ or other w▇▇▇▇▇, buildingsbuilding, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, casing tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(fe) Any property that may from time to time hereafter, by delivery or by writing One-half of any kind, be subjected to the Lien and security an undivided interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder.
(g) All in all of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subjectproduction; all rights of Borrower Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Deed of Trust Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates.
(hf) All property One-half of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, an undivided interest in all other interests of every kind and character in and to the types and items of property and interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation:
(i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property;
(ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property Deed of Trust Property described in this or any other clause of this Section 1.01. Any fractions or percentages specified on attached Exhibit A in referring to Mortgagor’s interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and interests described above;
3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said Exhibit A. TO HAVE AND TO HOLD the Deed of Trust Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (iiihereinafter defined) All present and future As-extracted collateralto secure the performance of the covenants, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue obligations of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;Mortgagor herein contained.
Appears in 1 contract
Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Indebtedness (as defined hereinin Section 1.02) and the performance of the covenants and obligations herein contained, Borrower Mortgagor does by these presents hereby MORTGAGE, GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER SELL AND CONVEY to the Mortgagee and CONVEY unto Secured Party, WITH grant to the Mortgagee a POWER OF SALE (pursuant to this Mortgage and right applicable law) with respect to, all of entry and possession for the use and benefit of Secured Party and the Secured Creditors, the real and personal property, following described rights, titles, interests and estates described properties which are located in (or cover properties located in) the State of Oklahoma, in each case, less and except the Excluded Assets (as defined below in this Section 1.01(a) through (h1.01) (collectively called the "“Mortgaged Property"”):
(a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) in and to (1) the oil and gas leases and/or the oil, gasgas and mineral leases (herein sometimes called the “Leases”), other liquid or gaseous hydrocarbon leasesoperating rights, forced pooling orders and farmout agreements and other contractual or other rights relating to oil, gas and mineral leases and other interests and estates and lands and premises covered or affected thereby which are described rights located in any County set forth on Exhibit A hereto (including, without limitation, the "Subject Leases")Leases described on, and (2) or described in the w▇▇▇▇ (whether oilinstruments described on, gas or otherwise) identified on Exhibit A (the "Subject Wthat is attached hereto and made a part hereof for all purposes, or such Leases that are otherwise mentioned or referred to therein and specifically, but without limitation, ▇▇▇▇") together with all lands that are located within ▇▇▇▇▇’s undivided interests in the Spacing Unit (Leases as defined below) for each Subject Well (all such rights, titles specified on Exhibit A attached hereto and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").made a part hereof;
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1i) the properties now or hereafter pooled or unitized with the Hydrocarbon PropertyLeases; (2ii) all presently existing or future unitization, communitization, spacing, communitization and 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 federalFederal, state State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwisejurisdiction) which pertain to that may affect all or any portion of the Hydrocarbon PropertyLeases including, without limitation, those units that may be described or referred to in Exhibit A; (3iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases contracts and other agreements but only described or referred to the extent they specifically in this instrument that relate to any of the Hydrocarbon Property Leases or interests in the Hydrocarbon Property Leases described or referred to herein or in Exhibit A or to the production, sale, purchase, exchange, processing, injectiongathering, extractioncompression, handlingtreating, storage, transporting storage or marketing transportation of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property Leases or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (5iv) the Hydrocarbon Property Leases even though Borrower's ▇▇▇▇▇▇▇▇▇’s interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property Leases or Borrower's Mortgagor’s interests therein be omitted; it being intended by Borrower ▇▇▇▇▇▇▇▇▇ and Secured Party Mortgagee herein to cover and affect hereby all interests which Borrower that Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon Property.
(c) All of Borrower's rights, titles Leases and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (collectively called the "Hydrocarbons"1.01(b), notwithstanding that the interests as specified in and under and which on Exhibit A may be produced and saved from limited to particular lands, specified depths or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein which are subjected to the Liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons.
(e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface Rights, rights, titles, interests and estates described or referred to in Section 1.01(a) through (c), which are now owned or which may hereafter be acquired by Borrower, including any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇, gas w▇▇▇▇, injection w▇▇▇▇ or other w▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder.
(g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject; all rights of Borrower to Liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower in and to the Hydrocarbon Property rights, titles, interests or estates.
(h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the particular types and items of property and interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation:
(i) All present and future personal property which is used or useful in connection with the Hydrocarbon Propertyinterests;
(ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property and interests described above;
(iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;
Appears in 1 contract
Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined herein) and the performance of the covenants and obligations herein contained, Borrower does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY unto Secured Party, WITH POWER OF SALE and right of entry and possession for the use and benefit of Secured Party and the Secured Creditors, the real and personal property, rights, titles, interests and estates described in Section 1.01(a) through (h) (collectively called the "Mortgaged Property"):
(a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, and other mineral leases and other interests and estates and lands and premises covered or affected thereby which are described on Exhibit A hereto (the "Subject Leases"), and (2) the w▇▇▇▇▇ (whether oil, gas or otherwise) identified on Exhibit A (the "Subject W▇▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to (1) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2) all presently existing or future unitization, communitization, spacing, 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 governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to all or any portion of the Hydrocarbon Property; (3) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements but only to the extent they specifically relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (5) the Hydrocarbon Property even though Borrower's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Borrower's interests therein be omitted; it being intended by Borrower and Secured Party herein to cover and affect hereby all interests which Borrower may now own or may hereafter acquire in and to the Hydrocarbon Property.
(c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom (collectively called the "Hydrocarbons"), in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's interests therein which are subjected to the Liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of Hydrocarbons.
(e) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface Rights, rights, titles, interests and estates described or referred to in Section 1.01(a) through (c), which are now owned or which may hereafter be acquired by Borrower, including any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇▇, gas w▇▇▇▇▇, injection w▇▇▇▇▇ or other w▇▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder.
(g) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens to which any of the Hydrocarbon Property rights, titles, interests or estates are subject; all rights of Borrower to Liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower in and to the Hydrocarbon Property rights, titles, interests or estates.
(h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation:
(i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property;
(ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property and interests described above;
(iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;; TO HAVE AND TO HOLD the Mortgaged Property unto Secured Party and its successors and assigns, for the use and benefit of the Secured Creditors, to secure the payment of the Obligations and to secure the performance of the covenants, agreements, and obligations of Borrower herein contained. Notwithstanding any provision in this Deed of Trust to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of "Mortgaged Property" and no Building or Manufactured (Mobile) Home is hereby encumbered by this Deed of Trust. Any fractions or percentages specified on Exhibit A hereto in referring to Borrower's interests are solely for purposes of the warranties made by Borrower pursuant to ARTICLE III hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on such Schedules.
Appears in 1 contract
Grant of Liens. To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Indebtedness (as defined hereinhereinafter defined) and the performance of the covenants and obligations herein contained, Borrower Mortgagor does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER and CONVEY unto Secured PartyTrustee, WITH POWER OF SALE and right Trustee’s successors and substitutes in trust hereunder, with power of entry and possession sale, for the use and benefit of Secured Party and the Secured CreditorsMortgagee, the real and personal property, rights, titles, interests and estates described in Section 1.01(athe following paragraphs (a) through (hf) (collectively called the "Mortgaged “Mortgage Property"”) which is located in (or covers or relates to such Mortgage Property located within) the State of Texas (the “Mortgage State):
(a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) Mortgagor in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, gas and other mineral leases leases, wellbore interests and other interests and estates and the lands and premises covered or affected thereby which and are described on Exhibit A hereto (collectively called the "Subject Leases")“Hydrocarbon Property”) or which Hydrocarbon Property is otherwise referred to herein, and (2) specifically, but without limitation, the w▇▇▇▇ (whether oil, gas or otherwise) identified undivided interests of Mortgagor which are more particularly described on attached Exhibit A (the "Subject W▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").A.
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to (1i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2ii) all presently existing or future unitization, communitization, spacing, 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 federalFederal, state State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to may affect all or any portion of the Hydrocarbon PropertyProperty including, without limitation, those units which may be described or referred to on attached Exhibit A; (3iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use agreements, CO2 purchase agreements, transportation agreements, equipment leases and other agreements but only described or referred to the extent they specifically in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests; (4) all geological, geophysical, engineering, accounting, title, legal and other technical or business data concerning the Hydrocarbon Property, which are in the possession of Borrower or in which Borrower can grant a security interest, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such data; and (5iv) the Hydrocarbon Property described on attached Exhibit A and covered by this Mortgage even though Borrower's Mortgagor’s interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or Borrower's Mortgagor’s interests therein be omitted; it being intended by Borrower Mortgagor and Secured Party Mortgagee herein to cover and affect hereby all interests which Borrower Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon PropertyProperty notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests.
(c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively called the "“Hydrocarbons"), in and under and ”) which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's Mortgagor’s interests therein, including Borrower's interests in all saleable oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and Borrower's Mortgagor’s interests therein which are subjected or required to be subjected to the Liens liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of HydrocarbonsMortgage.
(ed) All tenements, hereditaments, appurtenances and properties in any way anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface RightsProperty, rights, titles, interests and estates described or referred to in Section 1.01(aparagraphs (a) through and (c)b) above, which are now owned or which may hereafter be acquired by BorrowerMortgagor, including including, without limitation, any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇▇, gas w▇▇▇▇▇, injection w▇▇▇▇▇ or other w▇▇▇▇▇, buildingsbuilding, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, casing tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(f) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien and security interest hereof by Borrower or by anyone on Borrower's behalf; and Secured Party is hereby authorized to receive the same at any time as additional security hereunder.
(ge) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens permitted by the Loan Agreement to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Borrower Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Mortgage Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates.
(h) All property of every kind and character which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests described in Section 1.01(a) through (g) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation:
(i) All present and future personal property which is used or useful in connection with the Hydrocarbon Property;
(iif) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the property Mortgage Property described in this or any other clause of this Section 2.01. Any fractions or percentages specified on attached Exhibit A in referring to Mortgagor’s interests are solely for purposes of the acknowledgement of Mortgagor set forth in Section 2.04(iv) and interests described above;
(iii) All present the warranties made by Mortgagor pursuant to Sections 4.01 and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights 4.05 hereof and shall in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not no manner limit the letter quantum of credit is evidenced interest affected by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections this Section 2.01 with respect to, to any Hydrocarbon Property or insurance proceeds or unearned insurance premiums payable with respect to, to any unit or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part well identified on said Exhibit A. TO HAVE AND TO HOLD the Mortgage Property unto the Trustee and to his successors and assigns forever to secure the payment of the Hydrocarbons or the Hydrocarbon Property;Indebtedness (hereinafter defined).
Appears in 1 contract
Sources: Loan Agreement
Grant of Liens. To For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations Indebtedness (as defined hereinhereinafter defined) and the performance of the covenants and obligations herein contained, Borrower Mortgagor does by these presents hereby GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER PLEDGE, HYPOTHECATE, SET OVER, TRANSFER, CONVEY and CONVEY unto Secured Party, WITH GRANT A POWER OF SALE unto ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Houston, ▇▇▇▇▇▇ County, Texas, as Trustee, whose address for notice hereunder is ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("TRUSTEE") and right of entry Trustee's successors and possession substitutes in trust hereunder, for the use and benefit of Secured Party and the Secured CreditorsMortgagee, the real and personal property, rights, titles, interests and estates described in Section 1.01(athe following paragraphs (a) through (hg) (collectively called the "Mortgaged PropertyMORTGAGED PROPERTY"):
(a) All rights, titles, interests and estates now owned or hereafter acquired by Borrower (including all royalty, net revenue and working interests) Mortgagor in and to (1) the oil and gas leases and/or oil, gas, other liquid or gaseous hydrocarbon leases, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby which are described on Exhibit EXHIBIT A hereto (collectively called the "Subject LeasesHYDROCARBON PROPERTY")) or which Hydrocarbon Property is otherwise referred to herein, and (2) specifically, but without limitation, the w▇▇▇▇ (whether oil, gas or otherwise) identified undivided interests of Mortgagor which are more particularly described on Exhibit A (the "Subject W▇▇▇▇") together with all lands that are located within the Spacing Unit (as defined below) for each Subject Well (all such rights, titles and estates described in this clause (a) being collectively referred to as the "Hydrocarbon Property").attached EXHIBIT A.
(b) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to (1i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (2ii) all presently existing or future unitization, communitization, spacing, 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 federalFederal, state State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which pertain to may affect all or any portion of the Hydrocarbon PropertyProperty including, without limitation, those units which may be described or referred to on attached EXHIBIT A; (3iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, water use joint venture agreements, CO2 purchase participation agreements, transportation agreementsassignments, equipment leases and other agreements but only described or referred to the extent they specifically in this Mortgage or which relate to any of the Hydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached EXHIBIT A or to the production, sale, purchase, exchange, processing, injection, extraction, handling, storage, transporting or marketing of the Hydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property or interests, including without limitation, all such agreements described in EXHIBIT B attached hereto; (4iv) all geological, geophysical, engineering, accounting, title, legal legal, and other technical or business data concerning the Hydrocarbon Mortgaged Property, the Hydrocarbons, or any other item of Property which are in the possession of Borrower Mortgagor or in which Borrower Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records records, and other forms of recording or obtaining access to such data; and (5v) the Hydrocarbon Property described in and covered by this Mortgage even though BorrowerMortgagor's interests therein be incorrectly described or a description of a part or all of such Hydrocarbon Property or BorrowerMortgagor's interests therein be omitted; it being intended by Borrower Mortgagor and Secured Party Mortgagee herein to cover and affect hereby all interests which Borrower Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon PropertyProperty notwithstanding that the interests as specified on EXHIBIT A may be limited to particular lands, specified depths or particular types of property interests.
(c) All of Borrower's rights, titles and interests in and to all easements, rights-of-way, or similar property interests or surface rights related to the Subject Leases or the Spacing Units associated with the Subject W▇▇▇▇, and all related licenses and permits, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Borrower under or in connection with such interests (all of which properties described in this Section 1.01(c) are referred to collectively as the "Surface Rights").
(d) All rights, titles, interests and estates now owned or hereafter acquired by Borrower Mortgagor in and to all oil, gas, casinghead gas, drip gas, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively called the "HydrocarbonsHYDROCARBONS"), ) in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and BorrowerMortgagor's interests therein, including Borrower's interests in all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands spaced, pooled or unitized therewith and BorrowerMortgagor's interests therein which are subjected or required to be subjected to the Liens liens and security interests of this Agreement and including specifically all Liens and security interests in such Hydrocarbons securing payment of proceeds resulting from the sale of HydrocarbonsMortgage.
(ed) All tenements, hereditaments, appurtenances and properties in any way anywise appertaining, belonging, affixed or incidental to the Hydrocarbon Property and the Surface RightsProperty, rights, titles, interests and estates described or referred to in Section 1.01(aparagraphs (a) through and (c)b) above, which are now owned or which may hereafter be acquired by BorrowerMortgagor, including including, without limitation, any and all property, real or personal, immovable or movable, 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 Hydrocarbon Property or the lands pooled or unitized therewith and the Surface Rights (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 Borrower's interest (if any) in any and all oil w▇▇▇▇▇, gas w▇▇▇▇▇, injection w▇▇▇▇▇ or other w▇▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties.
(fe) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien lien and security interest hereof by Borrower Mortgagor or by anyone on BorrowerMortgagor's behalf; and Secured Party the Trustee is hereby authorized to receive the same at any time as additional security hereunder.
(gf) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof, including including, without limitation, the Hydrocarbon Property rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Liens Permitted Encumbrances (as hereinafter defined in Section 3.01) to which any of the Hydrocarbon Property rights, titles, interests or estates are subject, or otherwise; all rights of Borrower Mortgagor to Liens liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property; together with any and all renewals and extensions of any of the Hydrocarbon Property rights, titles, interests or estates; all contracts and agreements 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 Borrower Mortgagor in and to the Hydrocarbon Property rights, titles, interests or estates.
(hg) All property accounts, contract rights (including without limitation, rights arising out of every kind the agreements and character contracts described on EXHIBIT B attached hereto), inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Mortgaged Property which Borrower has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character in and to the types and items of property and interests are described in Section 1.01(aparagraphs (a) through (gf) preceding to the extent such properties are used or useful in connection with the Hydrocarbon Properties, above and the all proceeds and products of all such portions of the foregoingMortgaged Property and payments in lieu of production (such as "take or pay" payments), whether now owned such proceeds or hereafter acquiredpayments are goods, includingmoney, without limitation:
documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. Any fractions or percentages specified on attached EXHIBIT A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and shall in no manner limit the quantum of interest affected by this Section 1.01 with respect to any Hydrocarbon Property or with respect to any unit or well identified on said EXHIBIT A. TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his successors and assigns forever to secure the payment of the Indebtedness (ihereinafter defined) All present and future personal property which is used or useful in connection with to secure the Hydrocarbon Property;
(ii) All present and future increasesperformance of the covenants, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection withagreements, and substitutes and replacements for, all or any part obligations of the property and interests described above;
(iii) All present and future As-extracted collateral, Accounts, Goods, Equipment, Inventory, contract rights, General Intangibles (including, without limitation, rights in and under any hedging agreements), Chattel Paper, Documents, Instruments, Fixtures, Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing), all books and records pertaining to the Hydrocarbon Property, Deposit Accounts (other than payroll, withholding tax and other fiduciary Deposit Accounts), Commodity Accounts, Hydrocarbons, cash and noncash Proceeds, and other rights and other Supporting Obligations arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Hydrocarbons or the Hydrocarbon Property;Mortgagor herein contained.
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