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MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)

Mortgage Agreement

MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS) | Document Parties: F-W OIL EXPLORATION L.L.C | PRIMEENERGY MANAGEMENT CORPORATION | EASTERN OIL WELL SERVICE COMPANY | EOWS MIDLAND COMPANY | SOUTHWEST OILFIELD CONSTRUCTION COMPANY | GUARANTY BANK, FSB You are currently viewing:
This Mortgage Agreement involves

F-W OIL EXPLORATION L.L.C | PRIMEENERGY MANAGEMENT CORPORATION | EASTERN OIL WELL SERVICE COMPANY | EOWS MIDLAND COMPANY | SOUTHWEST OILFIELD CONSTRUCTION COMPANY | GUARANTY BANK, FSB

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Title: MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION (THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)
Date: 3/31/2004
Industry: Oil and Gas Operations     Sector: Energy

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                                                                 EXHIBIT 10.23.1

 

                  MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT,

                FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION

 

          (THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)

 

                  This Mortgage, Deed of Trust, Security Agreement, Financing

Statement, and Assignment of Production (this "Deed of Trust") is executed

pursuant to the Credit Agreement dated as of as of December 19, 2002, as

amended, by and among F-W OIL EXPLORATION L.L.C., a Delaware limited liability

company (herein, "Mortgagor), PRIMEENERGY CORPORATION, a Delaware corporation

("Prime"), PRIMEENERGY MANAGEMENT CORPORATION, a New York corporation ("PEMC"),

PRIME OPERATING COMPANY, a Texas corporation ("POC"), EASTERN OIL WELL SERVICE

COMPANY, a West Virginia corporation ("Eastern"), EOWS MIDLAND COMPANY, a Texas

corporation ("EOWS") and SOUTHWEST OILFIELD CONSTRUCTION COMPANY, an Oklahoma

corporation ("Southwest") (Mortgagor, Prime, PEMC, POC, Eastern, EOWS, and

Southwest herein collectively, "Borrowers"), and GUARANTY BANK, FSB, a federal

savings bank, individually as a Lender and as Agent for the lenders signatory

thereto from time to time (the "Lenders") (as amended, restated, or supplemented

from time to time, the "Credit Agreement"). Capitalized terms used but not

defined herein shall have the meanings assigned to such terms in the Credit

Agreement.

 

                  Mortgagor, acting herein by and through its proper officers

who have heretofore been duly authorized, whose mailing address is 9821 Katy

Freeway, Suite 1050, Houston, Texas 77024, hereby agrees as follows:

 

                                    ARTICLE 1

 

                                      GRANT

 

                   1.1 Lien. Mortgagor, for valuable consideration, the receipt

of which is hereby acknowledged, and in consideration of the debt and trust

hereinafter mentioned, has granted, bargained, sold, conveyed, transferred and

assigned, and by these presents does grant, bargain, sell, convey, transfer and

assign to Arthur R. Gralla, Jr., Trustee, whose address is c/o Guaranty Bank,

FSB, 333 Clay Street, Suite 4400, Houston, Texas 77002-4103, and his successors

and substitutes in trust, as hereinafter provided (the "Trustee"), for the

benefit of Guaranty Bank, FSB, as Agent for the lenders, with banking quarters

in Houston, Harris County, Texas, the mailing address for which is 333 Clay

Street, Suite 4400, Houston, Texas 77002-4103 ("Mortgagee"), the following

described Property:

 

                  (a) all right, title, and interest, whether now owned and

         existing or hereafter acquired or arising, of Mortgagor in and to the

         leases, rights of way, easements, or other documents described in

          Exhibit A attached hereto and incorporated herein for all purposes or

         described or referred to in the documents described in Exhibit A,

         without regard to any surface acreage and/or depth limitations set

         forth in Exhibit A, and all renewals and extensions thereof and all new

         leases, rights of way, easements, or other documents (i) in which an

         interest is acquired by Mortgagor after the termination or expiration

         of any lease, right of way, easement, or

 

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         other document described or referred to in Exhibit A, and (ii) that

         covers all or any part of the Property described in and covered by such

         terminated or expired lease, right of way, easement, or other document,

          to the extent, and only to the extent, such new leases, rights of way,

         easements, or other documents may cover such Property (all of the

         foregoing in this subsection (a) being the "Leases");

 

                  (b) all right, title, and interest, whether now owned and

         existing or hereafter acquired or arising, of Mortgagor in and to the

         lands subject to the Leases or otherwise described or referred to in

         Exhibit A, without regard to any surface acreage and/or depth

         limitations set forth in Exhibit A (the "Lands"), including, without

         limitation, the oil, gas, mineral, and leasehold estates in and to the

         Lands;

 

                  (c) all right, title, and interest, whether now owned and

         existing or hereafter acquired or arising, of Mortgagor in and to any

         of the oil, gas, and minerals in, on, or under the Lands, including,

         without limitation, all contractual rights, fee interests, leasehold

         interests, overriding royalty interests, non-participating royalty

         interests, mineral interests, production payments, net profits

         interests, or any other interest measured by or payable out of

         production of oil, gas, or other minerals from the Leases and/or Lands;

 

                  (d) all of the foregoing interests of Mortgagor as such

         interests may be enlarged by the discharge of any payments out of

         production or by the removal of any charges or encumbrances;

 

                   (e) all right, title, and interest, whether now owned and

         existing or hereafter acquired or arising, of Mortgagor in, to, and

         under or derived from any present or future operating, farmout,

         bidding, pooling, unitization, and communitization agreements,

         assignments, and subleases, whether or not described in Exhibit A, to

         the extent, and only to the extent, that such agreements, assignments,

         and subleases cover or include any right, title, and interest, whether

         now owned and existing or hereafter acquired or arising, of Mortgagor

         in and to all or any portion of the Leases and/or the Lands, and all

         units created by any such pooling, unitization, and communitization

          agreements and all units formed under orders, regulations, rules, or

         other official acts of any Governmental Authority having jurisdiction,

         to the extent and only to the extent that such units cover or include

         all or any portion of the Leases and/or the Lands;

 

                  (f) all right, title, and interest, whether now owned and

         existing or hereafter acquired or arising, of Mortgagor in, to, and

         under or derived from all presently existing and future advance payment

         agreements, oil, casinghead gas, and gas sales, exchange, and

         processing contracts and agreements, including, without limitation,

         those contracts and agreements that are described or referred to in

         Exhibit A, to the extent, and only to the extent, those contracts and

         agreements cover or include all or any portion of the Leases and/or the

         Lands; and

 

                                       2

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                (g) all right, title, and interest, whether now owned and

        existing or hereafter acquired or arising, of Mortgagor in, to, and

        under or derived from all existing and future permits, licenses,

        easements, and similar rights and privileges that relate to or are

         appurtenant to any of the Leases and/or the Lands.

 

                  1.2 Security Interest. Mortgagor, for the same consideration,

hereby grants to Mortgagee a continuing security interest in all improvements

and all personal Property of any kind or character defined in and subject to the

provisions of the Uniform Commercial Code ("UCC"), including, but not limited

to, substitutions and replacements for, accessions to, and the proceeds and

products from any and all of such improvements and personal Property, as well as

any and all "as- extracted collateral" as such term is defined in the UCC,

whether now owned and existing or hereafter acquired or arising, and situated on

any of the Lands, including, but not limited to, pipe, casing, tubing, rods,

storage tanks, boilers, loading racks, pumps, foundations, warehouses, and all

other personal Property and equipment of every kind and character upon,

incident, appurtenant, or belonging to and used in connection with the interest

of Mortgagor, whether now owned and existing or hereafter acquired or arising,

in the Lands and/or the Leases, including all oil, gas, and other minerals

produced or to be produced to the account of Mortgagor from the Lands and all

accounts receivable, general intangibles, and contract rights of Mortgagor in

connection with the Lands and/or the Leases and all proceeds, products,

substitutions, and exchanges thereof (the Lands, the Leases, and the real and

personal Property interests described in this Section being the "Mortgaged

Property").

 

                  1.3 Assignment of Security. Mortgagor, for the same

consideration, hereby grants to Mortgagee any and all rights of Mortgagor to

Liens securing payment of proceeds from the sale of production from the

Mortgaged Property.

 

                   1.4 After-Acquired Property. Mortgagor, for the same

consideration, hereby grants, bargains, sells, conveys, transfers, and assigns

to the Trustee or grants to Mortgagee a continuing security interest in, as the

case may be, all additional right, title, or interest which Mortgagor may

hereafter acquire or become entitled to in the interests, Properties, Lands,

Leases, and premises aforesaid, and in the oil, gas, or other minerals in and

under or produced from or attributable to any of the Lands or Leases, which

additional right, title, and interest, when acquired, shall constitute

"Mortgaged Property," the same as if expressly described and conveyed herein.

 

                  1.5 Habendum. TO HAVE AND TO HOLD all and singular the

Mortgaged Property and all other Property which, by the terms hereof, has or may

hereafter become subject to the Liens of this Deed of Trust, together with all

rights, hereditaments, and appurtenances in anywise belonging thereto, to the

Trustee or Mortgagee, as the case may be, or the successors or assigns of either

of them forever.

 

                                       3

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                                    ARTICLE 2

 

                              INDEBTEDNESS SECURED

 

                  This conveyance is made, IN TRUST, HOWEVER, to secure and

enforce the payment of the following indebtedness, obligations, and liabilities:

 

                  2.1 Specific Obligations. The Obligations, including, without

limitation, the indebtedness evidenced by (a) the Credit Agreement, (b) the

Promissory Note dated December 19, 2002, executed by Borrowers to the order of

the Lenders pursuant to the Credit Agreement in the aggregate face amount of up

to $50,000,000, bearing interest and being payable as provided therein or as

provided in the Credit Agreement, with a final maturity of December 19, 2004,

and (c) Promissory Note dated June 1, 2003, executed by Borrowers to the order

of the Lenders pursuant to the Credit Agreement in the face amount of

$3,599,998, bearing interest and being payable as provided therein or as

provided in the Credit Agreement, with a final maturity of December 19, 2004.

 

                  2.2 Additional Indebtedness.

 

                  (a) Payment of and performance of any and all present or

         future obligations of Borrowers under Commodity Hedge Agreements, as

         defined in the Credit Agreement.

 

                  (b) Payment of and performance of any and all present or

         future obligations of Borrowers under any Rate Management Transaction,

         as defined in the Credit Agreement, entered into by and between

         Borrowers and a Lender.

 

                  (c) Payment of and performance of any and all present or

         future obligations of Borrowers under any guaranty in favor of Lenders

         of any of the Borrowers' subsidiary's obligations under Commodity Hedge

         Agreements and Rate Management Transactions and all present or future

         obligations of Borrowers or Borrowers' subsidiaries under Commodity

          Hedge Agreements and Rate Management Transactions.

 

                  2.3 Other and Further Indebtedness. This Deed of Trust is

intended to secure a revolving credit line as set forth in the Credit Agreement.

If intermediate paydowns by Borrowers reduce the outstanding Indebtedness to

zero, it is intended that the Liens created under this Deed of Trust shall

remain in full force and effect as long as any Commitment exists. In addition,

it is contemplated that Borrowers may from time to time borrow additional sums

of money from or otherwise be or become obligated to Lenders. This Deed of Trust

is given to secure any and all indebtedness of Borrowers, present or future,

either direct or indirect, primary or secondary, fixed or contingent, which

Borrowers may now or hereafter owe, or as to which Borrowers may in any manner

become obligated to Lenders for payment, including, without limitation,

indebtedness arising by way of guaranty as to obligations of another to Lenders

and indebtedness originally owed to a party other than Lenders but which becomes

owing to Lenders as the result of Lenders having

 

                                       4

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acquired the right to payment thereof. This Deed of Trust shall likewise secure

not only the above described indebtedness, but any and all renewals for any

period, extensions, and rearrangements of all or any portion thereof; and the

Liens under this Deed of Trust shall be cumulative of all other Liens and

security of any and every other kind or character whatsoever securing the

above-described indebtedness. Notwithstanding the foregoing, it is not the

intention of the parties hereto to extend the Liens of this Deed of Trust so as

to violate, or give rise to an allegation of violation of, any provision of any

statute, regulation, rule, ordinance or order of any applicable jurisdiction, or

any agency or subdivision of any of such jurisdictions. In this connection, this

Deed of Trust shall not, solely as to the relevant indebtedness, serve as

security for any indebtedness when for it to do so would violate any provision

of any statute, regulation, rule, ordinance or order of any applicable

jurisdiction, or any agency or subdivision of any of such jurisdictions.

 

                  2.4 Indebtedness. The word "Indebtedness" wherever used in

this Deed of Trust shall refer to all present and future debts, obligations, and

liabilities described or referred to in this Article 2, subject, however, to the

limitations provided hereinabove in this Article 2.

 

                                     ARTICLE 3

 

                                   WARRANTIES

 

                  3.1 Warranty of Title. Mortgagor hereby binds itself, its

legal representatives, successors, and assigns, to warrant and forever defend

all and singular the Mortgaged Property to the Trustee and the successors and

assigns of the Trustee forever against every Person whomsoever lawfully claiming

or to claim the same or any part thereof. Notwithstanding that this Deed of

Trust covers all of the right, title, and interest, whether now owned and

existing or hereafter acquired or arising, of Mortgagor in and to the Mortgaged

Property, Mortgagor, for itself, its legal representatives, successors, and

assigns, further covenants, represents, and warrants that Mortgagor has good and

indefeasible title to the Mortgaged Property and that the interests of Mortgagor

in and to the Leases and/or Lands described in Exhibit A are not greater than

the working interest nor less than the net revenue interest, overriding royalty

interest, net profit interest, production payment interest, royalty interest, or

other interest payable out of or measured by production set forth in connection

with each oil and gas well described in Exhibit A. In the event Mortgagor owns

any other or greater interest, such additional interest is nonetheless included

in, covered by, and subject to the liens and security interests created by this

Deed of Trust.

 

                  3.2 Additional Warranties. In consideration of the

Indebtedness, Mortgagor, for itself, its legal representatives, successors, and

assigns, covenants, represents, and warrants that:

 

                  (a) Leases in Effect. All of the Leases specifically described

         or referred to in Exhibit A are in full force and effect. All

         covenants, express or implied, in respect of the Leases specifically

         described or referred to in Exhibit A, or of any assignment of any of

         such Leases, which may affect the validity of any of such Leases, have

         been performed insofar as such Leases pertain to the Lands.

 

                                       5

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                  (b) Interests Free of Liens. The interests of Mortgagor in the

         Mortgaged Property are free and clear of all Liens except for Permitted

         Liens. All gross production taxes and all taxes as to which non-payment

         could result in a Lien against any of the Mortgaged Property have been

         paid.

 

                  (c) Representations and Warranties. As of the date hereof, all

          representations and warranties of Mortgagor set forth in the Credit

         Agreement are true and correct in all material respects, except to the

         extent such representations and warranties relate solely to an earlier

         date, and all such representations and warranties are hereby remade by

         Mortgagor to Mortgagee.

 

                                    ARTICLE 4

 

                             COVENANTS OF MORTGAGOR

 

                  In consideration of the Indebtedness, Mortgagor, for itself,

its legal representatives, successors, and assigns, covenants and agrees as

follows:

 

                  4.1 Maintenance of Leases. Mortgagor will keep and continue

all Leases, estates, and interests herein described and all contracts and

agreements relating thereto in full force and effect in accordance with the

terms thereof and will not permit the same to lapse or otherwise become impaired

for failure to comply with the obligations thereof, whether express or implied.

In this connection, Mortgagor shall not release any of the Leases without the

prior written consent of Mortgagee.

 

                  4.2 Maintenance of Property. Mortgagor will keep and maintain

all improvements, personal Property, and equipment now or hereafter situated on

the Lands and constituting a portion of the Mortgaged Property and used or

obtained in connection therewith in good repair and condition, ordinary wear and

tear excepted, and will not tear down or remove the same or permit the same to

be torn down or removed without the prior consent of Mortgagee, except in the

usual course of operations as may be required for replacement when otherwise in

compliance with the provisions of this Deed of Trust and the Credit Agreement.

 

                  4.3 Pooling or Unitization. Mortgagor will not, without the

prior written consent of Mortgagee, pool or unitize all or any part of the

Mortgaged Property where the pooling or unitization would result in the

diminution of the net revenue interest of Mortgagor in production from the

pooled or unitized lands attributable to the Mortgaged Property constituting a

portion of such pooled or unitized lands. Immediately after the formation of any

pool or unit in accordance herewith, Mortgagor will furnish to Mortgagee a

conformed copy of the pooling agreement, declaration of pooling, or other

instrument creating the pool or unit. The interest of Mortgagor included in any

pool or unit attributable to the Mortgaged Property or any part thereof shall

become a part of the Mortgaged Property and shall be subject to the Liens hereof

in the same manner and with the same effect as though the pool or unit and the

interest of Mortgagor therein were specifically described in Exhibit A. In the

event any proceedings of any Governmental Authority which could

 

                                       6

<PAGE>

 

result in pooling or unitizing all or any part of the Mortgaged Property are

commenced. Mortgagor shall give immediate written notice thereof to Mortgagee.

Any pooling or unitization of all or any part of the Mortgaged Property in

violation of this Section shall be of no force or effect against the Trustee or

Mortgagee.

 

                  4.4 Operation of Mortgaged Property. Mortgagor will operate

or. to the extent that the right of operation is vested in others, will exercise

its best efforts to require the operator to operate the Mortgaged Property and

all wells now or hereafter located thereon continuously and in a prudent and

workmanlike manner in accordance with the best usage of the field and in

accordance with all applicable Requirements of Law. Mortgagor will comply with

all terms and conditions of the Leases and each assignment or contract

obligating Mortgagor in any way with respect to the Mortgaged Property; but

nothing herein shall be construed to empower Mortgagor to bind the Trustee or

Mortgagee to any contract or obligation or render the Trustee or Mortgagee in

any way responsible or liable for bills or obligations incurred by Mortgagor.

 

                  4.5 Compliance with Operating Agreements. Mortgagor agrees to

promptly pay all bills for labor and materials incurred in the operation of the

Mortgaged Property and will promptly pay its share of all costs and expenses

incurred under any joint operating agreement affecting the Mortgaged Property or

any portion thereof; will furnish Mortgagee, as and when requested, full

information as to the status of any joint account maintained with others under

any such operating agreement; will not take any action to incur any liability or

Lien thereunder; and will not enter into any new operating agreement or any

amendment of any existing operating agreement affecting the Mortgaged Property

without the prior written consent of Mortgagee. Furthermore. Mortgagor will not

consent or agree to participate in any proposed operation under any presently

existing operating agreement affecting the Mortgaged Property unless Mortgagor

obtains the prior written consent of Mortgagee and, if requested by Mortgagee,

deposits with the operator or Mortgagee, where Mortgagor is a non-operator, or

with Mortgagee, where Mortgagor is an operator, Mortgagor's share of the

estimated cost of the proposed operation prior to electing to participate in the

operation. To the extent that Mortgagor is unable to consent to any proposed

operation with respect to any of the Mortgaged Property, prior to electing not

to participate in the proposed operation, Mortgagor will use its best efforts,

to the extent practicable and to the extent allowed to do so under the relevant

operating agreement or other applicable contract, to farmout to others

acceptable to Mortgagee, on the best terms obtainable and acceptable to

Mortgagee, the interest or relevant portion of the interest of Mortgagor in the

proposed operation.

 

                  4.6 Access to Mortgaged Property. Mortgagor will permit

Mortgagee and its accredited agents, representatives, attorneys and employees,

at the expense of Mortgagor, at all times to go upon, examine, inspect, conduct

environmental audits and other testing of, and remain on, the Mortgaged

Property, and to go upon the derrick floor of any well at any time drilled or

being drilled thereon, and will furnish Mortgagee, upon request, all pertinent

information regarding the development and operation of the Mortgaged Property.

 

                   4.7 Waivers. Mortgagor hereby expressly waives, to the full

extent permitted by applicable law, any and all rights or privileges of

marshalling of assets, sale in inverse order of alienation, notices,

appraisements, redemption, and any prerequisite in the event of foreclosure of

the

 

                                       7

<PAGE>

 

Liens created herein. Mortgagee at all times shall have the right to release any

part of the Mortgaged Property now or hereafter subject to the Liens of this

Deed of Trust, any part of the proceeds of production or other income herein

or hereafter assigned or pledged, or any other security it now has or may

hereafter have securing the Indebtedness, without releasing any other part of

the Mortgaged Property, proceeds, or income, and without affecting the Liens

hereof as to the part or parts of the Mortgaged Property, proceeds, or income

not so released or the right to receive future proceeds and income.

 

                  4.8 Compliance with Laws. Mortgagor will comply with all

Requirements of Law applicable to the Mortgaged Property and the operations

conducted thereon, including, without limitation, the Natural Gas Policy Act of

1978, as amended, and Environmental Laws; and cause all employees, crew members,

agents, contractors, sub-contractors, and future lessees (pursuant to

appropriate lease provisions) of Mortgagor, while such Persons are acting within

the scope of their relationship with Mortgagor, to comply with all such

Requirements of Law as may be necessary or appropriate to enable Mortgagor to so

comply.

 

                  4.9 Hazardous Substances Indemnification. MORTGAGOR HEREBY

INDEMNIFIES AND HOLDS MORTGAGEE AND THE LENDERS AND THEIR RESPECTIVE

SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT, AND

AFFILIATES AND THE TRUSTEE HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,

DAMAGES, LIABILITIES, FINES, PENALTIES, CHARGES, ADMINISTRATIVE AND JUDICIAL

PROCEEDINGS AND ORDERS, JUDGMENTS, REMEDIAL ACTIONS, REQUIREMENTS AND

ENFORCEMENT ACTIONS OF ANY KIND, AND ALL COSTS AND EXPENSES INCURRED IN

CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND

EXPENSES), ARISING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM (a) THE

PRESENCE OF ANY HAZARDOUS SUBSTANCES ON, UNDER, OR FROM ANY MORTGAGED PROPERTY,

WHETHER PRIOR TO OR DURING THE TERM HEREOF, (b) ANY ACTIVITY CARRIED ON OR

UNDERTAKEN ON OR OFF ANY MORTGAGED PROPERTY, WHETHER PRIOR TO OR DURING THE TERM

HEREOF, AND WHETHER BY MORTGAGOR OR ANY PREDECESSOR IN TITLE, EMPLOYEE, AGENT,

CONTRACTOR, OR SUBCONTRACTOR OF MORTGAGOR OR ANY OTHER PERSON AT ANY TIME

OCCUPYING OR PRESENT ON ANY MORTGAGED PROPERTY, IN CONNECTION WITH THE HANDLING,

TREATMENT, REMOVAL, STORAGE, DECONTAMINATION, CLEANUP, TRANSPORTATION, OR

DISPOSAL OF ANY HAZARDOUS SUBSTANCES AT ANY TIME LOCATED OR PRESENT ON OR UNDER

SUCH PROPERTY, (c) ANY RESIDUAL CONTAMINATION ON OR UNDER ANY MORTGAGED

PROPERTY, (d) ANY CONTAMINATION OF ANY MORTGAGED PROPERTY OR NATURAL RESOURCES

ARISING IN CONNECTION WITH THE GENERATION, USE, HANDLING, STORAGE,

TRANSPORTATION, OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE BY MORTGAGOR OR ANY

EMPLOYEE, AGENT, CONTRACTOR, OR SUBCONTRACTOR OF MORTGAGOR WHILE SUCH PERSONS

ARE ACTING WITHIN THE SCOPE OF THEIR RELATIONSHIP WITH MORTGAGOR, IRRESPECTIVE

OF WHETHER ANY OF SUCH ACTIVITIES WERE OR WILL BE UN


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