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Record owner of real estate to which the collateral
<br />is attached or upon which it is or will be located:
<br />BKEP MATERIALS, L.L.C.
<br />(formerly SemMaterials Energy Partners, L.L.C., a
<br />Delaware limited liability company), a Texas
<br />limited liability company
<br />201 NW 10th, Suite 200
<br />Oklahoma City, Oklahoma 73103
<br />Section 5.3. Reproduction of Mortgage as Financing Statement. Except as prohibited by any
<br />applicable Requirement of Law, a carbon, photographic, facsimile or other reproduction of this Mortgage
<br />may be attached as part of any financing statement relating to this Mortgage. Without limiting any other
<br />provision herein, Mortgagor hereby authorizes Administrative Agent to file, without the signature of or
<br />notice to Mortgagor, one or more financing statements, or renewal or continuation statements thereof,
<br />describing the Collateral, including, without limitation, a financing statement covering "all assets of
<br />Mortgagor, all proceeds therefrom and all rights and privileges with respect thereto," or similar import, and
<br />hereby ratifies any thereof filed prior to the execution of this Mortgage.
<br />Section 5.4. Notice to Account Debtors. In addition to, but without limitation of, the rights granted
<br />in Article III hereof, Administrative Agent may, at any time after a default has occurred that is continuing,
<br />notify the account debtors or obligors of any accounts, chattel paper, negotiable instruments or other
<br />evidences of indebtedness included in the Collateral to pay Administrative Agent directly.
<br />Section 5.5. Waivers. Administrative Agent may at any time and from time to time in writing
<br />waive compliance by Mortgagor with any covenant herein made by Mortgagor to the extent and in the
<br />manner specified in such writing, or consent to Mortgagor's doing any act which hereunder Mortgagor is
<br />prohibited from doing, or to Mortgagor's failing to do any act which hereunder Mortgagor is required to
<br />do, to the extent and in the manner specified in such writing, or release any part of the Property or any
<br />interest therein from the Lien, privilege, and security interest of this Mortgage, without the joinder of
<br />Trustee. Any party liable, either directly or indirectly, for the secured indebtedness or for any covenant
<br />herein, in any other Loan Document or in any Specified Swap Agreement or any Specified Cash
<br />Management Agreement may be released from all or any part of such obligations without impairing or
<br />releasing the liability of any other party. No such act shall in any way impair any rights or powers hereunder
<br />except to the extent specifically agreed to in such writing.
<br />Section 5.6. No Impairment of Security. To the extent allowed by any Requirement of Law, the
<br />Lien, privilege, security interest and other security rights hereunder shall not be impaired by any indulgence,
<br />moratorium or release which may be granted including, but not limited to, any renewal, extension or
<br />modification which may be granted with respect to any secured indebtedness, or any surrender,
<br />compromise, release, renewal, extension, exchange or substitution which may be granted in respect of the
<br />Property, or any part thereof or any interest therein, or any release or indulgence granted to any endorser,
<br />guarantor or surety of any secured indebtedness.
<br />Section 5.7. Acts Not Constituting Waiver. Any default may be waived without waiving any other
<br />prior or subsequent default. Any default may be remedied without waiving the default remedied. Neither
<br />failure to exercise, nor delay in exercising, any right, power or remedy upon any default shall be construed
<br />as a waiver of such default or as a waiver of the right to exercise any such right, power or remedy at a later
<br />date. No single or partial exercise of any right, power or remedy hereunder shall exhaust the same or shall
<br />preclude any other or further exercise thereof, and every such right, power or remedy hereunder may be
<br />exercised at any time and from time to time. No modification or waiver of any provision hereof nor consent
<br />to any departure by Mortgagor therefrom shall in any event be effective unless the same shall be in writing
<br />and signed by Administrative Agent and then such waiver or consent shall be effective only in the specific
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