Common use of Indebtedness Secured Clause in Contracts

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

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

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

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

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

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

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

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