Common use of Indebtedness Secured Clause in Contracts

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (the "Indebtedness"): (a) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest (including, without limitation, interest accruing after the maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (c) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. This Mortgage The security interest granted hereby is executed and delivered by the Mortgagor to secure and enforce the following (the "Indebtedness"): payment in full of (a) Payment of and performance of any and all indebtednesssums from time to time due from Debtor to Lender, obligations and liabilities, including interest (including, without limitation, interest accruing after any instruments evidencing the maturity indebtedness of the Loans made by each Debtor to Lender and interest accruing after the filing full and complete performance of any petition in bankruptcy, all agreements and documents executed or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors delivered pursuant to the Credit Agreement any indebtedness due from Debtor to Lender, all as same may be amended, modified or any other Loan Documentextended from time to time, whether now existing or hereafter arising and being in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant Debtor, whether evidenced by instruments executed by Debtors or not, payable and owing to the provisions of this Mortgage. (c) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to Lender as provided by the terms of any present such instrument, (c) all advances made by Lender to discharge taxes or future interest rate levies on, or currency swapmade for repairs to, rate capmaintenance of, rate flooror insurance on, rate collarthe Collateral, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (d) Payment all money or other credit heretofore and hereafter advanced by Lender to or for the account of Debtor, (e) all other present or future, direct or contingent, liabilities of Debtor to Lender of any nature whatsoever, and (f) all costs and expenses incurred in the collection of the foregoing, including representation in any bankruptcy proceedings, including reasonable attorney’s fees (all of the above being referred to, collectively, as the “Obligations”). It is the true, clear, and express intention of Debtor that the continuing grant of this security interest remain as security for payment and performance of any and all present the Obligations, whether now existing, or future obligations which may hereinafter be incurred, or whether or not contemplated by the parties at the time of the Obligors and their Subsidiaries according granting of this security interest. The notice of the continuing grant of this security interest, therefore, shall not be required to be stated on the terms face of any present or future swap agreementsdocument representing any Obligations, cap, floor, collar, forward agreement or other exchange or protection agreements relating nor otherwise identify it as being secured hereby. Any Obligations shall be deemed to crude oil, natural gas or other hydrocarbons or commodities or any option with respect have been made pursuant to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms Section 400.9-204 of the Credit AgreementUniform Commercial Code of Missouri. This Security Agreement shall terminate, and the security interest and liens granted hereunder shall terminate, upon Debtor’s repayment in full to Lender of the Obligations. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. This Mortgage The security interest granted hereby is executed and delivered by the Mortgagor to secure and enforce the following payment in full of (the "Indebtedness"): (ai) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest (including, without limitation, interest accruing after the maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating sums from time to time due from Debtor to the ObligorsBank, whether any instruments evidencing the indebtedness of Debtor to the bank and the full and complete performance of all agreements and documents executed or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors delivered pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant indebtedness due from Debtor to the Credit Agreement). (b) Any sums which Bank all as same may be advanced amended, modified or paid by the Mortgagee or extended from time to time, (ii) any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant Debtor, whether evidenced by instruments executed by Debtor or not, payable and owing to the provisions of this Mortgage. (c) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to Bank as provided by the terms of any such instrument (iii) all advances made by the Bank to discharge taxes or levies on, or made for repairs to, maintenance of, or insurance of, the Collateral, (iv) all money or other credit heretofore and hereafter advanced by the Bank to or for the account of Debtor, (v) all other present or future future, direct or contingent, liabilities of Debtor to the Bank of any nature whatsoever and (vi) all costs and expenses incurred in the collection of the foregoing, including representation in any bankruptcy proceedings, including attorney's fees. It is the true, clear, and express intention of the Debtor that the continuing grant of this security interest rate remain as security for payment and performance of the indebtedness secured hereby, whether now existing, or currency swapwhich may hereinafter be incurred, rate capor whether or not contemplated by the parties at the time of the granting of this security interest. The notice of the continuing grant of this security interest, rate floortherefore, rate collar, forward rate agreement or other exchange or rate protection agreements or shall not be required to be stated on the face of any option with respect to document representing any such transaction now existing indebtedness, nor otherwise identify it as being secured hereby; and if such indebtedness shall remain, or hereafter entered into between become that of less than all of the Debtors herein, any Obligor Debtor not liable therefrom hereby expressly hypothecates his, her, its, or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only their ownership interest in the collateral to the extent that required to satisfy said 4 Indebtedness, without restriction, or limitation. Any such agreements are permitted by the terms Indebtedness shall be deemed to have been made pursuant to Section 400.9-204(5) of the Credit AgreementUniform Commercial Code of Missouri. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to Mortxxxxx xx secure and enforce the following (the "Indebtedness"): (a) (i) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest (including, without limitation, interest accruing after the maturity liabilities of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors Borrower pursuant to the Credit Agreement or any other Loan DocumentAgreement, whether now existing or hereafter arising arising, including without limitation, the promissory notes executed by the Borrower payable to the order of the Lenders and being in the original aggregate principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) 75,000,000 with final maturity on or before March 31August 1, 2003 2003, and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, (unless otherwise amended pursuant to ii) all reimbursement obligations under any Letters of Credit issued under the Credit Agreement), and (iii) the obligations of the Mortgagor under that certain Guaranty Agreement dated as of even date herewith by Mortxxxxx xx favor of the Agent and the Lenders. (b) Any sums which may be advanced or paid by Agent and/or the Mortgagee or any Lender Lenders under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan DocumentAgreement; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Agent and/or the Lenders to the Borrower or the Mortgagor. It is contemplated that Agent and/or the Lenders may lend additional sums to (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Borrower according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor the Borrower and any Lender (or any an Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (de) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Borrower according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor the Borrower and any Lender (or any an Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (ef) Performance Payment of and performance of any and all Letter other indebtedness, obligations and liabilities of Credit Agreements issued from time to time under or pursuant any kind of Borrower to the Credit Agreement Agent and/or the Lenders, now or hereafter existing, arising directly between the Borrower, the Agent and/or the Lenders or acquired outright, as a participation, conditionally or as collateral security from another by the Lenders, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Lenders of the Borrower as a member of any partnership, syndicate, association or other group, and whether incurred by the Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise. (g) Payment and performance of any and all reimbursement obligations for drawn judgements, decrees, awards and orders arising from or undrawn portions under relating to any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreementforegoing Sections 1.03(a) through (f). (h) Indebtedness shall not exceed at any one time the sum of $75,000,000, which shall constitute the maximum amount at any time secured hereby.

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (the "Indebtedness"): (a) Payment of and performance The Security Interest secures payment of any and all indebtedness, and performance of all obligations and liabilitiesagreements, including interest (including, without limitation, interest accruing after the maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating Debtor to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit Agreement or any other Loan DocumentSecured Party, whether now existing or hereafter arising incurred or arising, of every kind and being character, primary or secondary, direct or indirect, absolute or contingent, sole, joint or several, and whether such indebtedness is from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, including, without limitation: (a) all Advances; (b) all interest which accrues on any such indebtedness, until payment of such indebtedness in the original principal amount full, including, without limitation, all interest provided for under this Agreement; (c) all other monies payable by Debtor, and all obligations and agreements of up Debtor to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31Secured Party, 2003 (unless otherwise amended pursuant to the Credit Agreement). Transaction Documents; (bd) Any sums all debts owed, or to be owed, by Debtor to others which Secured Party has obtained, or may be advanced obtain, by assignment or paid otherwise; (e) all monies payable by the Mortgagee or any Lender under the terms hereof or Third Party, and all obligations and agreements of any Third Party to Secured Party, pursuant to any of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the ObligorsTransaction Documents; (f) all monies due, as applicableand to become due, pursuant to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan DocumentSection 7.3; and (g) all other indebtedness obligations arising under that certain unlimited continuing guaranty of Debtor to Secured Party dated July 27, 20000, wherein Debtor unconditionally guaranteed the Mortgagor arising pursuant full and prompt payment to the provisions of this Mortgage. (c) Payment of and performance Secured Party when due, whether by acceleration or otherwise, of any and all present indebtedness (as defined in such guaranty) of Continental Systems to Secured Party, as such guaranty may be modified, reaffirmed or future otherwise amended from time to time; and (h) the obligations of Continental Systems in favor of Secured Party under the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Master Agreement. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according 5. A new SECTION 5 shall be added to the terms of any present or future swap agreementsAgreement, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.shall be read in its entirety as follows:

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (the "Indebtedness"): (a) Payment of and performance The Security Interest secures payment of any and all indebtedness, and performance of all obligations and liabilitiesagreements, including interest of Debtor to Secured Party (including, without limitation, interest accruing after the maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit Agreement or any other Loan Document"Indebtedness"), whether now existing or hereafter arising incurred or arising, of every kind and being in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) character, primary or secondary, direct or indirect, absolute or contingent, sole, joint or several, matured or unmatured, whether such Indebtedness was originally contracted with final maturity on Secured Party or before March 31with another or others, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced whether or paid not such Indebtedness is evidenced by the Mortgagee a negotiable or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (c) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement nonnegotiable instrument or other exchange writing, whether such Indebtedness is contracted by Debtor alone or rate protection agreements by Debtor jointly and severally with another or any option with respect to any others, and whether such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued Indebtedness is from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, including, without limitation: (a) Indebtedness arising in connection with that certain Term Note between Debtor and Secured Party, dated the date hereof ("Term Note"); (b) all interest which accrues on any such Indebtedness, until payment of such Indebtedness in full, including, without limitation, all interest provided for under the Term Note; (c) all other monies payable by Debtor, and all obligations and agreements of Debtor to Secured Party, pursuant to any other documents or agreements executed by Debtor in connection with or relating to the Term Note ("Transaction Documents"); (d) all debts owed, or to be owed, by Debtor to others which Secured Party has obtained, or may obtain, by assignment or otherwise; (e) all monies payable by any indorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any such Indebtedness ("Third Party"), and all obligations and agreements of any Third Party to Secured Party, pursuant to any of the Transaction Documents; (f) all fees payable by Debtor or any Third Party pursuant to the Credit Agreement Term Note or any of the Transaction Documents; and (g) all reimbursement obligations for drawn or undrawn portions under any Letter extensions, renewals and replacements of Credit now outstanding or hereafter issued under or pursuant to all of the Credit Agreementforegoing.

Indebtedness Secured. This Second Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (collectively, the "Indebtedness"): (a) Payment of Full payment and performance of any all indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of the Amended and Restated Subordinated Credit Agreement; (b) Full payment and performance of all indebtednesspromissory notes, obligations letters of credit, or other evidences of indebtedness issued from time to time pursuant to the Amended and liabilitiesRestated Subordinated Credit Agreement, including interest (including, without limitation, interest accruing after those certain promissory notes having a maturity date of , 2006; (c) All indebtedness and other obligations now or hereafter incurred or arising pursuant to the guarantee by the Guarantors in favor of Agent and the Lenders pursuant to the Amended and Restated Subordinated Credit Agreement, pursuant to which guarantee the Guarantors have guaranteed the prompt payment at maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being Subordinated Obligations (as defined in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Amended and Restated Subordinated Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (cd) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor or any Credit Party according to the terms of any present or future interest rate or currency rate swap, rate cap, rate floor, rate collar, exchange transaction, forward rate agreement agreement, or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor Mortgagor or any Subsidiary of an Obligor Credit Party, on the one hand, and any party that was a Lender (or any Affiliate of a Lender) at the time such Lender)transaction was entered into, but only to on the extent that such agreements are permitted by the terms of the Credit Agreement.other; (de) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor or any Credit Party according to the terms of any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement agreement, or other exchange or protection agreements relating to crude oilHydrocarbons, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor Mortgagor or any Subsidiary of an Obligor Credit Party, on the one hand, and any party that was a Lender (or any Affiliate of a Lender) at the time such Lender)transaction was entered into, on the other; and (f) Without limiting the generality of the foregoing, all post-petition interest, expenses, and other duties and liabilities with respect to indebtedness or other obligations described in the foregoing subsections (a) through (f) of this Section 1.03, which would be owed but only for the fact that such duties and liabilities are unenforceable or not allowable due to the extent that such agreements are permitted by the terms existence of the Credit Agreementa bankruptcy, reorganization, or similar proceeding. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (collectively, the "“Indebtedness"”): (a) Payment of Full payment and performance of any all indebtedness and other obligations now or hereafter incurred or arising pursuant to the provisions of the Second Amended and Restated Credit Agreement; (b) Full payment and performance of all indebtednesspromissory notes, obligations letters of credit, or other evidences of indebtedness issued from time to time pursuant to the Second Amended and liabilitiesRestated Credit Agreement, including interest (including, without limitation, interest accruing after those certain promissory notes having a maturity date of , 2006; (c) All indebtedness and other obligations now or hereafter incurred or arising pursuant to the guarantee by the Guarantors in favor of Administrative Agent and the Lenders pursuant to the Second Amended and Restated Credit Agreement, pursuant to which guarantee the Guarantors have guaranteed the prompt payment at maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being Obligations (as defined in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Second Amended and Restated Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (cd) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor or any Credit Party according to the terms of any present or future interest rate or currency rate swap, rate cap, rate floor, rate collar, exchange transaction, forward rate agreement agreement, or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor Mortgagor or any Subsidiary of an Obligor Credit Party, on the one hand, and any party that was a Lender (or any Affiliate of a Lender) at the time such Lender)transaction was entered into, but only to on the extent that such agreements are permitted by the terms of the Credit Agreement.other; (de) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor or any Credit Party according to the terms of any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement agreement, or other exchange or protection agreements relating to crude oilHydrocarbons, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor Mortgagor or any Subsidiary of an Obligor Credit Party, on the one hand, and any party that was a Lender (or any Affiliate of a Lender) at the time such Lender)transaction was entered into, on the other; and (f) Without limiting the generality of the foregoing, all post-petition interest, expenses, and other duties and liabilities with respect to indebtedness or other obligations described in the foregoing subsections (a) through (f) of this Section 1.03, which would be owed but only for the fact that such duties and liabilities are unenforceable or not allowable due to the extent that such agreements are permitted by the terms existence of the Credit Agreementa bankruptcy, reorganization, or similar proceeding. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. 1.01. This Mortgage conveyance is executed and delivered by the Mortgagor made in trust to secure and enforce the payment and performance of all of the following obligations (herein collectively called the "Indebtedness"):); (a) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest (including, without limitation, interest accruing after the maturity of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors A. All sums due pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being that certain Commercial/Real Estate Note in the original principal amount of up $4,000,000.00 (herein called the "Note"), dated March 31, 1995, executed by Grantor, payable to two hundred fifty million United States Dollars the order of First Interstate Bank of Texas, N.A., (US $250,000,000) said party or any subsequent owner or holder of the Note being herein called "Beneficiary"), whose address is as specified below, bearing interest at the rates therein stated with final maturity on being as therein provided, the Note providing, that if default occurs, the unpaid principal thereof and all accrued unpaid interest thereon may, at Beneficiary's option, be declared due and payable prior to the stated maturity thereof and providing further for the payment of attorneys' fees and other expenses of collection under certain circumstances; B. All funds advanced by Beneficiary to or before March 31for the benefit of Grantor pursuant hereto, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; document securing or relating to the Indebtedness, or otherwise and all other indebtedness debts, obligations and liabilities of Grantor to Beneficiary of whatever kind or C. All renewals, rearrangements and extensions of any of the Mortgagor arising pursuant to the provisions of this Mortgageforegoing. (c) Payment of and performance of any and all present 1.02. The Indebtedness shall be payable at the address specified in the Note or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or at such other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued place as Beneficiary may from time to time under hereafter designate in writing; and, unless otherwise expressly provided in the instruments evidencing the Indebtedness, all portions of the Indebtedness shall bear interest from the due date thereof until paid at the same rate per annum as provided in the Note for interest accruing on past due amounts. 1.03. All payments received by Beneficiary, whether designated as payments of principal or pursuant interest, shall be applied to the Credit Agreement and all reimbursement obligations principal or interest of the Indebtedness or to expenses provided for drawn herein, or undrawn portions under any Letter combination of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreementforegoing, as directed by Beneficiary at Beneficiary's option, exercised in its sole discretion.

Indebtedness Secured. This Mortgage has been given and is executed and delivered by the Mortgagor intended to secure the full and enforce prompt payment and performance of the following Obligations and constitutes a future advance mortgage under K.S.A. §58-2336. This Mortgage secures future advances from the Banks to Borrower or Other Borrower and other future obligations of Borrower and/or Other Borrower to the Banks and the Agent pursuant to the Credit Documents; provided, however, that, notwithstanding anything to the contrary in this Mortgage, (i) the maximum aggregate principal balance secured hereby shall not exceed $300,000 (the "IndebtednessMaximum Amount Secured"): ), and (aii) Payment payments made on account of the obligations secured hereby or any portion thereof, whether in the ordinary course, as prepayments or otherwise, shall not reduce the Maximum Amount Secured unless the aggregate principal amount of obligations secured hereby is less than the Maximum Amount Secured. The priority of the lien hereunder securing such future advances and performance future obligations shall relate back to the date this Mortgage was recorded. In addition, the Mortgage shall secure unpaid balances of advances made by Agent or any Bank with respect to the Property, for the payment of Impositions, as hereinafter defined, insurance premiums and all indebtednesscosts incurred for the protection of the Property and any charges, obligations expenses and liabilitiesfees, including interest (including, without limitation, interest accruing after attorneys' fees, which, by the maturity terms hereof, shall be added to and increase the Obligations. Borrower agrees that all of the Loans made by each Lender duties and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligorsobligations imposed on it hereunder, whether absolute or not a claim contingent, due or to become due, are for post-filing or post-petition interest is allowed in such proceeding) the reasonable protection of the Obligors pursuant to the Credit Agreement or any other Loan Document, whether now existing or hereafter arising and being in the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions lien of this Mortgage. (c) Payment of . This Mortgage shall remain in full force and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option effect with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary all of an Obligor the Property until all Obligations shall have been paid and any Lender (or any Affiliate of such Lender), but only to performed in full. If the extent that such agreements Obligations are permitted by paid and performed in accordance with the terms of the applicable Credit Agreement. (d) Payment Documents, including, without limitation, the observance of and performance all the agreements contained in this Mortgage, this Mortgage shall be released at the expense of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities Borrower. Borrower acknowledges that nothing in this Section 1 obligates Agent or any option with respect Bank to any such transaction now existing or hereafter entered into between any Obligor make future advances to Borrower or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreementother Person. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.

Indebtedness Secured. This Mortgage is executed and delivered by the Mortgagor to secure and enforce the following (the "IndebtednessINDEBTEDNESS"): (a) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest (including, without limitation, interest accruing after the maturity liabilities of the Loans made by each Lender and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors Mortgagor pursuant to the Credit Agreement or any other Loan DocumentAgreement, whether now existing or hereafter arising arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the original aggregate principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) 75,000,000 together with interest at the rate set forth on the Credit Agreement, with final maturity on or before March 31February 9, 2003 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (unless otherwise such notes, as from time to time supplemented, amended pursuant to or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the Credit Agreement"NOTE"). (b) Any sums which may be advanced or paid by the Mortgagee or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan DocumentAgreement; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and Mortgagor agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor Mortgagor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit AgreementMortgagee. (de) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor Mortgagor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit AgreementMortgagee. (ef) Performance of all Letter of Credit Agreements issued executed from time to time by Mortgagor under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by Mortgagor as principal, surety, endorser, guarantor, accommodation party or otherwise.

Indebtedness Secured. This Mortgage The security interest in, general lien upon, and right of set-off against the Collateral is executed and delivered by the Mortgagor granted to Secured Party to secure and enforce the following (all of which is herein called the "Indebtedness"): (a) Payment of the prompt and unconditional payment and performance when due of any and all indebtedness, obligations and liabilitiesliabilities of Debtor or Temtex to Secured Party (including all claims of every nature and description of Secured Party against Debtor or Temtex), now or hereafter existing or arising, absolute or contingent, direct or indirect, joint and/or several, secured or unsecured, due or to become due, whether originally contracted with Secured Party or acquired in any manner (including by way of participation) by Secured Party including indebtedness, obligations and liabilities of Debtor or Temtex to Secured Party as a member of any partnership, syndicate, association or other group, and whether incurred by Debtor or Temtex as principal, surety, endorser, guarantor, accommodation party or otherwise; (b) the reimbursement when due of all amounts which might be advanced by Secured Party to satisfy amounts required to be paid by Debtor under this Security Agreement or under any other instrument at any time executed in connection with or as security for the payment of any part of the Indebtedness or any amount secured hereby or to pay any taxes, insurance premiums, liens, claims and charges against any or all of the Collateral, or any properties covered by any instrument executed or to be executed by Debtor to secure any part of the Indebtedness or any amount secured hereby, together with interest thereon to the extent provided; (c) the reimbursement and payment by Debtor or Temtex of all advances, charges, costs and expenses (including attorneys' fees and legal expenses) incurred by Secured Party in connection with the transaction which gives rise to this Security Agreement, in connection with any of the Indebtedness or any amount secured hereby and in exercising any right, power or remedy conferred by this Security Agreement or by law (including, without limitationbut not limited to attorneys fees and legal expenses incurred by Secured Party in connection with the operation, interest accruing after the maturity maintenance or foreclosure of any or all of the Loans made Collateral); and (d) the performance and payment by each Lender and interest accruing after the filing Debtor of any petition all its obligations in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Obligors pursuant to the Credit this Security Agreement or any other Loan Document, whether document or agreement now existing or hereafter arising and being executed in connection with or as security for any part of the original principal amount of up to two hundred fifty million United States Dollars (US $250,000,000) with final maturity on or before March 31, 2003 (unless otherwise amended pursuant to the Credit Agreement). (b) Any sums which may be advanced or paid by the Mortgagee Indebtedness or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor or the Obligors, as applicable, to comply with the covenants of the Mortgagor or the Obligors, as applicable, contained herein or in the Credit Agreement or any other Loan Document; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgageamount secured hereby. (c) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (d) Payment of and performance of any and all present or future obligations of the Obligors and their Subsidiaries according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or commodities or any option with respect to any such transaction now existing or hereafter entered into between any Obligor or any Subsidiary of an Obligor and any Lender (or any Affiliate of such Lender), but only to the extent that such agreements are permitted by the terms of the Credit Agreement. (e) Performance of all Letter of Credit Agreements issued from time to time under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement.