Common use of W I T N E S E T H Clause in Contracts

W I T N E S E T H. To secure the payment of an indebtedness in the principal sum of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS ($26,315,789.47) in lawful money of the United States of America, to be paid with interest according to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") (said indebtedness, interest and all other sums which may or shall become due hereunder and under the Note being hereinafter collectively referred to as the "Debt") and the performance and observance of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage, Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, hypothecated and assigned, and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to all of the following property rights, interests and estates (collectively the "Mortgaged Property"):

W I T N E S E T H. To secure IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION; THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the Obligations; (2) the payment of an indebtedness such additional loans or advances as hereafter may be made to Trustor (individually or jointly and severally with any other Person) or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided, however, that any and all future advances by Beneficiary to Trustor made for the improvement, protection or preservation of the Trust Estate, together with interest at the rate applicable to overdue principal set forth in the principal sum Credit Agreement, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (3) the payment of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS all sums expended or advanced by Beneficiary under or pursuant to the terms hereof or to protect the security hereof ($26,315,789.47) including Protective Advances as such term is defined in lawful money Section 4.2 hereof), together with interest thereon as herein provided (without limiting the generality of the United States protections afforded by NRS Chapter 106, funds disbursed that, in the reasonable exercise of AmericaBeneficiary's judgment, are needed to complete Improvements to the Land or to protect Beneficiary's security interest in the Trust Estate are to be paid with interest according to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") (said indebtedness, interest and all other sums which may or shall become due deemed obligatory advances hereunder and under will be added to the Note being hereinafter collectively referred to as total indebtedness secured by this Deed of Trust and such indebtedness shall be increased accordingly), Trustor, in consideration of the "Debt") and the performance and observance of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage, Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, hypothecated and assignedpremises, and by these presents for the purposes aforesaid, does hereby mortgageASSIGN, giveBARGAIN, grantCONVEY, bargainPLEDGE, sellRELEASE, alienHYPOTHECATE, enfeoffWARRANT, convey, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to all AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE BANKS each of the following property rights, interests and estates (collectively the "Mortgaged Property"):following:

W I T N E S E T H. To secure BACKGROUND. AAI is the payment former direct or indirect corporate parent of, and is the present successor by merger to, AAI Refining & Marketing Company of an indebtedness Alabama, Inc., a Delaware corporation ("R&M"), and GAMXX Energy, Inc., a Louisiana corporation ("GAMXX"). In March of 1987, GAMXX entered into various agreements (collectively, the "Lloyds Documents") with Lloyds Bank plc and Lloyds International Trading Limited (collectively, "Lloyds") pursuant to which Lloyds then and thereafter made loans and extended other credit to GAMXX (collectively, the "Lloyds Loans"). The Lloyds Loans were secured by (i) a first mortgage lien on the land and improvements constituting a crude oil refinery owned by GAMXX and located in Theodore, Alabama (the principal sum "Refinery"), (ii) a second mortgage lien on the land and improvements constituting a crude oil terminal facility also owned by GAMXX and also located in Theodore, Alabama (the "Terminal"), and (iii) a security interest in all personal property of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS GAMXX ($26,315,789.47) all of such property, together with all other rights or interest of Lloyds, of any nature whatsoever, in lawful money any property of GAMXX, of any nature whatsoever, being herein called the "Lloyds Collateral"). In August of 1989, GAMXX and R&M filed voluntary petitions for reorganization under Chapter 11 of the United States of America, to be paid with interest according to a certain note dated the date hereof made by Mortgagor to Mortgagee Bankruptcy Code (the note together with all extensions, renewals or modifications thereof proceedings resulting thereby being hereinafter collectively called the "NoteGAMXX Bankruptcy") ). In February of 1990, pursuant to a Loan Purchase Agreement, made as of December 29, 1989, and related documentation, CEC purchased from Lloyds all of Lloyds' interest in the Lloyds Documents, the Lloyds Loans and the Lloyds Collateral (said indebtednesscollectively, the "Lloyds Assets"). By Agreement dated September 21, 1990 (the "1990 Agreement"), AAI agreed, subject to the conditions stated therein, to transfer to CEC all of AAI's interest in all capital stock of R&M, GAMXX or any reorganized debtor resulting from the GAMXX Bankruptcy (the "Reorganized Debtor"). Pursuant to a Third Amended Joint Plan of Reorganization in the GAMXX Bankruptcy, confirmed on November 13, 1990 (the "Plan"), in satisfaction of its claims in the GAMXX Bankruptcy, but subject to the terms and all other sums conditions of the Plan, the "Castle Funding Group", as defined in the Plan, of which may or shall become due hereunder CEC is the only member, was entitled to have issued to it forty-three percent of the common stock of the Reorganized Debtor (hereinafter CEC and under the Note being hereinafter Castle Funding Group are collectively referred to as "Castle"). All present equity interests, if any, of Castle in AAI (whether as the Reorganized Debtor or otherwise), R&M or GAMXX, together with all rights, if any, of Castle hereafter to receive (whether pursuant to the 1990 Agreement, the Plan or otherwise) any equity interest in any such entity, are herein called the "DebtEquity Assets". All obligations (other than those included among the Lloyds Assets or relating to the Equity Assets), if any, of whatsoever nature, of AAI (whether as the Reorganized Debtor or otherwise), R&M or GAMXX to Castle, or any affiliate of Castle, are herein called the "Other Assets". By Asset Purchase Agreement dated May 24, 1994, ("May 24, 1994, Agreement") and the performance and observance Castle agreed to sell to AAI all of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage, Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, hypothecated and assigned, and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all Castle's right, title and interest of Mortgagor now owned, or hereafter acquired, in and to the Lloyds Assets, the Equity Assets and the Other Assets (collectively, the "Assets"), without recourse except as specifically provided for in the May 24, 1994 Agreement. The May 24, 1994 Agreement expired in accordance with its terms without the sale contemplated thereby having occurred. On May 1, 1995, Castle and AAI entered into a second Asset Purchase Agreement ("Second Agreement") in which Castle agreed to sell to AAI all of Castle's right, title and interest in and the following property rightsAssets, interests without recourse except as specifically permitted in the Second Agreement. The Second Agreement expired in accordance with its terms without the sale contemplated thereby having occurred. AAI believes that it has arranged for the necessary funding for the restart and estates (collectively rehabilitation of the "Mortgaged Property"):Refinery and is desirous of acquiring the Assets from Castle. Castle remains willing to cooperate with AAI in its efforts to restart the Refinery and remains willing to sell the Assets to AAI. AAI wishes to purchase the Assets from Castle, and Castle wishes to sell the Assets to AAI, on the terms and conditions hereinafter set forth.

W I T N E S E T H. To secure IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION; THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the due and punctual payment of the indebtedness evidenced by the Notes; (2) the performance of each covenant and agreement of Trustor contained in the Mortgage Notes Indenture, herein, in the Mortgage Notes Indenture Security Documents, each other Security Document granting a security interest for the benefit of the Beneficiary is a party and the Funding Agents' Disbursement and Administration Agreement; (3) the payment of an indebtedness in such additional loans or advances as hereafter may be made to Trustor (individually or jointly and severally with any other Person) or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided, however, that any and all future advances by Beneficiary to Trustor made for the principal sum of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS ($26,315,789.47) in lawful money improvement, protection or preservation of the United States Trust Estate, together with interest at the rate applicable to overdue principal set forth in Section 4.01 of Americathe Mortgage Notes Indenture, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be paid secured hereby and (4) the payment of all sums expended or advanced by Beneficiary under or pursuant to the terms hereof or to protect the security hereof (including Protective Advances as such term is defined in Section 4.2 hereof), together with interest according to a certain note dated thereon as herein provided, Trustor, in consideration of the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") (said indebtedness, interest and all other sums which may or shall become due hereunder and under the Note being hereinafter collectively referred to as the "Debt") and the performance and observance of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage, Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, hypothecated and assignedpremises, and by these presents for the purposes aforesaid, does hereby mortgageASSIGN, giveBARGAIN, grantCONVEY, bargainPLEDGE, sellRELEASE, alienHYPOTHECATE, enfeoffWARRANT, conveyAND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to all AND THE MORTGAGE NOTE HOLDER(S) each of the following property rights, interests and estates (collectively the "Mortgaged Property"):following:

W I T N E S E T H. To secure the payment of an indebtedness in the original principal sum of TWENTY SIX up to FIFTY MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 NO/100 DOLLARS ($26,315,789.4750,000,000) in as may be outstanding from time to time, lawful money of the United States of America, to be paid with interest according to a certain note Loan Agreement, dated as of the date hereof made hereof, among Mortgagor and each additional entity listed on Schedule 1 thereto, as borrowers (collectively, the "Borrowers"), Mortgagee, as initial lender and agent, Kranzco Realty Trust, as guarantor, and Bank Leumi, as collateral agent (as the same may be extended, renewed, supplemented or modified, the "Loan Agreement"; capitalized terms used herein and not defined having the meanings ascribed thereto in the Loan Agreement), as evidenced by Mortgagor that certain Global Promissory Note executed and delivered by the Borrowers pursuant to Mortgagee the Loan Agreement (as the note together with all extensionssame may be extended, renewals renewed, supplemented, exchanged, substituted, replaced or modifications thereof being hereinafter collectively called modified, collectively, the "Note") (said indebtedness; the Loan Agreement, interest the Note, this Mortgage, the other Collateral Security Instruments and any other documents executed and delivered in connection with the Loan, collectively, the "Loan Documents"), as security for the payment and performance of all other sums which may or shall become due of the Borrowers' obligations hereunder and under the Note being hereinafter collectively referred to as Loan Documents (collectively, the "DebtObligations") and the performance and observance of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage), Mortgagor has mortgaged, given, granted, bargained, sold, alienedalienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and assigned, and by these presents does hereby mortgage, give, grant, bargain, sell, alienalienate, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate and assign unto Mortgagee with Mortgage Covenants WITH MORTGAGE COVENANTS, all of Mortgagor's right, title and interest in and to the real property described in Exhibit A attached hereto (the "Land") and the buildings, structures and improvements of every nature whatsoever now or hereafter located thereon (including, but not limited to, all gas and electric fixtures, radiators, heaters, docks and docking facilities, engines and machinery, boilers, ranges, elevators and motors, plumbing, heating and air conditioning fixtures, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to the Land or said buildings, structures or improvements) (the "Improvements"); TOGETHER WITH: all right, title, interest and estate of Mortgagor now owned, or hereafter acquired, in and to all of the following property followixx xxxxxxty, rights, interest and estates (Mortgagor's interest in the Land and the Improvements, together wxxx xxx xollowing property, rights, interests and estates (being hereinafter described are collectively referred to herein as the "Mortgaged Property"):

W I T N E S E T H. To secure That under the payment provisions of an indebtedness in the principal sum of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS ($26,315,789.47) in lawful money Title XI of the United States of AmericaMerchant Marine Act, to be paid with interest according to a certain note dated 1936, as amended and in effect on the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") (said indebtednessprovisions, interest as so amended and all other sums which may or shall become due hereunder and under in effect on the Note date hereof, being hereinafter collectively referred to as the called "DebtTitle XI") and in consideration of (i) the performance covenants of the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI, and observance (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secretary hereby commits itself as herein provided. The following executed documents are annexed to each counterpart of this Guarantee Commitment: the Security Agreement, the Title XI Reserve Fund and compliance with Financial Agreement, and the Depository Agreement. Annexed to each and every obligationcounterpart of this Guarantee Commitment are forms of the Consent of Shipyard, covenantthe Credit Agreement, warrantythe Indenture, agreementthe Obligations, termthe Authorization Agreement, provision and condition conferred in this the Mortgage, Mortgagor has mortgagedand the Secretary's Note. As used herein, giventhe "Closing Date" refers to the date for the execution and delivery of the Obligations as provided in the Credit Agreement annexed hereto, grantedsubject to the conditions contained in Article V hereof. The Consent of Shipyard, bargainedthe Credit Agreement, soldthe Indenture, alienedthe Obligations, enfeoffed, conveyed, confirmed, pledged, hypothecated and assignedthe Authorization Agreement, and the Secretary's Note (except as otherwise required by these presents does hereby mortgagethe Secretary), giveshall be executed and delivered substantially in the respective forms annexed hereto, grantexcept that the blanks, bargainif any, selltherein shall be filled in as contemplated therein and herein and, alien, enfeoff, convey, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all right, title except further that the maturity dates and interest of Mortgagor now owned, or hereafter acquired, in and to all rates of the following property rights, interests Obligations must be further approved by the Secretary. The Mortgage shall be executed and estates (collectively delivered substantially in the "Mortgaged Property"):form annexed hereto on the Delivery Date.