Common use of Secured Indebtedness Clause in Contracts

Secured Indebtedness. This Mortgage is given to secure the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage is given to secure the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors each Mortgagor according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors any Mortgagor, on the one hand and MortgageeMortgagee on the other hand; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the applicable Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors each Mortgagor now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements or otherwise (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "“Secured Indebtedness"”). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage is given executed and delivered --------------------- by the Mortgagor to secure and enforce the Loans payment and all performance of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest on all credit outstanding (including, without limitation, interest accruing after the maturity of the "Loans" (as defined in the hereinafter defined Credit Agreement) 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 Parent, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Parent whether now existing or hereafter arising under or in connection with that certain Credit Agreement dated as of January 27, 2003, by and among Parent, Wachovia Bank, National Association, as Administrative Agent (in such capacity, the Credit Agreements "Agent") and the June 2005 Lenders (as amended by First Amendment to Credit AgreementsAgreement dated as of January 27, 2003, and as applicablethe same may from time to time be further amended or supplemented, at the rates provided "Credit Agreement") or any other "Loan Document" (as defined in the Credit Agreements; (b) the ObligationsAgreement), including, without limitation, the indebtedness evidenced by "Notes" (as defined in the Note Credit Agreement) in the aggregate original principal amount of $300,000,000 with final maturity on or before January 27, 2006. (b) Payment and performance of any and all indebtedness, obligations and liabilities of Energy, Nance, Operating and NPC whether now existing or hereafter axxxxxg under or in connection with the June 2005 Note;"Guaranty Agreement" (as defined in the Credit Agreement). (c) payment Any sums which may be advanced or paid by the Agent or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor to comply with the covenants of the Mortgagor 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. (d) Payment of and performance of any and all present and or future obligations of Mortgagors the Mortgagor according to the terms of any present or future hedge transactioninterest rate or currency swap, includingrate cap, without limitationrate 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 the Mortgagor and any Lender (or any Affiliate of such Lender). (e) Payment of and performance of any and all present or future obligations of the Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagors the Mortgagor and Mortgagee;any Lender (or any Affiliate of such Lender). (df) Performance of all "Letter of Credit Agreements" (as defined in the Credit Agreement) executed from time to time by the Parent or any sums advanced as expenses Subsidiary of the Parent under or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr and all reimbursement obligations for drawn or undrawn portions under any June 2005 "Letter of Credit" (as defined in the Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing outstanding or hereafter arising in connection with any of issued under or pursuant to the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit AgreementsAgreement.

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereafter called this "Mortgage") is given made to secure and enforce the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: payment of: (a) interest on all credit outstanding under the Credit Agreements obligations, indebtedness and liabilities evidenced by that certain consolidated, Amended and Restated Promissory Note, dated December 2, 1997 made by Grantor, and payable to the June 2005 Credit Agreementsorder of LaSalle National Bank, as applicableTrustee for UBS Mortgage Finance, at the rates provided in the Credit Agreements; Inc. (b) the Obligations"UBS"), including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus with interest thereon at the rate set forth in Section 1.1(a) or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on December 2, 2004, such note containing a provision for the payment of the Note and Section 1.1(a) of the June 2005 Note, a reasonable additional amount as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3attorney's fees, and all renewalsother notes given in substitution therefor or in modification, refinancingsincrease, extensions and modifications renewal or extension thereof, and all substitutions therefor, in whole or in part, are herein sometimes being hereinafter collectively called the "Note", and UBS and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "Beneficiary"; and (b) all indebtedness incurred or arising pursuant to the provisions of this Mortgage, that certain Amended and Restated Loan Agreement (hereinafter called the "Loan Agreement") dated as of December 2, 1997 between UBS and Grantor, the Security Documents (as defined in the Loan Agreement) or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof. The indebtedness referred to as in this Paragraph -is hereinafter sometimes called the "Secured Indebtednesssecured indebtedness" or the "). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreementsindebtedness secured hereby.""

Secured Indebtedness. 2.1 This Mortgage is given to secure the Loans payment and all performance of the Obligations under following indebtedness, obligations and as described in the Credit Agreements and the June 2005 Credit Agreementsliabilities, including, without limitationto wit: (a) interest on all credit outstanding under That certain Revolving Note, dated April 1, in the Credit Agreements original principal amount of TWENTY-FIVE MILLION and the June 2005 Credit AgreementsNo/100 Dollars ($25,000,000.00), executed by Grantor, as applicablemaker, at payable to the rates order of Bank, bearing interest as provided in therein and containing usual and customary provisions for collection and attorneys' fees (hereinafter referred to as the Credit Agreements"Note"), and any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for the Note, or any part thereof; (b) All indebtedness, obligations and liabilities of Grantor arising pursuant to the Obligationsprovisions of any loan agreement, whether now existing or hereafter arising, executed or to be executed by and between Grantor and Bank, including, without limitation, the indebtedness evidenced by the Note Loan Agreement, and the June 2005 Noteall supplements, amendments, restatements, modifications and replacements thereof or therefor, together with any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for any such indebtedness, obligations and liabilities, or any part thereof; (c) payment All indebtedness, obligations and performance liabilities arising pursuant to the provisions of this Mortgage, and any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transactionother mortgages, includingindentures, without limitation, any present or future swap security agreements, cappledge agreements, floorcollateral mortgages, collarcollateral chattel mortgages, exchange transactionassignments, forward agreement or other exchange or protection agreements relating to any such transaction conveyances, whether now existing or hereafter entered into between Mortgagors arising, and Mortgageeall supplements, amendments, restatements, modifications and replacements thereof or therefor, executed or to be executed by Grantor or any guarantor of the Secured Indebtedness to secure the Secured Indebtedness, or for the use and benefit of Bank, together with any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for any such indebtedness, obligations and liabilities, or any part thereof (hereinafter collectively referred to as the "Security Instruments"); (d) All loans and advances which Bank may hereafter make to Grantor, and any sums advanced as expenses or costs incurred byand all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of any and all such loans and advances, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursedpart thereof; and (e) all All other and additional debts, obligations and liabilities of every kind and character of Mortgagors Grantor, now existing or hereafter arising in connection favor of Bank, regardless of whether such debts, obligations and liabilities are direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent, and regardless of whether such present or future debts, obligations and liabilities may, prior to their acquisition by Bank, be or have been payable to, or be or have been in favor of, some other persons or have been acquired by Bank in a transaction with one other than Grantor, together with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancingsincreases, refundings, substitutions, replacements, consolidations and/or extensions of or for any and modifications thereofall such debts, obligations, and liabilities, or any part thereof (it being contemplated that Bank may lend additional sums of money to Grantor from time to time, but shall not be obligated to do so, and that all substitutions therefor, in whole or in part, are herein sometimes referred to as such additional sums and loans shall be part of the "Secured Indebtedness"" as hereinafter defined). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Deed of Trust, Mortgage and Security -------------------- Agreement (hereinafter called this "Deed of Trust") is given made to secure and enforce the Loans and all payment of the Obligations under following note, obligations, indebtedness and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: liabilities: (a) one certain promissory note of even date herewith in the principal amount of $35,900,000, made by Grantor, and payable to the order of GUARANTY FEDERAL BANK, F.S.B., a federal savings bank, with interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on that date which is twelve (12) months from the date thereof, and containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter called the Credit Agreements; "Note", and said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "Noteholder"; and (b) the Obligations, including, without limitation, the indebtedness evidenced all loans and future advances made by the Note and the June 2005 Note; (c) payment and performance of any Noteholder to Grantor and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors Grantor now existing or hereafter arising existing in connection with any favor of the Credit Agreements Noteholder as incurred or arising pursuant to the provisions of this Deed of Trust or any loan agreement relating to the above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof, whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to the June 2005 Credit Agreements (all of Noteholder or to a third party and subsequently acquired by the Noteholder and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Noteholder in further sum or sums. The indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein Paragraph is hereinafter sometimes referred to as called the "Secured Indebtednesssecured indebtedness" or the "). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreementsindebtedness secured hereby."

Secured Indebtedness. This Mortgage is given executed and delivered --------------------- by the Mortgagor to secure and enforce the Loans payment and all performance of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) Payment of and performance of any and all indebtedness, obligations and liabilities, including interest on all credit outstanding (including, without limitation, interest accruing after the maturity of the "Loans" (as defined in the hereinafter defined Credit Agreement) 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 Parent, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Parent whether now existing or hereafter arising under or in connection with that certain Amended and Restated Credit Agreement dated as of April 7, 2005, by and among Parent, Wachovia Bank, National Association, as Administrative Agent (in such capacity, the Credit Agreements "Agent") and the June 2005 Lenders as the same may from time to time be amended or supplemented, the "Credit Agreements, Agreement") or any other "Loan Document" (as applicable, at the rates provided defined in the Credit Agreements; (b) the ObligationsAgreement), including, without limitation, the indebtedness evidenced by "Notes" (as defined in the Note Credit Agreement) in the aggregate original principal amount of $500,000,000 with final maturity on or before April 7, 2010. (b) Payment and performance of any and all indebtedness, obligations and liabilities of Energy, Nance and NPC whether now existing or hereafter arising under or in xxxxection with the June 2005 Note;"Guaranty Agreement" (as defined in the Credit Agreement). (c) payment Any sums which may be advanced or paid by the Agent or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor to comply with the covenants of the Mortgagor 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. (d) Payment of and performance of any and all present and or future obligations of Mortgagors the Mortgagor according to the terms of any present or future hedge transactioninterest rate or currency swap, includingrate cap, without limitationrate 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 the Mortgagor and any Lender (or any Affiliate of such Lender). (e) Payment of and performance of any and all present or future obligations of the Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagors the Mortgagor and Mortgagee;any Lender (or any Affiliate of such Lender). (df) Performance of all "Letter of Credit Agreements" (as defined in the Credit Agreement) executed from time to time by the Parent or any sums advanced as expenses Subsidiary of the Parent under or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr and all reimbursement obligations for drawn or undrawn portions under any June 2005 "Letter of Credit" (as defined in the Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing outstanding or hereafter arising in connection with any of issued under or pursuant to the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit AgreementsAgreement.

Secured Indebtedness. This conveyance is intended to be and is a real property Mortgage and a "Security Agreement" governed by the laws of the State of Florida concerning mortgages and the Uniform Commercial Code as adopted in Florida, and is given intended to secure the Loans and all payment of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: following (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS ): A. The existing indebtedness represented by that certain promissory note (the "Note") of date even herewith for the sum of FOUR HUNDRED FIFTY THOUSAND AND MORTGAGEENO/100 DOLLARS ($450,000.00) made by the Mortgagor payable to the order of Mortgagee with interest from date until paid at the rate therein specified, the lien granted hereunder shall only serve said principal and interest payable in the manner and upon the terms, provisions and conditions set forth in the Note, together with any and all renewals, extensions, modifications, consolidations and extensions thereof; B. Such future or additional advances as may be made by Mortgagee at the option of Mortgagee to encumber the properties described in Exhibit A until Mortgagor, and also, the payment in full by Mortgagors to Mortgagee of any and all notes, liabilities, and obligations of the Mortgagor to Mortgagee, its successors or assigns, whether as maker, endorser, guarantor or otherwise, and whether such notes, liabilities or obligations, or any of them, be now in existence or accrue or arise hereafter, or be now owned or held by Mortgagee, or be acquired hereafter, it being the intent and purpose of the Mortgagor to secure, by the Mortgage, all notes, claims, demands, liabilities and obligations which Mortgagee, its successors or assigns, may have, hold or acquire at any time during the life of this Mortgage against the Mortgagor. Provided that, notwithstanding the foregoing, the total of all amounts secured hereby shall not exceed at any one time the sum of NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($900,000.00); and provided, further, that all such advances, notes, claims, demands or liabilities and obligations secured hereby be incurred or arise or come into existence either on or prior to the date of this Mortgage, or on or before twenty (20) years after the date of this Mortgage or within such lesser period of time as may hereafter be provided by law as a prerequisite for the sufficiency of actual notice or record notice of such advances, notes, claims, demands or liabilities and obligations as against the rights of creditors or subsequent purchasers for a valuable consideration. The Mortgagor hereby waives, on behalf of himself and his successors and assigns, the right to file for record a notice limiting the maximum principal amount which may be secured by this Mortgage as provided for in Florida Statutes 697.04(1)(b); and C. The compliance with all the covenants, agreements and stipulations of this Mortgage, the Note, and any and all documents or instruments evidencing, securing or otherwise executed in connection with the Secured Indebtedness arising under the Credit AgreementsIndebtedness.

Secured Indebtedness. This Deed of Trust, Mortgage and Security Agreement (hereinafter called this "MORTGAGE") is given made to secure and enforce the Loans and all payment of the Obligations under following note, obligations, indebtedness and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: liabilities: (a) one certain promissory note of even date herewith in the principal amount of Seventeen Million and No/100 Dollars ($17,000,000.00) made by Grantor, and payable to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation, with interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon, and containing a provision for the payment of a reasonable additional amount as attorney's fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter called the Credit Agreements; "NOTE", and said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the "secured indebtedness" (as hereinafter defined) being hereinafter called the "NOTEHOLDER"; and (b) the Obligations, including, without limitation, the indebtedness evidenced all loans and future advances made by the Note and the June 2005 Note; (c) payment and performance of any Noteholder to Grantor and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and arid liabilities of every kind and character of Mortgagors Grantor now existing or hereafter arising existing in connection with any favor of the Credit Agreements Noteholder (including all indebtedness incurred or arising pursuant to the provisions of this Mortgage or any loan agreement relating to the above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof) whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and the June 2005 Credit Agreements (all of the whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, .guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Noteholder in further sum or sums. The indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein Paragraph is hereinafter sometimes referred to as called the "Secured IndebtednessSECURED INDEBTEDNESS" or the "). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit AgreementsINDEBTEDNESS SECURED HEREBY."

Secured Indebtedness. This Mortgage is given executed and delivered by the Mortgagor to secure and enforce the Loans payment and all performance of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) Payment of and performance of any and all indebtedness, obligations and liabilities, whether now in existence or hereafter arising, whether by acceleration or otherwise, including the principal of, interest on (including, without limitation, interest accruing after the maturity of the “Loans” (as defined in the hereinafter defined Credit Agreement) 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 Mortgagor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) of the Mortgagor and all credit outstanding other amounts, payments and premiums due under or in connection with that certain Third Amended and Restated Credit Agreement dated as of the Credit Agreements Effective Date, by and the June 2005 Credit Agreementsamong Mortgagor, Wachovia Bank, National Association, as applicableAdministrative Agent (in such capacity, at the rates together with its successors in such capacity, by operation of law or as otherwise provided in the hereinafter defined Credit Agreements; Agreement, the “Agent”) and the Lenders from time to time party thereto, and as the same may from time to time be amended or supplemented, the “Credit Agreement”) or any other “Loan Document” (b) as defined in the ObligationsCredit Agreement), including, without limitation, the indebtedness evidenced by “Notes” (as defined in the Note Credit Agreement) in the aggregate original principal amount of $678,000,000 with final maturity on or before July 31, 2012, and further including any additional Loans or any increases to the June 2005 Note;Loans which may be made pursuant to the Credit Agreement; provided, the Lenders have no obligation to make any such additional Loans or increase. (b) Payment and performance of any and all indebtedness, obligations and liabilities of any Guarantor (as defined in the Credit Agreement) whether now existing or hereafter arising under or in connection with the “Guaranty Agreement” (as defined in the Credit Agreement). (c) payment Any sums which may be advanced or paid by the Agent or any Lender under the terms hereof or of the Credit Agreement or any Loan Document on account of the failure of the Mortgagor to comply with the covenants of the Mortgagor 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. (d) Payment of and performance of any and all present and or future obligations of Mortgagors the Mortgagor according to the terms of any present or future hedge transactioninterest rate or currency swap, includingrate cap, without limitationrate 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 the Mortgagor and any Lender or any Affiliate (as defined in the Credit Agreement) of such Lender. Houston 3941837v.4 (e) Payment of and performance of any and all present or future obligations of the Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagors the Mortgagor and Mortgagee;any Lender or any Affiliate of such Lender. (df) Performance of all “Letter of Credit Agreements” (as defined in the Credit Agreement) executed from time to time by Mortgagor or any sums advanced as expenses Subsidiary of the Mortgagor under or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any “Letter of this Mortgage Credit” (as defined in the Credit Agreement) now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) All renewals, extensions, amendments, increases and changes of, or substitutions or replacements for, all or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all part of the obligations and indebtedness referred to described under paragraphs (a) through (f) in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit AgreementsSection 1.3.

Secured Indebtedness. 1.1 This Mortgage (as amended, supplemented or modified from time to time, the “Mortgage”) is given made to secure and enforce the Loans and all payment of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) interest on all credit outstanding the “Obligations” under the Credit Agreements Note [and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit AgreementsGuaranty]; (b) any sums which may be advanced or paid by Holder under the Obligationsterms hereof or of the Note on account of the failure of Grantor to comply with the covenants of SAC 442418896v5 Grantor contained herein, or the failure of Grantor to comply with the covenants of Grantor or any other obligor contained in the Note; and all other indebtedness of Grantor arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise; (c) all interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance filing of any and all present and future obligations of Mortgagors according to petition in bankruptcy, or the terms commencement of any present insolvency, reorganization or future hedge transactionlike proceeding, including, without limitation, any present whether or future swap agreements, cap, floor, collar, exchange transaction, forward agreement not a claim for post-filing or other exchange or protection agreements relating to any post-petition interest is allowed in such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (dproceeding) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms in respect of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations described in this Section 1.1 and all costs of collection and attorneys’ fees, all as provided herein and therein; and all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Secured Indebtedness described in clauses (a) through (c). 1.2 The indebtedness referred to in this Article 3, clauses (a) through (c) of Section 1.1 and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, rearrangements thereof are herein hereinafter sometimes referred to as the "“secured indebtedness.” 1.3 This Mortgage is executed and granted for the benefit and security of Holder and any Person secured hereby and any and all future holders of an interest in the secured indebtedness for so long as same remains unpaid and thereafter for so long as Holder or any person secured hereby (or any Affiliate) has any obligations under the Note to lend money (including those described in Section 1.1) or until the Liens hereby created are earlier released by Beneficiary or such Person; it being understood and agreed that possession of the Note at any time by Grantor shall not in any manner extinguish the Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, such Note or this Mortgage securing payment thereof, and Grantor shall have the right to issue and reissue the Note from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the secured indebtedness, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising obligations under the Credit AgreementsNote, or the security of this Mortgage. 1.4 Each capitalized term used in this Mortgage and not defined in this Mortgage shall have the meaning assigned such term in the Note, and if not therein defined, such capitalized term shall have the meaning assigned such term in the Uniform Commercial Code. Uncapitalized terms used herein that are defined in the Uniform Commercial Code shall have the same meaning in this Mortgage. As used herein, “Uniform Commercial Code” means the Uniform Commercial Code presently in effect in the state of Texas as the same may be amended from time to time, and any successor statute thereto, except to the extent that the Uniform Commercial Code of some other jurisdiction applies mandatorily.

Secured Indebtedness. This Mortgage Deed of Trust, Assignment of Leases and -------------------- Rents, Security Agreement and Financing Statement (hereinafter called this "Deed ---- of Trust") is given made to secure and enforce the Loans payment of the following, -------- agreements, documents, obligations, indebtedness and liabilities: (a) all present and future obligations, indebtedness and liabilities, and all renewals and extensions of all or any part thereof of Grantor to Banks or any Bank arising from, by virtue of, or pursuant to the Obligations under Credit Agreement dated as of September __, 1997 among Grantor, Administrative Agent and Banks (said Credit Agreement, as described amended, modified, renewed, extended or restated from time to time, the "Credit Agreement"), the Notes (as defined in the Credit Agreements and Agreement), ---------------- the June 2005 Credit Agreements, including, without limitation: other Loan Documents (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided defined in the Credit Agreements; (b) the ObligationsAgreement), including, without limitation, interest, fees and other charges that would accrue or become owing both prior to and subsequent to and but for the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance commencement of any and all present and future obligations proceeding against or with respect to Grantor under any chapter of Mortgagors according to the terms Bankruptcy Code of any present 1978, 11 U.S.C. (S) 101 et. seq. whether or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to not a claim is -- --- allowed for the same in any such transaction now existing proceeding, and (b) all indebtedness and obligations incurred or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred arising pursuant to the terms provisions of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) Deed of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and Trust. The indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein Paragraph 1.1 is hereinafter sometimes referred to as called the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEEInitially capitalized terms used -------------------- herein and not otherwise herein defined shall have the respective meanings given to such terms in the Credit Agreement. This Deed of Trust, the lien granted hereunder shall only serve Credit Agreement, the Notes, the other Loan Documents as defined in the Credit Agreement, and all other instruments, certificates, affidavits or documents evidencing, governing, securing, guaranteeing, or relating to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under all as amended, modified, renewed, extended or restated from time to time, are hereinafter called the Credit Agreements."Loan Documents". -------------- J-2-3

Secured Indebtedness. 1.1 This Mortgage Security Agreement is given made to secure provide collateral and security for the Loans payment and performance by Debtor of all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) interest on All inventory now owned or hereafter acquired, including all credit outstanding under goods held for sale or lease in the Credit Agreements and the June 2005 Credit AgreementsDebtor's business, as applicablenow or hereafter conducted, at the rates provided and all materials, work in process and finished goods used or to be consumed in the Credit AgreementsDebtor's business (whether or not the inventory is represented by warehouse receipts or bills of lading or has been or may be placed in transit or delivered to a public warehouse); (b) All network and computer related equipment now owned or hereafter acquired, including all furniture, fixtures, furnishings, vehicles (whether titled or non-titled), machinery, materials and supplies, wherever located, including but not limited to such items described on the Obligationscollateral schedule (if any) attached hereto and by this reference made a part hereof, together with all parts, accessories, attachments, additions thereto or replacements therefore; (c) All negotiable and nonnegotiable documents of title; (d) All monies, securities, instruments, documents and chattel paper now held by or hereafter delivered to Secured Party, together with all security interests evidenced thereby, all increases thereof (including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any stock dividends), all profits therefrom and all present transformations thereof, including but not limited to such items described on the collateral schedule (if any) attached hereto and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgageeby this reference made a part hereof; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) All tax refund claims, all other policies or certificates of insurance covering any of the Collateral, guaranty or surety relating to any of the Collateral, and additional debtsall claims, obligations awards, loss payments, proceeds and liabilities premium refunds that may become payable with respect to any such policies or certificates; (f) All ledger cards, invoices, delivery receipts, worksheets, statements, correspondence, computer hardware or software necessary to operate utilize, create, maintain and process related to any of every kind and character of Mortgagors now existing the Collateral; (g) All claims for loss or hereafter arising damage to or in connection with any of the Credit Agreements and Collateral, all other claims in any form for the June 2005 Credit Agreements (all payment of the obligations and indebtedness referred to in this Article 3money, including tort claims, and all rights with respect to such claims and all proceeds thereof; (h) All attachments, accessions, tools, parts, supplies, increases and additions to and replacements, extensions, renewals, refinancings, extensions modifications of and modifications thereof, substitutions for any of the Collateral; and (i) All products and all substitutions thereforproceeds of the Collateral, in whole any form, including all proceeds received, due or to become due from any sale, lease exchange or other disposition of any of the Collateral, whether such proceeds are cash or noncash in partnature or are represented by checks, are herein sometimes drafts, notes or other instruments for the payment of money; (All of the foregoing is referred to herein as the "Secured IndebtednessSECURED INDEBTEDNESS".). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage is given to secure the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 NoteDebentures; (c) payment and performance of any and all present and future obligations of Mortgagors Mortgagor according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors Mortgagor, on the one hand and MortgageeMortgagee on the other hand; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, applicable Debentures from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors Xxxxxxxxx now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements or otherwise. (all All of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "“Secured Indebtedness"”.). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage is given made to secure and enforce the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap following agreements, cappromissory notes, floorobligations, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors indebtedness and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3liabilities, and all renewals, refinancingsextensions, extensions and modifications supplements, increases, modifications, amendments or restatements thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred from time to as time (collectively, the "Secured Indebtedness"): (a) the Guaranty, and all of Grantor's obligations and indebtedness thereunder, and (b) each and all of the following: (i) each and all of the Notes, and any and all other promissory notes given in substitution thereof or in modification, supplement, increase, renewal, extension or restatement thereof, in whole or in part; (ii) all Obligations (as defined by the Credit Agreement) and all renewals, extensions, modifications, amendments, increases or novations thereof; (iii) all obligations and indebtedness for reimbursement, costs and expenses in respect of letters of credit, if any, at any time issued by the Issuing Bank or any of its affiliates for the benefit of Grantor or Borrower; (iv) all other indebtedness and other obligations owed to Administrative Lender or Lenders by Guarantors, Grantor, Borrower or any Subsidiary of Borrower, now or hereafter incurred or arising pursuant to or permitted by the provisions of the Notes, the Credit Agreement, this Mortgage, or any of the other Loan Papers, or any other document now or hereafter evidencing, governing, guaranteeing, securing or otherwise executed in connection therewith, including but not limited to any loan or financing agreement, tri-party financing agreement or other agreement between Grantor, Borrower or any Subsidiary of Borrower and Administrative Lender or Lenders, or among Grantor, Borrower or any Subsidiary of Borrower and/or Administrative Lender or Lenders and any other party or parties, pertaining to the repayment or use of the proceeds of the Revolving Credit Advances evidenced by the Notes and the Credit Agreement; and (v) all other loans and any future loans made by Administrative Lender or Lenders to Grantor, Borrower or any Subsidiary of Borrower, and all other debts, obligations and liabilities of Grantor, Borrower or any Subsidiary of Borrower of every kind and character now or hereafter existing in favor of Administrative Lender or Lenders, whether direct or indirect, primary or secondary, joint or several, fixed or contingent, secured or unsecured, and whether originally payable to Administrative Lender or Lenders or to a third party and subsequently acquired by Administrative Lender or Lenders, it being contemplated that Grantor, Borrower or any Subsidiary of Borrower may hereafter become indebted to Administrative Lender or Lenders for such further debts, obligations and liabilities; provided, however, and notwithstanding the foregoing provisions of this clause (b)(v), this Mortgage shall not secure any such other loan, advance, debt, obligation or liability with respect to which Administrative Lender or Lenders is by Applicable Law prohibited from obtaining a lien on real estate nor shall this clause (b)(v) operate or be effective to constitute or require any assumption or payment by any person, in any way, of any debt of any other person to the extent that the same would violate or exceed the limit provided in any applicable usury or other law. It is specifically contemplated by Grantor and Administrative Lender and Lenders that the Secured Indebtedness, or any portion thereof, may be increased and rearranged, in whole or in part, by subsequent amendments, restatements, supplements and other modifications and additions to the Loan Papers and that additional promissory notes and loan agreements may be issued and entered into in connection therewith; furthermore, Grantor and Administrative Lender and Lenders acknowledge and understand that this Mortgage secures and will continue to secure, among other things, all future advances under the Credit Agreement (all such future obligations and indebtedness herein referred to for convenience as the "Future Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEEGrantor, and each party at any time claiming an interest in or lien or encumbrance against the lien granted hereunder shall only serve Mortgaged Property, or any part thereof, agree that all Future Indebtedness and all other advances made by Administrative Lender or Lenders from time to encumber time under any of the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee Loan Papers and all other portions of the Secured Indebtedness arising shall be secured by this Mortgage with the same priority as if all had been advanced, had arisen or had become owing or performable on the date of this Mortgage, and no reduction of the outstanding principal balance under the Notes, the Credit AgreementsAgreement, or any other Loan Paper shall extinguish, release or subordinate any right, title, interest, lien, security interest, power or privilege now or hereafter intended, created or arising hereunder or under any other Loan Paper. This Mortgage shall remain in full force and effect as to all Future Indebtedness and to all subsequent advances or subsequently arising portions of the Secured Indebtedness without loss of priority until the Secured Indebtedness is fully and finally paid, performed and satisfied and all agreements and obligations, if any, of Administrative Lender and Lenders for further advances or for the extension of additional credit or Future Indebtedness have been terminated and this Mortgage has been released of record by Administrative Lender.

Secured Indebtedness. This Mortgage is given executed and delivered, to secure and enforce the Loans and all payment of the Obligations under following indebtedness, obligations and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationliabilities: (a) That certain promissory note dated October 3, 2011, in the face amount of $50,000,000 executed by EnerJex Resources, Inc., Enerjex Kansas, Inc., DD Energy, Inc., Black Sable Energy, LLC and Mortgagor (collectively, the “Borrowers”), and made payable to Mortgagee bearing interest and payable as therein provided, with the final payment thereof due on all credit outstanding under or before the Credit Agreements and the June 2005 Credit Agreements, Maturity Date (as applicable, at the rates provided defined in the Credit AgreementsAgreement hereinafter described), and containing the usual provisions in notes of this character, and all renewals, rearrangements, amendments, modifications and extensions thereof (whether one or more, the “Note”); (b) All Obligations of Borrowers owed to Mortgagee and the ObligationsBanks arising pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of October 3, including2011 (as amended by that certain First Amendment thereto dated December 14, without limitation2011, as amended by that certain Second Amendment thereto dated August 31, 2012, as amended by that certain Third Amendment thereto dated November 2, 2012, as amended by that certain Fourth Amendment thereto of even date herewith and as amended, restated, supplemented or otherwise modified from time to time, collectively, the indebtedness evidenced by “Credit Agreement”; all capitalized terms used but not defined within the Note and Mortgage bear the June 2005 Notemeanings set forth in the Credit Agreement); (c) payment and performance Payment of any sums which may be advanced or paid by Mortgagee under the terms hereof on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein; and all present and future obligations other indebtedness of Mortgagors according Mortgagor arising pursuant to the terms provisions of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgageethis Mortgage; (d) any sums advanced All obligations of each Guarantor under its Guaranty owed to Mortgagee; (e) All obligations of Borrowers owed to Approved Counterparty, as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred counterparty under those certain Permitted Swap Contracts arising pursuant to the terms of this Mortgage or any the Credit Agreement pr any June 2005 Credit and referenced as “Swap Documents” in the Intercreditor Agreement, plus interest thereon at the rate set forth including without limitation, that certain Master Swap Agreement dated as of July 3, 2008 between Mortgagor and Approved Counterparty (together will all schedules and confirmations in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Noterespect thereof, as applicableamended, supplemented, restated, extended or replaced from the date time to time); (f) All renewals, extensions, replacements and modifications of advance indebtedness described, referred to or expenditure until reimbursed; and mentioned in paragraphs (a) through (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereofabove, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.;

Secured Indebtedness. This Mortgage conveyance is given made, to secure and enforce the Loans and all payment of the Obligations under following indebtedness, obligations and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationliabilities: (a) That certain promissory note dated as of even date herewith, in the face amount of $50,000,000 executed by Mortgagors and EnerJex Resources, Inc. and made payable to Mortgagee bearing interest and payable as therein provided, with the final payment thereof due on all credit outstanding under or before the Credit Agreements and the June 2005 Credit Agreements, Maturity Date (as applicable, at the rates provided defined in the Credit AgreementsAgreement hereinafter described), and containing the usual provisions in notes of this character, and all renewals, rearrangements, amendments, modifications and extensions thereof (whether one or more, the “Note” which amends and restates the Existing Notes, as defined in the Credit Agreement); (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note All Obligations of Mortgagors owed Mortgagee and the June 2005 NoteBanks (as defined in the Credit Agreement) defined in or arising pursuant to the terms of that certain Credit Agreement dated as of even date herewith, and all modifications, amendments, and restatements thereto (the “Credit Agreement”; all capitalized terms used but not defined within Mortgage bear the meanings set forth in the Credit Agreement); (c) payment and performance Payment of any sums which may be advanced or paid by Mortgagee under the terms hereof on account of the failure of Mortgagors to comply with the covenants of Mortgagors contained herein; and all present and future obligations other indebtedness of Mortgagors according arising pursuant to the terms provisions of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgageethis Mortgage; (d) any sums advanced All obligations of each Guarantor under its Guaranty (as expenses such terms are defined in the Credit Agreement) owed to Mortgagee; (e) All obligations of Mortgagors owed to Approved Counterparty, as counterparty under those certain Permitted Swap Agreements defined in or costs incurred by, or on behalf of, Mortgagee which are made or incurred arising pursuant to the terms of this Mortgage or any the Credit Agreement pr any June 2005 Credit and referenced as “Swap Documents” in the Intercreditor Agreement, plus interest thereon at the rate set forth including without limitation, that certain Master Swap Agreement dated as of July ___, 2008 between Mortgagors and Approved Counterparty (together will all schedules and confirmations in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Noterespect thereof, as applicableamended, supplemented, restated, extended or replaced from the date time to time); (f) All renewals, extensions, replacements and modifications of advance indebtedness described, referred to or expenditure until reimbursed; and mentioned in paragraphs (a) through (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereofabove, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.;

Secured Indebtedness. This Mortgage is given to secure the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Guaranty Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the ObligationsLoans, including, without limitation, the indebtedness evidenced by the Note and the June 2005 NoteNotes; (c) the Obligations; (d) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (de) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) 1.1 of the Note and Section 1.1(a) of the June 2005 Note, as applicable, Notes from the date of advance or expenditure until reimbursed; and (ef) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements or otherwise (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "“Secured Indebtedness"”). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents (this “Deed of Trust”) is given made to secure and enforce the Loans and all payment of the Obligations under following note, obligations, indebtedness and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: liabilities: (a) one certain Deed of Trust Note of even date herewith in the principal amount of Eight Million Eight Hundred Eighty Nine Thousand and No/100 Dollars ($8,889,000.00), made by Grantor, and payable to the order of COMPASS BANK, with interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rate or rates therein provided, both principal and interest being payable as therein provided and all amounts remaining unpaid thereon being finally due and payable on the date which is twenty-four (24) months from the date hereof (subject to being extended as provided in the Credit Agreements; Loan Agreement), and containing a provision for the payment of a reasonable additional amount as attorney’s fees, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, such note and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, being hereinafter called the “Note”, and said payee and all subsequent holders of the Note or any part thereof or any interest therein or any of the “secured indebtedness” (as hereinafter defined) being hereinafter called the “Beneficiary”; and (b) the Obligations, including, without limitation, the indebtedness evidenced all loans and future advances made by the Note and the June 2005 Note; (c) payment and performance of any Beneficiary to Grantor and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors Grantor now existing or hereafter arising existing in connection with any favor of the Credit Agreements Beneficiary (including all indebtedness incurred or arising pursuant to the provisions of this Deed of Trust or any loan agreement relating to the above described indebtedness or any other instrument now or hereafter evidencing, governing or securing the above described indebtedness or any part thereof) whether such debts, obligations or liabilities be direct or indirect, primary or secondary, joint or several, fixed or contingent, and whether originally payable to the June 2005 Credit Agreements (all of Beneficiary or to a third party and subsequently acquired by the Beneficiary and whether such debts, obligations and liabilities are evidenced by note, open account, overdraft, endorsement, surety agreement, guaranty or otherwise, it being contemplated that Grantor may hereafter become indebted to the Beneficiary in further sum or sums. The indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole Paragraph is hereinafter sometimes called the “secured indebtedness” or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements“indebtedness secured hereby.”

Secured Indebtedness. This Mortgage Deed of Trust, Security Agreement and Assignment of Rents and Leases (the "Mortgage") is given made to secure and enforce the Loans and all payment of the Obligations under following promissory note, obligations, indebtedness and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: liabilities: (a) one certain promissory note of even date herewith in the original principal amount of Five Million and no/100 DOLLARS ($5,000,000.00), made by Grantor and payable to the order of TEXAS BANK, whose address is 000 Xxxx Xxxxx Xxxxx, Xxxxxx, Xxxxx 00000, with interest on at the rate or rates therein provided, both principal and interest being payable as therein provided, and containing a provision for the payment of a reasonable additional amount as attorneys' fees (such promissory note and all credit outstanding under modifications, increases, renewals or extensions thereof, in whole or in part, and all other notes given in substitution therefor or in modification, increase, renewal or extension thereof, in whole or in part, are collectively referred to herein as the Credit Agreements "Note", and said payee and all subsequent holders of the June 2005 Credit AgreementsNote or any part thereof or any of the Indebtedness, as applicablehereinafter defined, at the rates provided in the Credit Agreements; are collectively referred to herein as "Noteholder"); and (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note all future loans and the June 2005 Note; (c) payment and performance of any advances and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debtsindebtedness, obligations and liabilities of every kind and character of Mortgagors Grantor now existing or hereafter existing in favor of Noteholder arising pursuant to the provisions of this Mortgage or any other Loan Document (defined below), it being contemplated that Grantor may hereafter become indebted to Noteholder in connection with any of the Credit Agreements further sum or sums. The indebtedness, obligations, and the June 2005 Credit Agreements (all of the obligations and indebtedness liabilities referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, Paragraph are herein sometimes hereinafter collectively referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE." This Mortgage, the lien granted hereunder shall only serve Note, the Loan Agreement (as hereinafter defined) and any other instruments, documents and agreements now or hereafter evidencing, securing, governing, guaranteeing and/or pertaining to encumber the properties described in Exhibit A until payment in full by Mortgagors Indebtedness or any part thereof are hereinafter collectively referred to Mortgagee of as the Secured Indebtedness arising under the Credit Agreements"Loan Documents."

Secured Indebtedness. This Mortgage is given to secure secure, on a pro rata basis, the Loans Loan and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit AgreementsAgreement, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, Agreement at the rates provided in the Credit AgreementsAgreement; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note Notes executed by Mortgagor and the other Borrowers, and described as follows: (i) that/those certain Notes in the aggregate face amount of Four Hundred and Fifty Million and No/100 Dollars ($450,000,000.00), executed by Borrowers payable to the order of the Lenders, each having a final maturity date of June 2005 Note;22, 2009, bearing interest as provided in the Credit Agreement and containing usual and customary provisions for collection and attorneys’ fees, and any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions thereof or therefor, or any part thereof (including any other promissory notes made at any time representing all or any part of the Revolving Commitment). (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee or any Lender (or any receiver appointed hereunder) which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreementother Loan Documents, plus interest thereon at the rate set forth in Section 1.1(a) 3.02 of the Note and Section 1.1(a) of the June 2005 Note, as applicable, Credit Agreement from the date of advance or expenditure until reimbursed; (d) payment and performance of any and all present and future obligations of Mortgagor according to the terms of any present or future Swap Agreement, including, without limitation, any present or future commodity, interest rate, currency or other swap, option, collar, futures contract or other contract pursuant to which a Person xxxxxx risks related to commodity prices, interest rates, currency exchange rates, securities prices or financial market conditions and any other commodity price hedging agreements by and between Mortgagor and any Lender or any Affiliate of any Lender, now existing or hereafter entered into between Mortgagor, on the one hand, and Mortgagee, any Lender, or any Affiliate of Mortgagee or any Lender, on the other hand; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors Mortgagor now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements Loan Documents (all of the obligations and indebtedness referred to in this Article 3, 3 and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "“Secured Indebtedness"”). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. (a) This Mortgage is given executed and delivered by the Mortgagor to secure unto the Loans Mortgagee the prompt and all punctual payment of the Obligations following liabilities, obligations and indebtedness (hereinafter collectively called the "Secured Indebtedness"): (i) all liabilities, obligations and indebtedness (including principal, interest, fees and other charges) due and owing or to become due and owing by the Borrowers, whether jointly, severally or jointly and severally, to the Mortgagee arising under or in connection with the Credit Agreement by and among the Mortgagor and others as described borrowers and the Mortgagee as lender, or any of the Loan Documents (as such term is defined in the Credit Agreements Agreement and used hereinafter with the June 2005 Credit Agreements, including, without limitation: (asame meaning) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligationsfrom time to time delivered thereunder, including, without limitation, the all principal, interest liabilities, obligations and indebtedness from time to time arising under or evidenced by (A) the "Revolving Note" referred to in the Credit Agreement (the same, as amended, modified, increased or extended from time to time, together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, is hereinafter called the "Revolving Note"), (B) the "Term Note" referred to in the Credit Agreement (the same, as amended, modified, increased or extended from time to time, together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, is hereinafter called the "Term Note"), and (C) any "Acquisition Note" from time to time delivered pursuant to the Credit Agreement (the same, as amended, modified, increased or extended from time to time, together with any promissory notes accepted in renewal, substitution or replacement thereof or therefor, are hereinafter collectively called the "Acquisition Notes"; the Revolving Note, the Term Note and any Acquisition Notes are hereinafter collectively called the June 2005 Note"Notes"); (cii) payment all other currently existing liabilities, obligations and performance indebtedness of any and all present and future obligations of Mortgagors according the Borrowers to the terms Mortgagee or any affiliate of any present or future hedge transactionthe Mortgagee, including, without limitation, (A) all "Reimbursement Obligations" (as such term is defined in the Credit Agreement), and (B) any present and all obligations, contingent or future swap agreementsotherwise, cap, floor, collar, exchange transaction, forward agreement of the Borrowers to the Mortgagee arising under or other exchange or protection agreements relating to in connection with any "Rate Management Transactions" (as such transaction now existing or hereafter entered into between Mortgagors and Mortgageeterm is defined in the Credit Agreement); (diii) any sums which may hereafter be advanced as expenses or costs incurred by, or on behalf of, by the Mortgagee which are made or incurred pursuant to under the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursedhereof; and (eiv) any and all other extensions and additional debts, obligations and liabilities renewals of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements foregoing. (b) This Mortgage is also executed and delivered by the June 2005 Credit Agreements Mortgagor to secure the Mortgagor's prompt and punctual performance and observance of and compliance with all covenants, conditions and agreements contained herein. (c) If the Mortgagor shall pay all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under or evidenced by the Term Note in accordance with its terms and shall punctually perform and comply with and observe all the covenants, conditions and agreements contained herein, and if no Event of Default shall have occurred under the terms of the Credit AgreementsAgreement, then, and in that event only, this Mortgage shall be and become null and void, and discharged of record at the cost of the Mortgagor.

Secured Indebtedness. 1.1 This Mortgage is given made to secure and enforce the Loans and all payment of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationfollowing: (a) interest on all credit outstanding under the Credit Agreements Agreement and the June 2005 Credit Agreementsother Loan Documents to which the Mortgagor is a party, as applicable, at including that certain term promissory note up to the rates provided in the Credit Agreements; principal amount of TEN MILLION and No/100 Dollars (b$10,000,000) the Obligations, including, without limitation, the indebtedness evidenced executed by the Note MORTGAGOR and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according payable to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) order of the Note and Section 1.1(a) of the June 2005 NoteMortgagee on or before [____________, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 32011], and all renewalsother notes given in substitution for the foregoing promissory notes, refinancingsor in modification, extensions and modifications renewal or extension thereof, in whole or in part (such promissory notes, as from time to time supplemented, amended or modified and all substitutions thereforother notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter collectively called the “Notes”); (b) any agreement with respect to any Swap Agreements and any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions entered into between the Mortgagor and the Mortgagee, including any amounts payable in respect of an early termination under any such agreements described in this Section 1.1(b); (c) any sums which may be advanced or paid by the Mortgagee or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of the Mortgagor to comply with the covenants of the Mortgagor contained herein, or the failure of the Mortgagor to comply with the covenants of the Mortgagor or any other obligor contained in the Credit Agreement; and all other indebtedness of the Mortgagor arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise; (d) all interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in respect of all of the obligations described in this Section 1.1 and all costs of collection and attorneys’ fees, all as provided herein and therein; (e) any additional loans or advances made by the Mortgagee to or for the benefit of the Mortgagor pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Mortgagee may lend additional sums to the Mortgagor pursuant to the Credit Agreement from time to time, but shall not be obligated to do so, and the Mortgagor agrees that the payment of any such additional loans shall be secured by this Mortgage); and (f) punctual performance when due of all obligations of the Mortgagor under any Loan Document or Swap Agreement to the Mortgagor, the Mortgagee; and (g) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Secured Indebtedness described in clauses (a) through (f). 1.2 The indebtedness referred to in clauses (a) through (f) of Section 1.1 and all renewals, extensions and rearrangements thereof are herein hereinafter sometimes referred to as the "“Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE.” 1.3 This Mortgage is executed and granted for the benefit and security of the Mortgagee, the lien granted hereunder shall only serve to encumber the properties described any Person secured hereby and any and all future holders of an interest in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising and the interest thereon for so long as same remains unpaid and thereafter for so long as the Mortgagee or any Person secured hereby (or any Affiliate) has any obligations under the Credit AgreementsAgreement to lend money or has any obligations under any Swap Agreements (including those described in Section 1.1) or until the Liens hereby created are released by the Mortgagee or such Person; it being understood and agreed that possession of any Note at any time by the Mortgagor shall not in any manner extinguish the Secured Indebtedness, such Notes or this Mortgage securing payment thereof, and the Mortgagor shall have the right to issue and reissue any of the Notes from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the Secured Indebtedness, the obligations under any of the Notes, or the security of this Mortgage. 1.4 Each capitalized term used in this Mortgage and not defined in this Mortgage shall have the meaning assigned such term in the Credit Agreement, and if not therein defined, such capitalized term shall have the meaning assigned such term in the Uniform Commercial Code. Uncapitalized terms used herein that are defined in the Uniform Commercial Code shall have the same meaning in this Mortgage. As used herein, “Uniform Commercial Code” means the Uniform Commercial Code presently in effect in the Commonwealth of Kentucky as the same may be amended from time to time, and any successor statute thereto, except to the extent that the Uniform Commercial Code of some other jurisdiction applies mandatorily.

Secured Indebtedness. This Mortgage Deed of Trust is given made to secure and enforce the Loans payment and performance of the following promissory notes, obligations, indebtedness and liabilities and all of the Obligations under renewals, extensions, supplements, increases, and as described modifications thereof in the Credit Agreements and the June 2005 Credit Agreements, including, without limitationwhole or in part from time to time: (a) interest on The Promissory Notes and all credit outstanding under the Credit Agreements and the June 2005 Credit Agreementsother notes given in substitution therefor or in modification, supplement, increase, renewal or extension thereof, in whole or in part (such notes, as applicablefrom time to time renewed, at the rates provided in the Credit Agreements; (b) the Obligationsextended, includingsupplemented, without limitationincreased, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any or modified and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred bynotes given in substitution therefor, or on behalf ofin modification, Mortgagee which are made renewal or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications extension thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured IndebtednessNOTES"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, and Agent and the other Banks, or the subsequent holders at the time in question of the Notes or any of the secured indebtedness, as hereinafter defined (being collectively herein called "HOLDERS" and individually a "HOLDER"); (b) All indebtedness and other obligations owed by Borrower (or Grantor) to any Holder now or hereafter incurred or arising pursuant to or permitted by the provisions of the Notes, this Deed of Trust, or any other document now or hereafter evidencing, governing, guaranteeing, securing, or otherwise executed in connection with the loans evidenced by the Notes, including, but not limited to any loan or credit agreement, tri-party financing Agreement or other agreement between Borrower and Holders, or among Borrower, Holders and any other party or parties, pertaining to the repayment or use of the proceeds of the loan evidenced by the Notes (the Credit Agreement, the lien granted hereunder shall only serve to encumber the properties described Notes, this Deed of Trust, any other "Loan Papers" (as such term is defined in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit AgreementsAgreement), and such other documents, as they or any of them may have been or may be from time to time renewed, extended, supplemented, increased or modified, being herein sometimes collectively called the "LOAN DOCUMENTS"); Should the above described indebtedness secured by this Deed of Trust (hereinafter referred to collectively as the "SECURED INDEBTEDNESS") be paid according to the tenor and effect thereof when the same shall become due and payable, and should Grantor and Borrower perform all covenants herein contained in a timely manner, then this Deed of Trust shall be canceled and released.

Secured Indebtedness. 2.1 This Mortgage Deed of Trust is given to secure the Loans payment and all performance of the Obligations under following indebtedness, obligations and as described in the Credit Agreements and the June 2005 Credit Agreementsliabilities, including, without limitationto wit: (a) interest on all credit outstanding under That certain Revolving Note dated as of even date herewith in the Credit Agreements original principal amount of Twenty-Five Million and the June 2005 Credit AgreementsNo/100 Dollars ($25,000,000.00), executed by Grantor, as applicableMaker, at payable to the rates order of Bank, bearing interest as provided in the Credit Agreements;therein and (b) All indebtedness, obligations and liabilities of Grantor arising pursuant to the Obligationsprovisions of any loan agreement, whether now existing or hereafter arising, executed or to be executed by and between Grantor and Bank, including, without limitation, the indebtedness evidenced by the Note Loan Agreement, and the June 2005 Noteall supplements, amendments, restatements, modifications and replacements thereof or therefor, together with any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for any such indebtedness, obligations and liabilities, or any part thereof; (c) payment All indebtedness, obligations and performance liabilities arising pursuant to the provisions of this Deed of Trust, and any and all present and future obligations other deeds of Mortgagors according to the terms of any present or future hedge transactiontrust, includingmortgages, without limitationindentures, any present or future swap security agreements, cappledge agreements, floorcollateral mortgages, collarcollateral chattel mortgages, exchange transactionassignments, forward agreement or other exchange or protection agreements relating to any such transaction conveyances, whether now existing or hereafter entered into between Mortgagors arising, and Mortgageeall supplements, amendments, restatements, modifications and replacements thereof or therefor, executed or to be executed by Grantor or any guarantor of the Secured Indebtedness to secured the Secured Indebtedness, or for the use and benefit of Bank, together with any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for any such indebtedness, obligations and liabilities, or any part thereof (hereinafter collectively referred to as the "Security Instruments"); (d) All loans and advances which Bank may hereafter make to Grantor and any sums advanced as expenses or costs incurred byand all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of any and all such loans and advances, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursedpart thereof; and (e) all All other and additional debts, obligations and liabilities of every kind and character of Mortgagors Grantor now existing or hereafter arising in connection favor of Bank, regardless of whether such debts, obligations and liabilities are direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent, and regardless of whether such present or future debts, obligations and liabilities may, prior to their acquisition by Bank, be or have been payable to, or be or have been in favor of, some other persons or have been acquired by Bank in a transaction with one other than Grantor together with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancingsincreases, refundings, substitutions, replacements, consolidations and/or extensions of or for any and modifications thereofall such debts, obligations, and liabilities, or any part thereof (it being contemplated that Bank may lend additional sums of money to Grantor from time to time, but shall not be obligated to do so, and that all substitutions therefor, in whole or in part, are herein sometimes referred to as such additional sums and loans shall be part of the "Secured Indebtedness"" as hereinafter defined). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. 2.1 This Mortgage Agreement is given made to secure the Loans and all of the Obligations under following present and as described in the Credit Agreements future debt and the June 2005 Credit Agreements, including, without limitationobligations: (a) All indebtedness now and hereafter evidenced and to be evidenced by (i) the promissory note dated concurrently herewith in the face amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), bearing interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rate or rates provided in therein stated, principal and interest payable to the Credit Agreements;order of Secured Party on the dates therein stated, executed by Pledgor, (ii) any and all past, concurrent, or future modifications, extensions, renewals, rearrangements, replacements and increases of such note (collectively, the "Revolving Note"). (b) All indebtedness now and hereafter evidenced and to be evidenced by (i) the Obligationspromissory note dated concurrently herewith in the face amount of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000), includingbearing interest at the rate or rates therein stated, without limitationprincipal and interest payable to the order of Secured Party on the dates therein stated, executed by Pledgor, (ii) any and all past, concurrent, or future modifications, extensions, renewals, rearrangements, replacements and increases of such note (collectively, the indebtedness evidenced by "Term Note" and, together with the Note and Revolving Note, the June 2005 Note;"Notes"). (c) payment All obligations of Pledgor under (i) that certain Loan Agreement of even date herewith by and performance of between Pledgor and Secured Party, and (ii) any and all present and future obligations of Mortgagors according to the terms of any present past, concurrent, or future hedge transactionmodifications, includingextensions, without limitationrenewals, any present or future swap agreementsrearrangements, capreplacements and increases of such agreement (collectively, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee;the "Loan Agreement"). (d) All other obligations, if any, described or referred to in any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of other place in this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and. (e) Any and all other sums and additional debtsthe interest which accrues on them as provided in this Agreement which Secured Party may advance or which Pledgor may owe Secured Party pursuant to this Agreement on account of Pledgor's failure to keep, obligations and liabilities of every kind and character of Mortgagors now existing observe or hereafter arising in connection with perform any of Pledgor's covenants under this Agreement. (f) All present and future debts and obligations under or pursuant to (1) any papers ("Credit Documents") now or in the Credit Agreements and the June 2005 Credit Agreements (future governing, evidencing, guaranteeing or securing or otherwise relating to payment of all or any part of the obligations and indebtedness referred to in this Article 3debt evidenced by the Notes, and or (2) all supplements, amendments, restatements, renewals, refinancingsextensions, extensions and modifications thereofrearrangements, and all substitutions thereforincreases, in whole expansions or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee replacements of the Secured Indebtedness arising under the Credit Agreementsthem.

Secured Indebtedness. This Mortgage is given to secure the Loans and all of the Obligations under and as described in the Credit Agreements and the June 2005 Credit Guaranty Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, the indebtedness evidenced by the Note and the June 2005 Note; (c) payment and performance of any and all present and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements or otherwise (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, in whole or in part, are herein sometimes referred to as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. 2.1 This Mortgage is given to secure the Loans payment and all performance of the Obligations under following indebtedness, obligations and as described in the Credit Agreements and the June 2005 Credit Agreementsliabilities, including, without limitationto wit: (a) interest on all credit outstanding under That certain Revolving Note, dated March 20, 1996, in the Credit Agreements and the June 2005 Credit Agreementsoriginal principal amount of THIRTY-FIVE MILLION AND NO/100 Dollars ($35,000,000.00), executed by Grantor, as applicablemaker, at payable to the rates order of Bank, bearing interest as provided in therein and containing usual and customary provisions for collection and attorneys' fees (hereinafter referred to as the Credit Agreements"Revolving Note"), and any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for the Note, or any part thereof; (b) That certain Advance Note, dated March 20, 1996, in the Obligationsoriginal principal amount of TWO MILLION AND NO/100 Dollars ($2,000,000.00), executed by Grantor, as maker, payable to the order of Bank, bearing interest as provided therein and containing usual and customary provisions for collection and attorneys' fees (hereinafter referred to as the "Advance Note"), and any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for the Note, or any part thereof (the Revolving Note and the Advance Note shall hereinafter be collectively referred to as the "Note"); (c) All indebtedness, obligations and liabilities of Grantor arising pursuant to the provisions of any loan agreement, whether now existing or hereafter arising, executed or to be executed by and between Grantor and Bank, including, without limitation, the indebtedness evidenced by the Note Loan Agreement, and the June 2005 Note; (c) payment all supplements, amendments, restatements, modifications and performance of replacements thereof or therefor, together with any and all present and future obligations renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to for any such transaction now existing indebtedness, obligations and liabilities, or hereafter entered into between Mortgagors and Mortgageeany part thereof; (d) any sums advanced as expenses or costs incurred byAll indebtedness, or on behalf of, Mortgagee which are made or incurred obligations and liabilities arising pursuant to the terms provisions of this Mortgage Mortgage, and any and all other mortgages, indentures, security agreements, pledge agreements, collateral mortgages, collateral chattel mortgages, assignments, or other conveyances, whether now existing or hereafter arising, and all supplements, amendments, restatements, modifications and replacements thereof or therefor, executed or to be executed by Grantor or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) guarantor of the Note Secured Indebtedness to or for the use and Section 1.1(abenefit of Bank, together with any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of or for any such indebtedness, obligations and liabilities, or any part thereof (hereinafter collectively referred to as the "Security Instruments"); (e) All loans and advances which Bank may hereafter make to Grantor, and any and all renewals, increases, refundings, substitutions, replacements, consolidations and/or extensions of the June 2005 Noteany and all such loans and advances, as applicable, from the date of advance or expenditure until reimbursedany part thereof; and (ef) all All other and additional debts, obligations and liabilities of every kind and character of Mortgagors Grantor, now existing or hereafter arising in connection favor of Bank, regardless of whether such debts, obligations and liabilities are direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent, and regardless of whether such present or future debts, obligations and liabilities may, prior to their acquisition by Bank, be or have been payable to, or be or have been in favor of, some other persons or have been acquired by Bank in a transaction with one other than Grantor, together with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancingsincreases, refundings, substitutions, replacements, consolidations and/or extensions of or for any and modifications thereofall such debts, obligations, and liabilities, or any part thereof (it being contemplated that Bank may lend additional sums of money to Grantor from time to time, but shall not be obligated to do so, and that all substitutions therefor, in whole or in part, are herein sometimes referred to as such additional sums and loans shall be part of the "Secured Indebtedness"" as hereinafter defined). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness arising under the Credit Agreements.

Secured Indebtedness. This Mortgage is given to secure the Loans Borrower, and all of the Obligations under any Guarantor, hereby acknowledge and as described in the Credit Agreements and the June 2005 Credit Agreements, including, without limitation: (a) interest on all credit outstanding under the Credit Agreements and the June 2005 Credit Agreements, as applicable, at the rates provided in the Credit Agreements; (b) the Obligations, including, without limitation, agree that the indebtedness evidenced by the Note Notes (the "Secured Indebtedness") shall include, in addition to the Notes and the June 2005 other indebtedness described herein, all other indebtedness, liabilities and obligations now owing or which may hereafter be owing by Borrower or any Guarantor to Bank, however, incurred, including, but without limiting the generality of the foregoing, (a) the Note; (c) payment and performance of , together with any and all present extensions, amendments, modifications, consolidations and future obligations of Mortgagors according to the terms of any present or future hedge transaction, including, without limitation, any present or future swap agreements, cap, floor, collar, exchange transaction, forward agreement or other exchange or protection agreements relating to any such transaction now existing or hereafter entered into between Mortgagors and Mortgagee; (d) any sums advanced as expenses or costs incurred by, or on behalf of, Mortgagee which are made or incurred pursuant to the terms of this Mortgage or any Credit Agreement pr any June 2005 Credit Agreement, plus interest thereon at the rate set forth in Section 1.1(a) of the Note and Section 1.1(a) of the June 2005 Note, as applicable, from the date of advance or expenditure until reimbursed; and (e) all other and additional debts, obligations and liabilities of every kind and character of Mortgagors now existing or hereafter arising in connection with any of the Credit Agreements and the June 2005 Credit Agreements (all of the obligations and indebtedness referred to in this Article 3, and all renewals, refinancings, extensions and modifications thereof, and all substitutions therefor, renewals thereof in whole or in part, are herein sometimes referred (b) any indebtedness, liability or obligation of Borrower or any Guarantor, to Bank under any loan or other financial arrangement made by Bank or any Guarantor on or prior to the date hereof and any and all extensions, amendments, modifications, consolidations and renewals thereof in whole or in part, (c) any indebtedness, liability or obligation of Borrower or any Guarantor to Bank under any later or future advances made by Bank to Borrower or any Guarantor, and any and all extensions, amendments, modifications, consolidations, renewals thereof in whole or in party, (d) any and all future or additional indebtedness, liabilities or obligations of Borrower or any Guarantor to Bank whatsoever, however arising, whether existing as the "Secured Indebtedness"). NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY OTHER AGREEMENT BETWEEN MORTGAGORS AND MORTGAGEE, the lien granted hereunder shall only serve to encumber the properties described in Exhibit A until payment in full by Mortgagors to Mortgagee of the Secured Indebtedness date hereof, or hereafter arising, whether arising as a loan, lease, line of credit, letter of credit, or other type of financing, and whether direct, indirect, absolute, or contingent, as maker, endorser, guarantor, surety or otherwise, whether individually or jointly with any other third party or parties, and whether evidenced by, arising out of or relating to, a promissory note, bill of exchange, check, draft, bond, letter of credit, guaranty agrxxxxnt or otherwise, and any and all renewals, modifications, amendments, consolidations and extensions thereof in whole or in part; and (e) all obligations incurred by Borrower and Guarantor under any agreement between Borrower and/or Guarantor and Bank or any affiliate of Bank now existing or hereafter entered into, which provides for an interest rate, currency, equity, credit or commodity swap, cap, floor or collar, spot or forward foreign exchange transaction, cross currency rate swap, currency option, any combination of, or option with respect to, any of the Credit Agreementsforegoing or any similar transactions, for the purpose of hedging Borrower and/or Guarantor's exposure to fluctuations in interest rates, exchange rates, currency, stock, portfolio or loan valuations or commodity prices (including any such or similar agreement or transaction entered into by Bank or any affiliate thereof in connection with any other agreement or transaction between Borrower and/or Guarantor and Bank or any affiliate thereof).