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200806505 52, ~~548.1-548.6 (the "Oklahoma Act"), hereby vesting in Administrative Agent all of Mortgagor's rights as an interest owner to the continuing security interest in and Lien upon the oil or gas severed or the proceeds of sale. Administrative Agent may, at its option, file the verified notice of Lien in order to perfect such Lien, but shall not be obligated to make such filing and shall not be held liable to Mortgagor for any act or omission pursuant to the Oklahoma Act. ARTICLE IV. Remedies Upon Default Section 4.1. Default. The term "default" as used in this Mortgage shall mean the occurrence of an Event of Default. Upon the occurrence of a default, Administrative Agent at any time and from time to time may without notice to Mortgagor or any other person declare any or all of the secured indebtedness immediately due and payable and all such secured indebtedness shall thereupon be immediately due and payable, without relief from valuation and appraisement Laws and without presentment, demand, protest, notice of protest, declaration or notice of acceleration or intention to accelerate, putting the Mortgagor in default, dishonor, notice of dishonor or any other notice or declaration of any kind, all of which are hereby expressly waived by Mortgagor, and the Liens evidenced hereby shall be subject to foreclosure in any manner provided for herein or provided for by Law as Administrative Agent may elect. Section 4.2. Pre-Foreclosure Remedies. (a) Upon the occurrence ofa default, Administrative Agent is authorized, prior or subsequent to the institution of any foreclosure proceedings, and to the extent allowed by applicable Law, to enter upon the Property, or any part thereof, and to take possession of the Property and all books and records relating thereto, and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection or preservation of the Property. If necessary to obtain the possession provided for above, Administrative Agent may invoke any and all legal remedies to dispossess Mortgagor, including, but not limited to, summary proceeding or restraining order. Mortgagor agrees to peacefully surrender possession of the Property upon default if requested. All costs, expenses and liabilities of every character incurred by Administrative Agent in managing, operating, maintaining, protecting or preserving the Property shall constitute a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Administrative Agent and shall bear interest from date of expenditure until paid at the Default Rate, all of which shall constitute a portion of the secured indebtedness and shall be secured by this Mortgage and by any other instrument securing the secured indebtedness. In connection with any action taken by Administrative Agent pursuant to this Section 4.2, ADMINISTRATIVE AGENT SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM ANY ACT OR OMISSION OF ADMINISTRATIVE AGENT (INCLUDING ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) IN MANAGING THE PROPERTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR BAD FAITH OF ADMINISTRATIVE AGENT, nor shall Administrative Agent be obligated to perform or discharge any obligation, duty or liability of Mortgagor arising under any agreement forming a part of the Property or arising under any Lien permitted under Section 7.01 of the Credit Agreement or otherwise arising. Mortgagor hereby assents to, ratifies and confirms any and all actions of Administrative Agent with respect to the Property taken under this Section 4.2. In addition to the remedies set forth above, Administrative Agent is authorized to enter upon and take possession of any portion of the Property consisting of a leasehold estate or leased premises in order to exercise, without interference from Mortgagor, any and all rights with respect to the leased premises that Administrative Agent has with respect to the Property under this 505901000016 DALLAS 2307301.3 18 [MULTI STATE MORTGAGE]