Deed of Trust - Hopkins County



 Exhibit 10.141 
 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER=S LICENSE NUMBER. 
 DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT 
 AND ASSIGNMENT OF PRODUCTION 
 (Oil, Gas and Mineral Properties) 
 This instrument contains after-acquired property provisions 
  

					
	THE STATE OF TEXAS	 	|	 	
		 	|	 	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF HOPKINS	 	|	 	

 That the undersigned, ENERGYTEC, INC., a Nevada corporation, acting herein by and through
its proper officer who has heretofore been duly authorized, with its principal office in Plano, Texas, and the mailing address for which is 4965 Preston Park Boulevard, Suite 270 East, Plano, Texas 75093 (ÀMortgagor”, whether one or
more), and Gladewater National Bank, the banking quarters for which are at 678 North Main, Gladewater, Gregg County, Texas, and the mailing address for which is Post Office Box 1749, Gladewater, Texas 75647-0027 (“Mortgagee”), hereby agree
as follows: 
 ARTICLE I. 
 GRANT 
 A. Lien. Mortgagor, for valuable consideration, the receipt of which is hereby acknowledged, and in
consideration of the debt and trust hereinafter mentioned, has granted, bargained, sold, conveyed, transferred and assigned, and by these presents does grant, bargain, sell, convey, transfer and assign to Redonia Harper, Trustee, whose address is
Post Office Box 1749, Gladewater, Texas 75647-0027, and his successors and substitutes in trust, as hereinafter provided, (the “Trustee”), for the benefit of Mortgagee, the following described property: 
 Certain interest in oil, gas and mineral fee and leasehold estates in the property more particularly described in the schedule attached hereto, marked
Exhibit “A” for identification, incorporated herein and made a part hereof for all purposes (the “Land”). 
 B.
Security Interest. For the same consideration, Mortgagor hereby grants to Mortgagee a continuing security interest in all improvements and all personal property of any kind or character defined in and subject to the provisions of the Uniform
Commercial Code, including the proceeds and products from any and all of such improvements and personal property, whether now owned and existing or hereafter acquired or arising, and situated on any of the Land, including, but not limited to, pipe,
casing, tubing, rods, storage tanks, boilers, loading racks, pumps, foundations, warehouses, and all other personal property and equipment of every kind and character upon, incident, appurtenant or belonging to and used in connection with
Mortgagor’s interest in the Land, including all oil, gas and other minerals produced or to be produced to the account of Mortgagor from the Land and all accounts receivable, general intangibles and contract rights of Mortgagor in connection
with the Land or the Leases, hereinafter defined, and all proceeds, products, substitutions and exchanges thereof (the Land, the Leases, hereinafter defined, and real and personal property interests hereinabove described being the “Mortgaged
Property”). 
 C. Assignment of Security. For the same consideration, Mortgagor hereby grants to Mortgagee any and all rights of
Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Mortgaged Property, including, but not limited to, those liens and security interests provided for in TEX. BUS. & COM. CODE ANN.
Sec. 9.319 (Tex. UCC) (Vernon Supp. 1988). 
 D. Habendum. TO HAVE AND TO HOLD all and singular the Mortgaged Property and all other
property which, by the terms hereof, has or may hereafter become subject to the lien and/or security interest of this Deed of Trust, Security Agreement, Financing Statement and Assignment of Production (this “Deed of Trust”), together with
all rights, hereditaments and appurtenances in anywise belonging to the Trustee or assigns forever. 
  

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 E. After Acquired Property. Any additional right, title or interest which Mortgagor may hereafter
acquire or become entitled to in the interests, properties, Lands and premises aforesaid, or in the oil, gas or other minerals in and under or produced from the Land and Leases shall inure to the benefit of and be covered by this Deed of Trust and
constitute “Mortgaged Property”, the same as if expressly described and conveyed herein. 
 ARTICLE II. 
 WARRANTIES 
 A. Warranty of
Title. Mortgagor hereby binds itself, its successors and assigns, to warrant and forever defend all and singular the above described property, rights, and interest constituting the Mortgaged Property to the Trustee and to his assigns forever,
against every person whomsoever lawfully claiming or to claim the same or any part thereof. 
 B. Additional Warranties. For the same
consideration, Mortgagor, for itself, its successors and assigns, covenants, represents and warrants that: 
 (1) Authority
and Enforceabilitv. The incurring by Mortgagor of the indebtedness secured by this Deed of Trust, the execution and delivery by Mortgagor ENERGYTEC, INC. of the promissory note of $4,000,000.00, dated February 27, 2007, and the
performance and observance by Mortgagor of the terms and provisions of such promissory note and this Deed of Trust have been duly authorized by any necessary corporate proceedings, and will not contravene any requirement of law, or any provision of
Mortgagor’s charter or by-laws, or result in the breach or termination of, or constitute a default under, any indenture or other agreement or instrument to which Mortgagor is a party or by which it or any of its property may be bound or
affected. 
 (2) Additional Authority. Mortgagor is the lawful owner of the Mortgaged Property and has good right and
authority to pledge, mortgage, assign, sell and convey the same. 
 (3) Interests in Mortgaged Property.
Mortgagor’s interest in the Mortgaged Property, as set forth in Exhibit “A” hereto, are true and correct. 
 (4) Leases in Effect. All of the leases constituting all or part of the Mortgaged Property (the “Leases”) are in full force and effect and all covenants, express or implied, in respect thereof, or of any assignment there-of
which may affect the validity of any of the Leases, have been performed insofar as the Leases pertain to the Land. 
 (5)
Interests Free of Liens. Mortgagor’s interest in the Leases is free and clear of all liens, mortgages, oil payments, or other burdens or encumbrances and all gross production taxes and other taxes as to which non-payment could result in
a lien against any of the Mortgaged Property have been paid, except as specifically set forth in Exhibit “A” hereto. 
 (6) Compliance with Laws. Mortgagor and the Mortgaged Property are in compliance with all applicable laws and regulations, including, without limitation, those relating to any flammable, explosives, radioactive materials, hazardous
wastes, friable asbestos or any material containing asbestos, toxic substances or related materials, including, without limitation, substances defined as “hazardous substances”, “hazardous materials” or “toxic
substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et. seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801, et. seq., or the Resource Conservation
and Recovery Act, 42 U.S.C. Sec. 6901, et seq. (“Hazardous Materials”). 
 (7) Gas Contracts. Except as set
forth under the heading for this provision in the schedule attached hereto, marked Exhibit “B” for identification, incorporated herein and made a part hereof for all purposes, Mortgagor (i) is not obligated in any material respect by
virtue of any prepayment made under any contract containing a “take or pay” or “prepayment” provision, or under any similar agreement to deliver hydrocarbons produced from or allocated to any of the Mortgaged Property at some
future date without receiving full payment therefor at the time of delivery and (ii) has not produced gas, in any material amount, subject to, and neither Mortgagor nor any of the Mortgaged Property is subject to, balancing rights of third
parties or subject to balancing duties under governmental requirements, except as to such matters for which Mortgagor has established monetary reserves adequate in amount to satisfy such obligations, and has segregated such reserves from other
accounts. 
  

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 (8) Refunds. Except as set forth under the heading for this provision in the
schedule attached hereto, marked Exhibit “B” for identification, incorporated herein and made a part hereof for all purposes, there exist no orders of, or proceedings pending before, or other governmental requirements of, the Federal
Energy Regulatory Commission, the Texas Railroad Commission or any other similar state of federal regulatory body or governmental authority which could result in Mortgagor being required to refund any material portion of the proceeds received or to
be received from the sale of hydrocarbons constituting part of the Mortgaged Property. 
 ARTICLE III. 
 INDEBTEDNESS SECURED 
 This conveyance
is made, IN TRUST, HOWEVER, to secure and enforce the payment of the following indebtedness, obligations and liabilities: 
 (a) The
promissory note dated February 27, 2007, executed by Mortgagor ENERGYTEC, INC. to the order of Mortgagee in the principal sum of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) bearing interest and payable (in installments) as
therein provided, and containing the usual provisions in notes of this character, together with any and all renewals, extensions, rearrangements and increases thereof; (b) all additional indebtedness of Mortgagor to Mortgagee arising pursuant
to the provisions of this deed of trust; (c) all loans and advances which Mortgagee may hereafter make to the Mortgagor; (d) all other and additional debts, obligations, and liabilities of every kind and character of Mortgagee to
Mortgagor, now or hereafter existing, regardless of whether such debts, obligations and liabilities be direct or indirect, primary or secondary, joint or several, or joint and several, fixed or contingent, and regardless of whether such present or
future obligations are payable to, or be or have been in favor of some other person or have been acquired by Mortgagee in a transaction with one other than Mortgagor, including but not limited to attorneys= fees and other expenses of collection and
enforcement of the Note, this deed of trust and other secured indebtedness; (e) performance of all obligations of Mortgagor to Mortgagee hereunder, under the Note, under any other instrument now or hereafter securing any indebtedness of
Mortgagor to Mortgagee and under any agreement arising from or relating to any indebtedness of Mortgagor to Mortgagee; and (f) any and all renewals, extensions, changes in form reamortizations and other modifications of such debts, obligations
and liabilities, or any part thereof. 
 ARTICLE IV. 
 COVENANTS OF MORTGAGOR 
 In consideration of the Indebtedness hereinabove described, Mortgagor, for
itself, its successors and assigns, covenants and agrees as follows: 
 A. Title Curative. Mortgagor will proceed with reasonable
diligence to correct any defect in the title to the Mortgaged Property should any such defect be found to exist after the execution and delivery of this Deed of Trust; and in this connection, should it be found, after the execution and delivery of
this Deed of Trust, that there exists upon the Mortgaged Property any lien or encumbrance equal or superior in rank to the liens and security interests created by this Deed of Trust, or should any such lien or encumbrance hereafter arise, Mortgagor
will promptly discharge and remove the same from the Mortgaged Property. 
 B. Further Assurances. Upon request of Mortgagee,
Mortgagor will promptly correct any defect which may be discovered after the execution and delivery of this Deed of Trust in any other documents executed in connection herewith, in the execution or acknowledgment hereof or thereof, or in the
description of the Mortgaged Property, 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 convey and assign to the
Trustee all of the Mortgaged Property herein conveyed or assigned, or intended to be so. 
 C. Maintenance of Leases. Mortgagor will
keep and continue all Leases, estates and interests herein described and contracts and agreements relating thereto in full force and effect in accordance with the terms thereof and will not permit the same to lapse or otherwise become impaired for
failure to comply with the obligations thereof, whether express or implied. In this connection, Mortgagor shall not release any of the Leases without the prior written consent of Mortgagee. 
  

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 D. Maintenance of Equipment. Mortgagor will keep and maintain all improvements and all personal
property and equipment now or hereafter situated on the Land and constituting a portion o the Mortgaged Property and used or obtained in connection therewith in good state of repair and condition, ordinary wear and tear excepted, and will not tear
down or remove the same or permit the same to be torn down or removed without the prior consent of Mortgagee, except in the usual course of operations as might be required for replacement when otherwise in compliance with this Deed of Trust.

 E. Notification of Loss. Mortgagor will notify Mortgagee of the destruction, loss, termination or acquisition of any Mortgaged
Property within three business days thereof. 
 F. Pooling or Unitization. Mortgagor will not, without the prior written consent of
Mortgagee, pool or unitize all or any part of the Mortgaged Property where the pooling or unitization would result in the diminution of Mortgagor’s net revenue interest in production from the pooled or unitized lands attributable to the
Mortgaged Property constituting a portion of such pooled or unitized lands. Immediately after the formation of any pool or unit in accordance herewith, Mortgagor will furnish to Mortgagee a conformed copy of the pooling agreement, declaration of
pooling, or other instrument creating the pooling or unit. The interest of Mortgagor included in any pool or unit attributable to the Mortgaged Property or any part thereof shall become a part of the Mortgaged Property and shall be subject to liens
and security interests hereof in the same manner and with the same effect as though the pool or unit and the interest of Mortgagor therein were specifically described in Exhibit “A” hereto. In the event any proceedings of any governmental
body which could result in pooling or unitizing all or any part of the Mortgaged Property are commenced, Mortgagor shall give immediate written notice thereof to Mortgagee. 
 G. Payment of Lienable Claims. Mortgagor will pay all taxes now or hereafter to accrue against any of the Mortgaged Property and all other taxes
or assessments, general or special, lawfully levied against it on such Mortgaged Property which might become a lien thereon before such taxes become delinquent; and it will during the life of this Deed of Trust keep the Mortgaged Property, and each
and every part thereof, free, clear and discharged from all liens, charges, encumbrances, or assessments that might become superior, coordinate or subordinate to the liens or security interests of this Deed of Trust. 
 H. Maintenance of Workmen’s Compensation Insurance. Mortgagor will at all times maintain workmen’s compensation insurance with a
responsible insurance company where required by, and in accordance with, the laws of the state in which the Mortgaged Property is located. 
 I. Mortgagee’s Payment of Lienable Claims. In the event Mortgagor shall fail or neglect to pay any taxes, general or special, or shall fail or neglect to relieve the Mortgaged Property from any lien which might become superior
or equal to the lien of this Deed of Trust, or fail to carry such workmen’s compensation or other insurance, the Trustee, at his option, or Mortgagee, at its option, may pay such taxes, liens, charges or encumbrances, or any part thereof, or
effect such workmen’s compensation insurance, and Mortgagor will promptly reimburse Trustee or Mortgagee, as the case may be, therefor; and any and all such sums so paid hereunder shall be paid by Mortgagor upon demand at Mortgagee’s
principal offices, and shall constitute a part of the Indebtedness. 
 J. Operation of Mortgaged Property. Mortgagor will operate or,
to the extent that the right of operation is vested in others, will exercise its best efforts to require the operator to operate the Mortgaged Property and all wells drilled thereon and that may hereafter be drilled thereon, continuously and in good
workmanlike manner in accordance with the best usage of the field and in accordance with all laws of the State in which the Mortgaged Property is situated and the United States of America, as well as all rules, regulations, and laws of any
governmental agency having jurisdiction to regulate the manner in which the operation of the Mortgaged Property shall be carried on, and will comply with all terms and conditions of the Leases it now holds, or any assignment or contract obligating
Mortgagor in any way with respect to the Mortgaged Property; but nothing herein shall be construed to empower Mortgagor to bind the Trustee or Mortgagee to any contract obligation, or render the Trustee or Mortgagee in any way responsible or liable
for bills or obligations incurred by Mortgagor. 
 K. Maintenance of Liability and Casualty Insurance. Mortgagor will carry with
standard insurance companies satisfactory to Mortgagee or holder of the Indebtedness, public liability and property damage insurance, as well as insurance against loss or damage to the Mortgaged Property by fire, lightning, tornado and explosion,
all in amounts satisfactory to Mortgagee; all such policies shall be payable to Mortgagee, and the policies evidencing the same or acceptable certificates thereof shall be held by Mortgagee. Mortgagee shall have the right to collect, and Mortgagor
hereby assigns to Mortgagee, any and all monies that may become payable under any policies of insurance by reason of damage, loss or destruction of the Mortgaged Property or any part thereof, and Mortgagee shall apply all such sums or any part
thereof, at its election, toward the payment of the Indebtedness, whether the same be then due or not, application to be made first to interest and then to principal, and shall deliver to Mortgagor the balance, if any, after any application has been
made. 
  

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 L. Compliance with Operating Agreements. Mortgagor agrees to promptly pay all bills for labor and
materials incurred in the operation of the Mortgaged Property and will promptly pay its share of all costs and expenses incurred under any joint operating agreement affecting the Mortgaged Property or any portion thereof; 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; will not take any action to incur any liability or lien thereunder; and will not enter into any new operating
agreement or amendment of existing operating agreement affecting the Mortgaged Property without prior written consent of Mortgagee. Furthermore, Mortgagor will not consent or agree to participate in any proposed operation under any presently
existing operating agreement affecting the Mortgaged Property unless Mortgagor obtains the prior written consent of Mortgagee and deposits either with the operator, where Mortgagor is a non-operator, or with Mortgagee, where Mortgagor is a
non-operator or operator, Mortgagor’s share of the estimated cost of the proposed operation prior to electing to participate in the operation. To the extent that Mortgagor is unable to consent to any proposed operation with respect to any of
the Mortgaged Property, prior to electing not to participate in the proposed operation, Mortgagor will use its best efforts, to the extent practicable once it is determined that it cannot so participate and to the extent allowed to do so under the
relevant operating agreement or other applicable contract, farmout to others acceptable to Mortgagee, on the best terms obtainable, which terms shall be acceptable to Mortgagee, the interest or relevant portion of the interest of Mortgagor in the
proposed operation. 
 M. Access to Mortgaged Property. Mortgagor will permit Mortgagee and its accredited agents, representatives,
attorneys and employees at all times to go upon, examine, inspect and remain on the Mortgaged Property, and to go upon the derrick floor of any well at any time drilled or being drilled thereon, and will furnish Mortgagee, upon request, all
pertinent information regarding the development and operation of the Mortgaged Property. 
 N. Evidence of Title. Promptly upon
receipt of a request from Mortgagee, Mortgagor will furnish and deliver, a Title Opinion prepared by competent legal counsel covering title to the real property herein mortgaged from the Sovereignty of the Soil to the latest practicable date, when
taken together with abstracts and/or Title Opinions previously furnished to Mortgagee. Should Mortgagor fail to furnish such Title Opinion upon such request, Mortgagee may obtain such Title Opinion, and any and all costs incurred thereby shall be
payable by Mortgagor to Mortgagee upon demand at Mortgagee’s principal offices. The Title Opinion shall be and constitute a part of the Mortgaged Property as defined above. 
 O. Notification of Legal Proceedings. Mortgagor will promptly notify Mortgagee or other holder or holders of the Indebtedness, in writing, of the
commencement of any legal proceedings affecting the Mortgaged Property or any part thereof, and will take such action as may be necessary to preserve its and Mortgagee’s rights affected thereby; and should Mortgagor fail or refuse to take any
such action, Mortgagee may at its election take such action on behalf and in the name of Mortgagor and at Mortgagor’s cost and expense. 
 P. Maintenance of Existence. If Mortgagor, is a corporation, it will maintain its corporate existence and will maintain and procure all necessary corporate franchise and permits to the end that Mortgagor shall be and continue to be a
corporation in good standing in the state of its incorporation and in the state wherein the Mortgaged Property is located, with full power and authority to own and operate all of the Mortgaged Property as contemplated herein until this Deed of Trust
shall have been fully satisfied. 
 Q. Waivers. Mortgagor hereby expressly waives any and all rights or privileges of marshaling of
assets, sale in inverse order of alienation, notices, appraisements, redemption and any prerequisite to the full extent permitted by applicable law, in the event of foreclosure of the lien or liens and/or security interests created herein. Mortgagee
at all times shall have the right to release any part of the Mortgaged Property now or hereafter subject to the lien or security interest of this Deed of Trust, any part 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 the Indebtedness, without releasing any other part of the Mortgaged Property, proceeds or income, and without affecting the liens or security interests hereof as to the part or
parts thereof not so released, or the right to receive future proceeds and income. 
 R. Payment of Mortgagee’s Expenses. Upon
demand of Mortgagee, Mortgagor will promptly pay all costs and expenses heretofore or hereafter incurred by Mortgagee for legal, accounting, engineering or geological services rendered to it in connection with the making of the initial or any future
loan to Mortgagee secured in whole or in part by the liens and security interests hereof or in the enforcement of any of 

  

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Mortgagee’s rights hereunder. The obligations of Mortgagor hereunder shall survive the non-assumption of this Deed of Trust in a case commenced under
Title 11 of the United States Code or other similar law of the United States of America, the State of Texas or any other jurisdiction and be binding upon Mortgagor, or a trustee, receiver, custodian or liquidator of Mortgagor appointed in any such
case. 
 S. Other Liens. Without prior approval and written consent of Mortgagee, Mortgagor will not mortgage, pledge or otherwise
encumber the Mortgaged Property or any part thereof, regardless of whether the lien or encumbrance is senior, coordinate, junior, inferior or subordinate to the lien and security interest created hereby. 
 T. Transfer or Division Orders. Upon request of Mortgagee, Mortgagor will execute and deliver written notices of assignments to any persons,
corporations or other entities owing or which may in the future owe to Mortgagor monies or accounts arising in connection with any of the following matters: (a) any oil, gas or mineral production from the Mortgaged Property; (b) any gas
contracts, processing contracts or other contracts relating to the Mortgaged Property; or (c) the operation of or production from any part of the Mortgaged Property. The notices of assignments shall advise the third parties that all of the
monies or accounts described above have been assigned to Mortgagee, and if required by Mortgagee, shall also require and direct that future payments thereof, including amounts then owing and unpaid, be paid directly to Mortgagee. 
 U. Effect of Violation. Any mortgage, pledge, encumbrance, unitization, pooling, communitization or other action or instrument in violation of the
prohibitions contained in F. or S. above shall be of no force or effect against Mortgagee. 
 V. Sales of Assets or Reorganization.
Without the prior written consent of Mortgagee, Mortgagor will not sell, lease, transfer or otherwise dispose of all or substantially all of its properties and assets, or, if Mortgagor is a corporation, consolidate or merge into any other
corporation, or permit another corporation to merge into it. 
 W. Compliance with Laws. Mortgagor will comply at all times with all
federal, state and local laws, regulations, and ordinances applicable to the Mortgaged Property, including, without limitation, all environmental protection and hazardous waste requirements, and in this regard: 
 (1) Natural or Environmental Resources Compliance. Mortgagor will comply with any and all applicable local, state and federal laws,
ordinances, rules, regulations and orders (a) related to any natural or environmental resource or media located on, above, within, in the vicinity of, related to or affected by the Mortgaged Property, any property in which Mortgagee has a
mortgage, security or other interest or any other property of Mortgagor, or (b) required for the performance or conduct of its operations. 
 (2) Notification of Hazardous Materials Inquiries. Mortgagor will forthwith notify Mortgagee in writing of any request from any governmental agency or other entity for information on releases of Hazardous
Materials from, affecting or related to the Mortgaged Property, any property in which Mortgagee has a mortgage, security or other interest or any other property of Mortgagor; notify Mortgagee of any actual, proposed or threatened testing or other
investigation by any governmental agency or other entity concerning the environmental condition of or related to such property; provide to Mortgagee such information as Mortgagee shall request concerning the generation, storage, disposal,
transportation or other management, if any, of any Hazardous Materials. 
 (3) Hazardous Materials Compliance and
Indemnification. Mortgagor will at all times comply fully and in a timely manner with, and will cause all employees, agents, contractors, sub-contractors and future lessees (pursuant to appropriate lease provisions) of Mortgagor, while such
persons are acting within the scope of their relationship with Mortgagor, to so comply with, all applicable federal, state and local laws, regulations, guidelines, codes and ordinances applicable to the use, generation, handling, storage, treatment,
transport and disposal of any Hazardous Materials now or hereafter located or present on or under the Mortgaged Property, and Mortgagor indemnifies and hold Mortgagee harmless from and against any and all claims, losses, damages, liabilities, fines,
penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection there-with (including, without limitation,
attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, out of (a) the presence of any Hazardous Materials on, under or from the Mortgaged Property, whether prior to or during the term hereof, or (b) any
activity carried on or undertaken on or off the Mortgaged Property, whether 

  

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prior to or during the term hereof, and whether by Mortgagor or any predecessor in title or any employees, agents, contractors or subcontractors of Mortgagor
or any predecessor in title, or any third persons at any time occupying or present on the Mortgaged Property, in connection with the handling, treatment, removal, storage, decontaminations, cleanup, transport or disposal of any Hazardous Materials
at any time located or present on or under the Mortgaged Property, including, without limitation, any of the foregoing arising, in whole or in part, from negligence on the part of Mortgagee, (the foregoing indemnity being the “Hazardous
Materials Indemnity”). The Hazardous Materials Indemnity shall further apply to any residual contamination on or under the Mortgaged Property, or affecting any natural resources, and to any contamination of any property or natural resources
arising in connection with the generation, use, handling, storage, transport or disposal of any Hazardous Materials, irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and
ordinances; and 
 (4) Survival of Indemnification. The Hazardous Materials Indemnity shall survive repayment of the
indebtedness, provided that the claims and other actions of any kind against Mortgagee which give rise to the Hazardous Materials Indemnity are not barred by the applicable statute of limitations at the time such claims or actions are instituted.

 X. Uneconomic Wells. As to any oil and/or gas well forming part of the Mortgaged Property, should there not be, for a period in
excess of three consecutive calendar months, proceeds from the sale of production from such well (net or productions, severance and windfall profit taxes and royalties overriding royalties and other payments out of or measured by production) in
excess of the expense of operation of the relevant well (including, but not limited to, operator’s overhead, payments to contractors and suppliers and annual taxes assessed on the basis of the value of the property prorated on a monthly basis,
but expressly excluding any portion of the cost of drilling or completing the relevant well or the cost of non-routine workover or remedial operators) then, upon receipt by Mortgagor or written notification from Mortgagee, Mortgagor will
(a) take all necessary steps to abandon the relevant well or (b) provide from sources other than proceeds from the sale of production attributable to the Mortgaged Property (i.e., through borrowings or contractual commitments obtained from
third parties not in violation of any provision of this Deed of Trust) any funds required to pay Mortgagor’s share of the expenses associated with the continuing operation of such well. 
 Y. Performance of Gas Contracts. Mortgagor will perform and observe in all material respects each of the provisions of the contracts relating to
the sale of gas produced from or attributable to the Mortgaged Property to which Mortgagor is a party of its part to be performed or observed prior to the termination thereof and will give Mortgagee prior written notice of any change, modification
or amendment to or waiver of any of the terms or provisions of any of such contracts or any action which will release any party from its obligations or liabilities under any of such contracts, none of which shall be done except in good faith and as
the result of arm’s length negotiations. 
 Z. Transactions with Affiliates. Mortgagor will not, directly or indirectly, enter
into any sale, lease or exchange of any property or any contract for the rendering of goods or services with respect to any of the Mortgaged Property (including, but not limited to, operating agreements under which Mortgagor or an affiliate serves
as operator) with any affiliate of Mortgagor other than upon fair and reasonable terms no less favorable than could be obtained in an arm’s length transaction with a person not an affiliate of Mortgagor. 
 ARTICLE V. 
 DEFEASANCE, FORECLOSURE
AND OTHER REMEDIES 
 A. Defeasance. Should Mortgagor make due and punctual payment of the Indebtedness, as the same becomes due
and payable, and duly observe and perform all of the covenants, conditions and agreements herein (and in all other agreements with Mortgagee) provided to be observed and performed by it, then the conveyance of the Mortgaged Property shall become of
no further force and effect, and the lien and security interest hereof shall be released at the cost and expense of Mortgagor; otherwise, it shall remain in full force and effect. 
 B. Default Events, Acceleration and Exercise of Power of Sale. In case any one or more of the following events of default shall happen:

 (1) Payment of Indebtedness. Default be made by Mortgagor in the due and punctual payment of the Indebtedness, or
any part thereof, principal or interest, as the same becomes due and payable, whether by acceleration or otherwise; or 
  

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 (2) Covenants and Warranties. Default be made by Mortgagor in the due observance
or performance of any of the covenants, conditions or agreements herein provided to be observed or performed by Mortgagor or any warranty of Mortgagor herein made prove to be untrue or inaccurate in any material respect; or 
 (3) Failure of Title. Mortgagor’s title to the Mortgaged Property, or any substantial part thereof, become the subject of
actual or threatened litigation which would or might, in Mortgagee’s opinion, on final determination result in substantial impairment or loss of the security provided for herein; or 
 (4) Sale or Encumbrance. Mortgagor, without the prior written consent of Mortgagee (Mortgagee having an absolute right to refuse to
consent or to condition its consent upon satisfaction of any one or more of the following requirements: (a) that the interest rate on the Indebtedness be increased to a rate acceptable to Mortgagee; (b) that a reasonable transfer fee, in
an amount determined by Mortgagee, be paid; (c) that a principal amount deemed appropriate by Mortgagee be paid against the Indebtedness to reduce to a level acceptable to Mortgagee the ratio that the outstanding balance of the Indebtedness
bears to the value of the Mortgaged Property as determined by Mortgagee; (d) that Mortgagor and each proposed transferee execute such assumption agreements and other instruments as Mortgagee shall reasonably require; (e) that the proposed
transferee’s creditworthiness and experience in owning and operating similar properties be demonstrable and proven to Mortgagee’s reasonable satisfaction as being at least as good as Mortgagor’s; (f) that the liability to
Mortgagee of Mortgagor and all other guarantors of all or any part of the Indebtedness will be confirmed by them in writing to be unaffected and unimpaired by such transfer, conveyance or encumbering; and (g) that any proposed junior mortgagee
expressly subordinate to all liens and security interests securing the Indebtedness as to both lien and payment right priority), sell, assign, lease, transfer, mortgage, pledge, hypothecate or otherwise dispose of or encumber all or any portion of
the Mortgaged Property or enter into any contractual arrangement to do so, irrespective of whether or not the transfer, conveyance or encumbrance would or might (i) diminish the value of any security for the Indebtedness, (ii) increase the
risk of default under this Deed of Trust, (iii) increase the likelihood of Mortgagee’s having to resort to any security for the Indebtedness after default or (iv) add or remove the liability of any person or entity for payment or
performance of the Indebtedness or any covenant or obligation under this Deed of Trust; provided, however, the foregoing shall not apply to hydrocarbons produced and sold in the ordinary course of business; or 
 (5) Involuntary Insolvency. An order, judgment or decree be entered against Mortgagor by any court of competent jurisdiction or by
any other duly authorized authority, on the petition of a creditor or otherwise, granting relief under Title 11 of the United States Code or under any bankruptcy, insolvency, debtor’s relief or other similar law of the United States or any
state approving a petition seeking reorganization or an arrangement of Mortgagor’s debts or appointing a receiver, trustee, conservator, custodian or liquidator of Mortgagor or all or any substantial part of Mortgagor’s assets; or

 (6) Voluntary Insolvency. Mortgagor (i) discontinue its usual business, or (ii) apply for or consent to
the appointment of a receiver, trustee or liquidator of Mortgagor of all or a substantial part of its assets, or (iii)file a voluntary petition commencing a case under Title 11 of the United States Code, seeking liquidation, reorganization or
rearrangement, or taking advantage of any bankruptcy, insolvency, debtor’s relief or other similar law of the United States or any state, or (iv) make a general assignment for the benefit of creditors, or (v) be unable, or admit in
writing its inability, to pay its debts generally as they become, or (vi) file an answer admitting the material allegations of a petition filed against it in any case commenced under Title 11 of the United States Code or any reorganization,
insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor’s relief or other similar law of the United States or any state, or apply for relief under any state or federal act for the relief of debtors; or

 (7) Contracts Relating to Indebtedness. Default be made by Mortgagor in the due observance or performance of any of
the covenants, conditions or agreements provided to be observed or performed by Mortgagor in any loan agreement or other contract or agreement relating to any Indebtedness; or 
 (8) Decline in Value of Collateral. The Mortgaged Property materially decline in value in the determination of Mortgagee; or
Mortgagee, in its sole discretion, deem payment of the Indebtedness to be insecure; or 
  

 DEED OF TRUST — Page 8 








 (9) Fraudulent Actions or Preference of Creditor. Mortgagor conceal, remove, or
permit to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them; or make or suffer a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or make any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid amounts owing; or take any other action in the nature of a fraud upon its
creditors, or any of them; 
 then, and in any such event, the whole of the principal of the Indebtedness remaining unpaid, together with all interest
accrued thereon, may, at the option of the holder thereof, without notice (including, but not limited to, notice of intention to accelerate maturity and notice of acceleration of maturity) or demand, which are, to the full extent permitted by
applicable law, waived by Mortgagor for purposes of any provision of this Deed of Trust or of the evidences of the Indebtedness, be declared immediately due and payable; and thereupon, or at any time thereafter while the Indebtedness or any part
thereof remains unpaid, it shall be the duty of the Trustee, on request of the holder of the Indebtedness (which request is hereby presumed), to enforce this Trust; and after advertising the time and place of the sale for at least 21 days prior to
the day of sale, by posting or causing to be posted a written or printed notice thereof at the courthouse door and by filing a copy of such notice in the office of the County Clerk of each county in which the Land or any part thereof may be
situated, and serving written notice of the proposed sale on each debtor obligated to pay the Indebtedness according to the records of the holder of the Indebtedness, by postage prepaid, certified United States mail, at the most recent address for
such debtor as shown by the records of the holder of the Indebtedness, at least 21 days prior to the day of sale, to sell the Mortgaged Property, either as a whole or in parcels, as the Trustee may deem proper, at public venue at the courthouse of
the county in which the Mortgaged Property or any part thereof may be situated (and being the county designated in the Notice of Sale) on the first Tuesday of any month between the hours of 10:00 a.m. and 4:00 p.m., to the highest bidder for cash,
and after such sale to make the purchaser or purchasers good and sufficient deeds and assignments in the name of Mortgagor herein, conveying such property so sold to the purchaser or purchasers with general warranty of title. The Trustee, or his
successor or substitute, is hereby authorized and empowered to appoint any one or more persons as his attorney(s)-in-fact to act as Trustee under him and in his name, place and stead, such appointment to be evidenced by a written instrument executed
by the Trustee, or his successor or substitute, to perform any one or more act or acts necessary or incident to any sale under the power of sale hereunder, including, without limitation, the posting and filing of any notices, the conduct of the sale
and the execution and delivery of any instruments conveying the Mortgaged Property as a result of the sale, but in the name and on behalf of the Trustee, or his successor or substitute; and all acts done or performed by such attorney(s)-in-fact
shall be valid, lawful and binding as if done or performed by the Trustee, or his successor or substitute. No single sale or series of sales by the Trustee shall extinguish the lien or exhaust the power of sale hereunder except with respect to the
items of property sold, but such lien and power shall exist for so long as and may be exercised in any manner by law or as herein provided as often as the circumstances require to give Mortgagee full relief hereunder. The purchaser at any such sale
shall not assume, nor shall his or its heirs, legal representatives, successors or assigns, be deemed to have assumed, by reason of the acquisition of property or rights mortgaged hereunder, any liability or obligation of any lessee or operator of
the Mortgaged Property, or any part thereof, arising by reason of any occurrence taking place prior to such sale. It shall not be necessary to have present, or to exhibit at any such sale, any of the personal property subject to the lien or security
interest hereof. 
 C. Rights as Secured Party. Upon the happening of any of the above-enumerated events of default, Mortgagee shall
be entitled to all of the rights, powers and remedies afforded a secured party by the Uniform Commercial Code with reference to the personal property and fixtures in which Mortgagee has been granted a security interest hereby, or Mortgagee may
proceed as to both the real and personal property covered hereby. 
 D. Application of Proceeds of Sale. The Trustee is authorized to
receive the proceeds of said sale or sales and apply the same as follows: 
 FIRST: to the payment of all necessary costs and expenses
incident to the execution of this Deed of Trust, including, but not limited to, a fee to the Trustee of 5% to be estimated upon the amount realized at the sale; 
 SECOND: to any and all Indebtedness then hereby secured, application to be made in such order and in such manner as the holder of said Indebtedness may, in its discretion, elect; 
 THIRD: the balance, if any, to Mortgagor or its successors or assigns. 
  

 DEED OF TRUST — Page 9 








 E. Substitute Trustee. In the event of the death of the Trustee, or his removal from the State of
Texas, or his failure, refusal, or inability for any reason to make any such sale or to perform any of the trusts herein declared, or at any time, whether with or without cause, then the holder of the Indebtedness may appoint, in writing, a
substitute trustee who shall thereupon succeed to all the estates, rights, powers, and trusts herein granted to and vested in the Trustee. In the same events as first above stated, and in the same manner, successive substitute trustees may
thereafter be appointed. 
 F. Statements by Trustee. It is agreed that in any deed or deeds given by any Trustee any and all
statements of fact or other recitals therein made as to the identity of the holder or holders of the Indebtedness, or as to default in the payments thereof or any part thereof, or as to the breach of any covenants herein contained, or as to the
request to sell, notice of sale, time, place, terms and manner of sale, and receipt, application, and distribution of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the
foregoing, as to any other or additional act or thing having been done by Mortgagee or by any other holder of the Indebtedness or by the Trustee, shall be taken by all courts of law and equity prima facie evidence that the statements or recitals
state facts and are without further question to be so accepted; and Mortgagor does hereby ratify and confirm any and all acts that the Trustee may lawfully do in the premises by virtue of the terms and conditions of this instrument. 
 G. Suit to Collect and Foreclose. The holder of the Indebtedness may, at its election, or the Trustee may, upon written request of the holder of
the Indebtedness, proceed by suit or suits, at law or in equity, to enforce the payment of the Indebtedness in accordance with the terms hereof and of the note, notes or guaranties evidencing it, and to foreclose the lien and/or security interest of
this Deed of Trust as against all or any portion of the Mortgaged Property and to have such property sold under the judgment or decree of a court of competent jurisdiction. 
 H. Mortgagee as Purchaser. It is expressly understood that the holder of the Indebtedness, or the Trustee, may be a purchaser of the Mortgaged
Property, or of any part hereof, at any sale thereof, whether such sale be under the power of sale hereinabove vested in the Trustee or upon any other foreclosure of the lien and/or security interest hereof, or otherwise; and the holder of the
Indebtedness or the Trustee so purchasing shall, upon any such purchase, acquire good title to the Mortgaged Property so purchased, free of the lien and/or security interest of this Deed of Trust and free of all rights of redemption in Mortgagor.

 I. Remedies Cumulative and Non-Exclusive. The rights of entry, sale, or suit, as hereinabove or hereinafter conferred, are
cumulative of all other rights and remedies herein or by law or in equity provided, and shall not be deemed to deprive the holder of the Indebtedness or Trustee of any such other legal or equitable rights or remedies, by judicial proceedings or
otherwise, appropriate to enforce the conditions, covenants and terms of this Deed of Trust and of any note or guaranty reflecting the Indebtedness, and the employment of any remedy hereunder, or otherwise, shall not prevent the concurrent or
subsequent employment of any other appropriate remedy or remedies. 
 ARTICLE VI. 
 ASSIGNMENT OF PRODUCTION 
 A.
Assignment. In addition to the conveyance to the Trustee herein made, Mortgagor does hereby transfer, assign, deliver and convey unto Mortgagee, its successors and assigns, all of the oil, gas and other minerals produced, saved or sold from
the Mortgaged Property and attributable to the interest of Mortgagor therein subsequent to 7:00 a.m. on the 1st day of the month in which this Deed of Trust is executed, together with the proceeds of any sale thereof; Mortgagor hereby directs any
purchaser now or hereafter taking any production from the Mortgaged Property to pay to Mortgagee such proceeds derived from the sale thereof, and to continue to make payments directly to Mortgagee until notified in writing by Mortgagee to
discontinue the same; and the purchaser of any such production shall not be required to see to the application of the proceeds thereof by Mortgagee and payment made to Mortgagee shall be binding and conclusive as between such purchaser and
Mortgagor. Mortgagor further agrees to perform all such acts, and to execute all such further assignments, transfer and division orders, and other instruments as may be required or desired by Mortgagee or any other party to have such proceeds and
revenues to paid to Mortgagee. 
 B. Change of Purchaser. Should any purchaser taking the production from the Mortgaged Property fail
to make prompt payment to Mortgagee in accordance with this Assignment, Mortgagee shall have the right at Mortgagor’s expense to demand a change of connection and to designate another purchaser with whom a new connection may be made, without
any liability on the part of Mortgagee in making such selection, so long as ordinary care is used in the making thereof; and failure of Mortgagor to consent to and promptly effect such change of connection shall constitute an event of default
hereunder, and the whole Indebtedness may be 

  

 DEED OF TRUST — Page 10 








 
immediately declared due and payable, at the option of Mortgagee and without demand, presentment or other notice (including, but not limited to notice of
intention to accelerate maturity and notice of acceleration of maturity), and the Mortgaged Property shall become subject to the foreclosure proceedings and power of sale hereunder. 
 C. Application of Proceeds. Mortgagor authorizes and empowers Mortgagee to receive, hold and collect all sums of money paid to Mortgagee in
accordance with this Assignment, and to apply the same as hereinafter provided, all without any liability or responsibility on the part of Mortgagee, save and except as to good faith in so receiving and applying such sums. All payments provided for
in this Assignment shall be paid promptly to Mortgagee, and any provisions contained in any note or notes evidencing the Indebtedness or any part thereof to the contrary notwithstanding, Mortgagee may apply the same or so much thereof as it elects
to the payment of the Indebtedness, application to be made in such manner as it may elect, regardless of whether the application so made shall exceed the payments of principal and interest then due as provided in the note or notes evidencing the
Indebtedness. After such application has been so made by Mortgagee, the balance of any such payment or payments remaining shall be paid to Mortgagor. 
 D. No Postponement of Installments on Indebtedness. It is understood and agreed that should such payments provided for by this Assignment be less than the sum or sums then due on the Indebtedness, such sum or
sums then due shall nevertheless be paid by Mortgagor in accordance with the provisions of the note, notes, guaranty agreements or other instrument or instruments evidencing the Indebtedness, and neither this Assignment nor any provisions hereof
shall in any manner be construed to affect the terms and provisions of such note, notes, guaranty agreements or other instrument or instruments evidencing the Indebtedness. Likewise, neither this Assignment nor any provisions hereof shall in any
manner be construed to affect the liens, rights, title and remedies herein granted under this Deed of Trust, and are cumulative of any other security which Mortgagee now holds or may hereafter hold to secure the payment of the Indebtedness.

 E. Turnover to Mortgagee. Should Mortgagor receive any of the proceeds of any sale of oil, gas or other minerals produced, saved or
sold from the Mortgaged Property, which under the terms hereof should have been remitted to Mortgagee, Mortgagor will immediately remit same in full to Mortgagee. 
 F. Release of Proceeds Upon Payment of Indebtedness. Upon payment in full of all Indebtedness, the remainder of such proceeds held by Mortgagee, if any, shall be paid over to Mortgagor upon demand, and a
release of the interest hereby assigned will be made by Mortgagee to Mortgagor at its request and its expense. 
 G. Duty of
Mortgagee. Mortgagee shall not be liable for any failure to collect, or for any failure to exercise diligence in collecting, any funds assigned hereunder. Mortgagee shall be accountable only for funds actually received. 
 H. Power of Attorney to Mortgagee. Mortgagor does hereby designate Mortgagee as Mortgagor’s agent to act in the name, place and stead of
Mortgagor for the purpose of taking any and all actions deemed by Mortgagee necessary for the realization by Mortgagee of the benefits of the assignment of production provided herein, recognizing such agency in favor of Mortgagee to be coupled with
the interests of Mortgagee under this Deed of Trust and, thus, irrevocable. 
 ARTICLE VII. 
 ADDITIONAL REMEDIES 
 A.
Mortgagee’s Remedying of Mortgagor’s Failure to Comply. If Mortgagor should fail to comply with any of the covenants or obligations of Mortgagor hereunder, then Mortgagee or the Trustee 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 Mortgagor to Mortgagee, with interest at the greater of (i) the rate of 10% per annum or (ii) the
rate agreed upon in any other document or instrument relating to the Indebtedness or any part thereof, from the date when same was so incurred or paid, and the amount thereof shall be payable on demand and shall be secured by and under this Deed of
Trust, and the amount and nature of such expense and the time when paid shall be fully established by the affidavit of Mortgagee or any officer or agent thereof, or by the affidavit of any Trustee acting hereunder; provided, however, that the
exercise of the privileges granted in this paragraph shall in nowise be considered or constitute a waiver of the right of Mortgagee upon the happening of an event of default hereunder to declare the Indebtedness at once due and payable but shall be
cumulative of such right and all other rights herein given. 
 B. Entry and Operation. In case any one or more of the events of
default shall happen, then in each and every such cases the Trustee or Mortgagee or any holder of the Indebtedness or any part thereof, whether 

  

 DEED OF TRUST — Page 11 








 
or not the Indebtedness shall have been declared due and payable, in addition to the other rights and remedies hereunder, may exercise the following
additional remedy, but shall not be obligated so to do: the Trustee, Mortgagee or holder of the Indebtedness may enter into and upon and take possession of all or any part of the Mortgaged Property and each and every part thereof and may exclude
Mortgagor, its agents and servants wholly therefrom and have, hold, use, operate, manage and control the Mortgaged Property and each and every part thereof and produce the oil, gas and other minerals therefrom and market the same, all at the sole
risk and expense of Mortgagor and at the expense of the Mortgaged Property, applying the net proceeds to derived, first, to the cost of maintenance and operation of such Mortgaged Property; second, to the payment of all Indebtedness secured hereby,
principal and interest, application to be made first to interest and then to principal; and the balance thereof, if any, shall be paid to Mortgagor. Upon such payment of all such costs and Indebtedness, the Mortgaged Property shall be returned to
Mortgagor in its then condition and such Trustee, Mortgagee or holder of the Indebtedness shall not be liable to Mortgagor for any damage or injury to the Mortgaged Property except such as may be caused through his, its or their fraud or willful
misconduct. 
 C. Power of Attorney to Mortgagee. Mortgagor does hereby designate Mortgagee as Mortgagor’s agent to act in the
name, place and stead of Mortgagor in the exercise of each and every remedy set forth herein and in conducting any and all operations and taking any and all action reasonably necessary to do so, recognizing such agency in favor of Mortgagee to be
coupled with the interests of Mortgagee under this Deed of Trust, and, thus, irrevocable. 
 ARTICLE VIII. 
 MISCELLANEOUS 
 A. Interest.
Any provision in any document that may be executed in connection herewith to the contrary notwithstanding, the holder of the Indebtedness shall in no event be entitled to receive or collect, nor shall any amounts received hereunder be credited so
that the holder of the Indebtedness shall be paid as interest, a sum greater than that authorized by law. If any possible construction of this Deed of Trust or any instrument evidencing the Indebtedness, or any or all other notes, guaranties or
papers relating to the Indebtedness, seems to indicate any possibility of a different power given to the holder of the Indebtedness, or any authority to ask for, demand, or receive any larger rate of interest, such as a mistake in calculation or
wording, this clause shall override and control, and proper adjustments shall be made accordingly. 
 B. Agreement as Entirety. This
Deed of Trust, for convenience only, has been divided into Articles and paragraphs, and it is understood that the rights, powers, privileges, duties and other legal relations of Mortgagor, the Trustee, and Mortgagee or any holder of the
Indebtedness, shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and paragraphs and without regard to headings prefixed to such Articles. 
 C. Number and Gender. The terms used to designate any of the parties herein shall be deemed to include the heirs, successors and assigns of such
parties; the term “successors” shall include the heirs, trustees and legal representatives; and the term “Mortgagee” shall also include any lawful owner, holder or pledgee of any Indebtedness. Whenever the context requires,
reference herein made to the single number shall be understood to include the plural and the plural shall likewise be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine, and neuter when such
construction is appropriate, and specific enumeration shall not exclude the general, but shall be construed as cumulative. 
 D. Rights
and Remedies Cumulative. Every right and remedy provided for herein shall be cumulative of each and every other right or remedy of Mortgagee, whether herein or otherwise conferred, and may be enforced concurrently therewith, and the
unenforceability or invalidity of any one or more provisions, clauses, sentences or paragraphs of this instrument shall not render any other provision, clause, sentence or paragraph unenforceable or invalid. No security theretofore, herewith or
subsequently taken by Mortgagee shall in any manner impair or affect the security given by this instrument or any security by endorsement or otherwise presently or previously given, and all security shall be taken, considered and held as cumulative.

 E. Parties in Interest. This Deed of Trust shall be binding upon the parties, their respective successors and assigns, and shall
inure to the benefit of the holder of the Indebtedness, and the covenants and agreements herein contained shall constitute covenants running with the Land. 
 F. Supplements. It is contemplated by the parties hereto that from time to time additional interest and properties may or will be added to the interests and properties in Exhibit A attached hereto by means of
supplemental indentures identifying this Deed of Trust and describing such interests and properties to be so added and included, and upon the execution of any such supplemental indenture, the lien, rights, titles and 

  

 DEED OF TRUST — Page 12 








 
interests created herein shall immediately attach to and be effective in respect to any such interests and properties so described, the same as if same had
been included originally in Exhibit “A” attached hereto, and the same being included in the term “Mortgaged Property”, as used herein. 
 G. Counterparts. This instrument is simultaneously executed in a number of identical counterparts, each of which for all purposes shall be deemed an original and shall be deemed, and may be enforced from time
to time, as a chattel mortgage, real estate mortgage, deed of trust, security agreement, assignment or contract, or as one or more thereof. 
 H. Fixtures, Minerals and Accounts. Without in any manner limiting the generality of any of the foregoing hereof, some portions of the personal property described hereinabove are or are to become fixtures on the land described herein
or to which reference is made herein. In addition, the security interest created hereby under applicable provisions of the Uniform Commercial Code attached to minerals, including oil and gas, or accounts resulting from the sale thereof, at the
wellhead or minehead located on the land described or to which reference is made herein. 
 I. Financing Statement. This Deed of Trust
may be filed as provided in TEX. BUS. & COM. CODE ANN. Ch. 9 (Tex. UCC) (Vernon Supp. 1988) relating to the granting of security interests by nonutilities to assure that the security interest granted by this Deed of Trust are perfected
under Texas law. In this connection, this instrument will be presented to a filing officer under the Uniform Commercial Code to be filed in the real estate records as a Financing Statement covering minerals and fixtures, pursuant to TEX.
BUS. & COM. CODE ANN. Subsec. 9.402(e) and 9.402(f) (Tex. UCC) (Vernon Supp. 1988). 
 J. Addresses. For purposes of filing
this Deed of Trust as a financing statement, the addresses for Mortgagor, as the debtor, and Mortgagee, as the secured party, are as set forth hereinabove. 
 K. Recording Counterparts. For the convenience of the parties, this instrument may be executed in multiple counterparts. For recording purposes, various counterparts have been executed and there may be attached
to each such counterpart an Exhibit A containing only the description of the Mortgaged Property, or portions thereof, which relates to the county or state in which the particular counterpart is to be recorded. A complete, original counterpart of
this instrument with a complete Exhibit A may be obtained from Mortgagee. Each of the counterparts hereof so executed shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument. 
 L. No Waiver by Mortgagee. The failure or delay of Mortgagee to file or give any notice as to this instrument, or to
exercise any right, remedy or option to declare the maturity of the principal debt, or any other sums hereby secured, or the payment by Mortgagee of any taxes, liens, charges or assessments, shall not be taken or deemed a waiver of any rights to
exercise such right or option or to declare any such maturity as to any pat or subsequent violations of any of such covenants or stipulations, and shall not waive or prejudice any right or lien hereunder. Any election or failure by Mortgagee to
exercise any rights, remedies or options hereunder shall not constitute a waiver or prejudice the exercise of other rights or remedies existing hereunder. All rights, powers, immunities, remedies and liens of Mortgagee existing and to exist
hereunder or under any other instrument, and all other or additional security, and Mortgagee’s rights at law and in equity, shall be cumulative and not exclusive, each of the other; and Mortgagee shall, in addition to the remedies herein
expressly provided, be entitled to such other remedies as may now or hereafter exist at law or in equity for securing and collecting the Indebtedness, for enforcing the covenants herein, and for foreclosing the liens hereof. Resort by Mortgagee to
any remedy provided for hereunder or at law or in equity shall not prevent concurrent or subsequent resort to the same or any other remedy or remedies. 
 M. Purpose Provision. This Deed of Trust is given: 
  

	 	1.	to secure payment of the promissory note executed by Mortgagor ENERGYTEC, INC., dated February 27, 2007, payable to the order of Mortgagee in the principal amount of
$4,000,000.00, by mortgaging the properties described in Exhibit “A” attached hereto; and 

  

	 	2.	to renew, extend, and carry forward the Deed of Trust lien dated February 27, 2006, in the original principal amount of $4,000,000.00, secured by Deed of Trust of record in
Volume 566, Page 146, Official Public Records of Hopkins County, Texas, and Volume 2144, Page 97, Official Public Records of Wood County, Texas; and further secured by Assignment to Trustee of Oil and Gas Production of record in Volume 566, Page
209, Official Public Records of Hopkins County, Texas, and Volume 2144, Page 160, Official Public Records of Wood County, Texas. 

  

 DEED OF TRUST — Page 13 








 EXECUTED this 29th day of March, 2007, EFFECTIVE as of the 27th day of February, 2007. 
  

			
	ENERGYTEC, INC
		
	By:	 	 /s/ Don Lambert

		 	Don Lambert, President
		
	By:	 	 /s/ Dorothea Krempein

		 	Dorothea Krempein, Vice President



					
	THE STATE OF TEXAS	 	|	 	
		 	|	 	
	COUNTY OF GREGG	 	|	 	

 BEFORE ME, the undersigned authority, on this day personally appeared Don Lambert, President of
ENERGYTEC, INC., a Nevada corporation, and known to me to be the person whomWLe is subscribed to the foregoing instrument, and acknowledged to me that he executed the samMHrthe purposes and considerations therein expressed,
as the act and deed of such corporation, and in th^^Rcity therein stated. 
 GIVEN UNDER MY HAND AND SEAL OF OFFICE this 29th day of M^HE)07. 
  

	
	 /s/ Gregory Allen Ball

	Notary Public, State of Texas


  

					
	 THE STATE OF TEXAS
	 	 |
	 	


		 	 |
	 
	 COUNTY OF GREGG
	 	 |
	 
		 		 
		 		 

 BEFORE ME, the undersigned authority, on this day personally appeared Dorothea Krempein, Vice
President of ENERGYTEC, INC., a Nevada corporation, and known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and considerations therein expressed,
as the act and deed of such corporation, and in the capacity therein stated. 
 GIVEN
UNDER MY HAND AND SEAL OF OFFICE this 29th day of March, 2007. 
  

	
	 /s/ Gregory Allen Ball

	Notary Public, State of Texas


  

					
	 AFTER RECORDING RETURN TO:
 ROBERT A. SHERMAN
 POST OFFICE BOX 351
 CARTHAGE, TEXAS 75633
	 	

	 	
		 	 	

  

 DEED OF TRUST — Page 14 








 Personal Property 
 All oil wells, pumping units, casing rods, production tubing, separators, surface flowlines, wellheads, tanks and other equipment incidental to and used
in connection with the production, treating and storing of minerals or the like (including oil and gas) from those certain oil, gas and mineral leases described in this Exhibit ÀA@. 
  

	
	Signed for Identification:
	
	 /s/ DON LAMBERT

	DON LAMBERT, PRESIDENT
	
	 /s/ DOROTHEA KREMPEIN

	DOROTHEA KREMPEIN, VICE PRESIDENT










			
	CUSTOMER:	  	ENERGYTEC INC
		  	FEBRUARY, 2007

  

													
	  	  	 	  	 	  	 	  	 	  	 EXHIBIT “A”

	 LEASE NAME
	  	 COUNTY
 STATE
	  	 OPERATOR
	  	WORKING
INTEREST	  	REVENUE
INTEREST	  	 LPD ID # /
 API #
	  	 OIL/GAS
DISBURSER

	 DRILLAR BOZEMAN 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003383	  	SUNOCO
	 COKER W H 2
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003380	  	SUNOCO
	 KENDRICK LAWYER 2
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003386	  	SUNOCO
	 FORD SIMMS 2
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003382	  	SUNOCO
	 FOSTER DERMOT 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003379	  	SUNOCO
	 LIVINGSTON L H 1A
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003381	  	SUNOCO
	 MORRIS J J 3
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003378	  	SUNOCO
	 KENDRICK M L 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO05 003385	  	SUNOCO
	 HOWLE 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXG05 121295	  	SUNOCO
	 COOK AB 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO05 002858	  	SUNOCO
	 HOWLE A,B
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	SUMMARY	  	SUNOCO
	 ISOM 1
	  	HOPKINS / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO05 002859	  	SUNOCO
	 GRICE W W NO. 22
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7995	  	TXO06 005074	  	SUNOCO
	 BAILEY W F 1
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO06 000869	  	SUNOCO
	 TAYLOR PINKIE 1
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO06 001350	  	SUNOCO
	 CLOVER HILL SCHOOL 1
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.7500	  	TXO06 000868	  	SUNOCO
	 TAYLOR P B3
	  	WOOD/TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO06 001345	  	SUNOCO
	 TAYLOR P A 1A
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO06 012837	  	SUNOCO
	 STONE JOHNSON 1
	  	WOOD / TX	  	COMANCHE WELL SERVICE	  	1.000	  	0.8000	  	TXO06 001342	  	SUNOCO
	 CHRIETZBURG J C 1
	  	WOOD /TX	  	COMANCHE WELL SERVICE	  	1 000	  	0.7300	  	TXO06 001338	  	SUNOCO

  

	
	SIGNED FOR IDENTICATION:
	
	 /s/ DON LAMBERT

	DON LAMBERT, PRESIDENT
	
	 /s/ DOROTHEA KREMPEIN

	DOROTHEA KREMPEIN, VICE PRESIDENT