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<br />201305319
<br />date with the effective date of this Mortgage, which has been filed for record in the real property
<br />records of the respective jurisdictions in which the Existing Mortgage has been filed for record;
<br />WHEREAS, Borrower is a member of an affiliated group of companies that includes
<br />Mortgagor;
<br />WHEREAS, Borrower and the Mortgagor are engaged in related businesses, and
<br />Mortgagor will derive substantial direct and indirect benefit from the making of the extensions of
<br />credit under the Credit Agreement;
<br />WHEREAS, Mortgagor has entered into that certain Amended and Restated Guarantee
<br />and Collateral Agreement dated as of even date with the effective date of this Mortgage, made by
<br />Borrower, Mortgagor and certain Subsidiaries of Borrower in favor of Administrative Agent (as
<br />further amended, supplemented, restated or otherwise modified from time to time, the
<br />"Guarantee and Collateral Agreement "); and
<br />WHEREAS, it is a condition precedent to the obligation of the Lenders to make their
<br />respective extensions of credit to Borrower under the Credit Agreement that Mortgagor shall
<br />have executed and delivered this Mortgage to the Administrative Agent for the ratable benefit of
<br />the Secured Parties;
<br />NOW, THEREFORE, in consideration of the premises and for good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce
<br />Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the
<br />Lenders to make their respective extensions of credit to Borrower thereunder, Mortgagor hereby
<br />agrees as follows:
<br />ARTICLE I
<br />Granting Clauses; Secured Indebtedness
<br />Section 1.1. Grant and Mortgage. The parties listed on the cover page hereof
<br />constituting Mortgagor (herein individually and collectively called "Mortgagor "), whose
<br />mailing address is provided on the signature page hereto, for and in consideration of the sum of
<br />Ten Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the
<br />secured indebtedness hereinafter described and the performance of the obligations, covenants,
<br />agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby:
<br />(a) with respect to those of the following described properties, rights, and interests which are
<br />located in (or cover properties located in) the States of California, New Mexico, Texas, and
<br />Virginia GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to
<br />DAVID C. BROOKS (together with any successors and substitutes hereunder, the "Multistate
<br />Trustee "), in trust for the benefit of and security of the Administrative Agent (as hereinafter
<br />defined) and the Secured Parties; (b) with respect to those of the following described properties,
<br />rights, and interests which are located in (or cover properties located in) the State of Missouri
<br />GRANT, BARGAIN, SELL, CONVEY, CONFIRM, TRANSFER, ASSIGN AND SET OVER
<br />to AMY S. RUBIN (together with any successors and substitutes hereunder, the "Missouri
<br />Trustee "), in trust for the benefit of and security of the Administrative Agent and the Secured
<br />Parties; (c) with respect to those of the following described properties, rights, and interests which
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