Common use of Indebtedness Secured Clause in Contracts

Indebtedness Secured. This Mortgage is executed and delivered by ▇▇▇▇▇▇▇▇▇ to secure and enforce the following (the "INDEBTEDNESS"): (a) Payment of and performance of any and all indebtedness, obligations and liabilities of Mortgagor pursuant to the Credit Agreement, whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ as principal, surety, endorser, guarantor, accommodation party or otherwise.

Indebtedness Secured. This Mortgage is made to secure and enforce the payment of the following indebtedness, obligations and liabilities: (a) All sums advanced under the terms of that certain Term Note dated as of even date herewith, in the face amount of $12,240,000 executed and delivered by ▇▇▇▇▇▇▇▇▇ and made payable to secure Mortgagee bearing interest and enforce payable as therein provided, and containing the following (the "INDEBTEDNESS"): (a) Payment usual provisions in notes of and performance of any this character, and all indebtednessrenewals, obligations rearrangements, amendments, modifications and liabilities of Mortgagor pursuant to extensions thereof (whether one or more, the Credit Agreement, whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"“Note”). (b) Any All Obligations of Mortgagor owed to Mortgagee defined in or arising pursuant to the terms of that certain Term Credit Agreement dated as of even date herewith, and all modifications, amendments, and restatements thereto (the “Credit Agreement”). (c) Payment of any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreementherein; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (cd) Any additional loans made by Mortgagee All obligations of Mortgagor owed to Mortgagor. It is contemplated Swap Counterparty, as counterparty under those certain Permitted Swap Agreements defined in or arising pursuant to the terms of that Mortgagee may lend additional sums to Mortgagor from time to timecertain Credit Agreement, but shall not be obligated to do soincluding without limitation, and that certain ISDA Master Agreement dated as of October 16, 2007 between ▇▇▇▇▇▇▇▇▇ agrees that any such additional loans shall be secured by this Mortgage. and Swap Counterparty, as referenced in the Intercreditor Agreement (d) Payment of together with all schedules and performance of any and all present confirmations in respect thereof, as amended, supplemented, restated, extended or future obligations of Mortgagor according replaced from time 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 Mortgagor and Mortgageetime). (e) Payment of and performance of any and all present or future All obligations of Mortgagor according RANCHER ENERGY WYOMING, LLC, a Wyoming limited liability company, owed to Mortgagee arising pursuant to the terms of any present or future swap agreementsthat certain Guaranty dated as of even date herewith, capand all modifications, flooramendments, collar, 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 Mortgagor and Mortgageerestatements thereto. (f) Performance All renewals, extensions, replacements and modifications of all Letter of Credit Agreements executed from time indebtedness described, referred to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement mentioned in paragraphs (a) through (e) above, and all reimbursement obligations for drawn substitutions therefor, in whole or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreementin part. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ as principal, surety, endorser, guarantor, accommodation party or otherwise.

Indebtedness Secured. This Mortgage has been given and is executed and delivered by ▇▇▇▇▇▇▇▇▇ intended to secure the full and enforce the following (the "INDEBTEDNESS"): (a) Payment of prompt payment and performance of the Obligations. This Mortgage may secure any and all additional indebtedness, obligations and liabilities whether direct, indirect, existing, future, contingent or otherwise, that may be advanced by Agent or any of Mortgagor the Banks to or for the benefit of Borrower and/or Other Borrower pursuant to the Credit AgreementDocuments, whether now existing provided that, except as otherwise provided below, the maximum principal amount of all indebtedness which may be secured hereby at any time is $55,000,000. The priority of the lien hereunder securing such future advances and future obligations shall relate back to the date this Mortgage was recorded. In addition, the Mortgage shall secure unpaid balances of advances made by Agent or hereafter arisingany Bank with respect to the Property, including for the payment of Impositions, as hereinafter defined, insurance premiums and costs incurred for the protection of the Property and any charges, expenses and fees, including, without limitation, those certain promissory notes which are or may be executed attorneys’ fees, which, by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or hereof, shall be added to and increase the Obligations. Borrower agrees that all of the Credit Agreement duties and obligations imposed on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to timeit hereunder, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, whether absolute or contingent, joint and/or several, secured or unsecured, due or not to become due, arising by operation are for the reasonable protection of law the lien of this Mortgage. This Mortgage shall remain in full force and effect with respect to all of the Property until all Obligations shall have been paid and performed in full. If the Obligations are paid and performed in accordance with the terms of the applicable Credit Documents, including, without limitation, the observance of all the agreements contained in this Mortgage, this Mortgage shall be released at the expense of Borrower. Borrower acknowledges that nothing in this Section 1 obligates Agent or otherwise, any Bank to make future advances to Borrower or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ as principal, surety, endorser, guarantor, accommodation party or otherwisePerson.

Indebtedness Secured. This Mortgage is executed Security Interest granted by Debtor to RBC secures payment and delivered by ▇▇▇▇▇▇▇▇▇ to secure and enforce the following (the "INDEBTEDNESS"): (a) Payment of and performance satisfaction of any and all indebtednessobligations, obligations indebtedness and liabilities liability of Mortgagor pursuant Debtor (or, if there is more than one Debtor, any one or more of them) to the Credit AgreementRBC (including interest thereon), whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present future, direct 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 Mortgagor and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgageeindirect, absolute or contingent, joint and/or severalmatured or not, secured extended or unsecuredrenewed, due or not duewheresoever and howsoever incurred and any ultimate unpaid balance thereof including, arising by operation of law or otherwisefor greater certainty, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other groupVisa debt, and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred by ▇▇▇▇▇▇▇▇▇ again and whether Debtor be bound alone or with another or others and whether as principalprincipal or surety (hereinafter collectively called "Indebtedness"). If the Security Interest in Collateral is not sufficient, suretyin the event of default, endorserto satisfy all Indebtedness of Debtor, guarantorthen Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and RBC shall be entitled to pursue full payment thereof. Debtor hereby acknowledges that in the event RBC extends revolving credit facilities to Debtor, accommodation party any advances made to Debtor pursuant thereto (including interest thereon) are intended to constitute Indebtedness and be secured hereby. Debtor further acknowledges that so long as such credit facilities remain available to Debtor, whether or otherwisenot they are being used at any given time and whether or not RBC is committed to make advances pursuant thereto, Debtor shall have an ongoing obligation to RBC to notify RBC in writing when Debtor wishes to terminate Debtor's right to apply for advances under such facilities, and until Debtor fulfills that obligation and pays all Indebtedness this Security Agreement and the Security Interest granted hereby shall continue in full force and effect and Debtor shall not be entitled to call for any discharge of such Security Interest or any registration evidencing the same.

Indebtedness Secured. This Mortgage is executed and delivered by ▇▇▇▇▇▇▇▇▇ Mortgagor to secure and enforce the following (the "INDEBTEDNESS"): (a) Payment of and performance of any and all indebtedness, obligations and liabilities of Mortgagor pursuant to the Credit Agreement, whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 together with interest at the rate set forth on the Credit Agreement, with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ Mortgagor agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ Mortgagor under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ Mortgagor as principal, surety, endorser, guarantor, accommodation party or otherwise.

Indebtedness Secured. This Mortgage has been given and is executed and delivered by ▇▇▇▇▇▇▇▇▇ intended to secure the full and enforce the following (the "INDEBTEDNESS"): (a) Payment of prompt payment and performance of any the Obligations and all indebtedness, constitutes a future advance mortgage under K.S.A. §58-2336. This Mortgage secures future advances from the Banks to Borrower or Other Borrower and other future obligations of Borrower and/or Other Borrower to the Banks and liabilities of Mortgagor the Agent pursuant to the Credit AgreementDocuments; provided, however, that, notwithstanding anything to the contrary in this Mortgage, (i) the maximum aggregate principal balance secured hereby shall not exceed $19,700,000 (the “Maximum Amount Secured”), and (ii) payments made on account of the obligations secured hereby or any portion thereof, whether now existing in the ordinary course, as prepayments or hereafter arisingotherwise, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to shall not reduce the order of each Lender and being in Maximum Amount Secured unless the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called obligations secured hereby is less than the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or Maximum Amount Secured. The priority of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; lien hereunder securing such future advances and all other indebtedness of Mortgagor arising pursuant future obligations shall relate back to the provisions date this Mortgage was recorded. In addition, the Mortgage shall secure unpaid balances of this Mortgage. (c) Any additional loans advances made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements Agent or any option Bank with respect to the Property, for the payment of Impositions, as hereinafter defined, insurance premiums and costs incurred for the protection of the Property and any such transaction now existing or hereafter entered into between Mortgagor charges, expenses and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to fees, including, without limitation, attorneys’ fees, which, by the terms hereof, shall be added to and increase the Obligations. Borrower agrees that all of any present or future swap agreementsthe duties and obligations imposed on it hereunder, cap, floor, collar, 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 Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, whether absolute or contingent, joint and/or several, secured or unsecured, due or not to become due, arising by operation are for the reasonable protection of law the lien of this Mortgage. This Mortgage shall remain in full force and effect with respect to all of the Property until all Obligations shall have been paid and performed in full. If the Obligations are paid and performed in accordance with the terms of the applicable Credit Documents, including, without limitation, the observance of all the agreements contained in this Mortgage, this Mortgage shall be released at the expense of Borrower. Borrower acknowledges that nothing in this Section 1 obligates Agent or otherwise, any Bank to make future advances to Borrower or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ as principal, surety, endorser, guarantor, accommodation party or otherwisePerson.

Indebtedness Secured. This Mortgage is executed and delivered by ▇▇▇▇▇▇▇▇▇ to secure and enforce the following (the "INDEBTEDNESS"): (a) Payment of Security Interest granted by Debtor to RBC secures payment and performance satisfaction of any and all indebtednessobligations, obligations indebtedness and liabilities liability of Mortgagor pursuant Debtor (or, if there is more than one Debtor, any one or more of them) to RBC (including interest thereon), present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof including, for greater certainty, any Visa debt, and whether the Credit Agreement, whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as same is from time to time supplemented, amended reduced and thereafter increased or modified entirely extinguished and all other notes given thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called "Indebtedness"). If the Security Interest in substitution therefor or in modification, renewal or extension thereofCollateral is not sufficient, in whole or in partthe event of default, being hereafter called the "NOTE")to satisfy all Indebtedness of Debtor, then Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and RBC shall be entitled to pursue full payment thereof. (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or Debtor hereby acknowledges that in the Credit Agreement; event RBC extends revolving credit facilities to Debtor, any advances made to Debtor pursuant thereto (including interest thereon) are intended to constitute Indebtedness and be secured hereby. Debtor further acknowledges that so long as such credit facilities remain available to Debtor, whether or not they are being used at any given time and whether or not RBC is committed to make advances pursuant thereto, Debtor shall have an ongoing obligation to RBC to notify RBC in writing when Debtor wishes to terminate Debtor's right to apply for advances under such facilities, and until Debtor fulfills that obligation and pays all other indebtedness of Mortgagor arising pursuant to Indebtedness this Security Agreement and the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but Security Interest granted hereby shall continue in full force and effect and Debtor shall not be obligated entitled to do so, and ▇▇▇▇▇▇▇▇▇ agrees that call for any discharge of such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements Security Interest or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgageeregistration evidencing the same. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ as principal, surety, endorser, guarantor, accommodation party or otherwise.

Indebtedness Secured. This Mortgage is executed and delivered by ▇▇▇▇▇▇▇▇▇ Mortgagor to secure and enforce the following (the "INDEBTEDNESS"): (a) Payment of and performance of any and all indebtedness, obligations and liabilities of Mortgagor pursuant to the Credit Agreement, whether now existing or hereafter arising, including without limitation, those certain promissory notes which are or may be executed by Mortgagor payable to the order of each Lender and being in the aggregate principal amount of $75,000,000 with final maturity on or before February 9, 2004 and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part (such notes, as from time to time supplemented, amended or modified and all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, being hereafter called the "NOTE"). (b) Any sums which may be advanced or paid by Mortgagee under the terms hereof or of the Credit Agreement on account of the failure of Mortgagor to comply with the covenants of Mortgagor contained herein or in the Credit Agreement; and all other indebtedness of Mortgagor arising pursuant to the provisions of this Mortgage. (c) Any additional loans made by Mortgagee to Mortgagor. It is contemplated that Mortgagee may lend additional sums to Mortgagor from time to time, but shall not be obligated to do so, and ▇▇▇▇▇▇▇▇▇ Mortgagor agrees that any such additional loans shall be secured by this Mortgage. (d) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future interest rate or currency swap, rate cap, rate floor, rate collar, forward rate agreement or other exchange or rate protection agreements or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (e) Payment of and performance of any and all present or future obligations of Mortgagor according to the terms of any present or future swap agreements, cap, floor, collar, forward agreement or other exchange or protection agreements relating to crude oil, natural gas or other hydrocarbons or any option with respect to any such transaction now existing or hereafter entered into between Mortgagor and Mortgagee. (f) Performance of all Letter of Credit Agreements executed from time to time by ▇▇▇▇▇▇▇▇▇ Mortgagor under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or undrawn portions under any Letter of Credit now outstanding or hereafter issued under or pursuant to the Credit Agreement. (g) Payment of and performance of any and all other indebtedness, obligations and liabilities of any kind of Mortgagor to the Mortgagee, now or hereafter existing, arising directly between Mortgagor and the Mortgagee or acquired outright, as a participation, conditionally or as collateral security from another by the Mortgagee, absolute or contingent, joint and/or several, secured or unsecured, due or not due, arising by operation of law or otherwise, or direct or indirect, including indebtedness, obligations and liabilities to the Mortgagee of Mortgagor as a member of any partnership, syndicate, association or other group, and whether incurred by ▇▇▇▇▇▇▇▇▇ Mortgagor as principal, surety, endorser, guarantor, accommodation party or otherwise.