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<br />200806505
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<br />DEED OFTRUST, MORTGAGE, OPEN END MORTGAGE, FEE AND LEASEHOLD MORTGAGE,
<br />ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND
<br />FINANCING STATEMENT (this "Mortgage")
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<br />ARTICLE 1.
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<br />GrantinlZ Clauses: Secured Indebtedness
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<br />Section 1.1. Grant and MortgalZe. SemMaterials Energy Partners, L.L.C., a Delaware limited
<br />liability company ("Mortgagor"), whose mailing address is provided on the signature page hereto, for
<br />and in consideration of the sum ofTen Dollars ($10.00) to Mortgagor in hand paid, and in order to
<br />secure the payment of the secured indebtedness hereinafter described and the performance of the
<br />obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described,
<br />does hereby as of February 20,2008 (the "Effective Date") (a) with respect to those of the following
<br />described properties, rights, and interests which are located in (or cover properties located in) the States
<br />of California, Montana, Nebraska, Nevada, North Carolina, Ohio, Texas, Virginia GRANT,
<br />BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to James Kipp in trust for the
<br />benefit of and security of the Administrative Agent (the "Multistate Trustee"); (b) with respect to
<br />those of the following described properties, rights, and interests which are located in (or cover
<br />properties located in) the State of Missouri GRANT, BARGAIN, SELL, CONVEY, TRANSFER,
<br />ASSIGN AND SET OVER to SMF Registered Services, Inc., a Missouri corporation, in trust for the
<br />benefit of and security of the Administrative Agent (the "Missouri Trustee"); ( c) with respect to those
<br />of the following described properties, rights, and interests which are located in (or cover properties
<br />located in) the State of Tennessee GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN
<br />AND SET OVER to Walter H. Neilsen in trust for the benefit of and security of the Administrative
<br />Agent (the "Tennessee Trustee"); (d) 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 Washington (the
<br />"Deed of Trust Mortgaged Properties") GRANT, BARGAIN, SELL, CONVEY, TRANSFER,
<br />ASSIGN AND SET OVER to Brian Mitchell in trust for the benefit of and security of the
<br />Administrative Agent (the "Washington Trustee"; collectively, the Multistate Trustee, the Missouri
<br />Trustee, the Tennessee Trustee and the Washing ton Trustee are herein called, "Trustee" (the address
<br />of each Trustee being set forth on the signature page hereto)(all such properties, rights, and interests
<br />which are located in (or cover properties located in) the States of California, Missouri, Montana,
<br />Nebraska, Nevada, North Carolina, Ohio, Texas, Tennessee, Virginia and Washington herein
<br />called the "Deed of Trust Mortgaged Properties"); (e) grant to Trustee a POWER OF SALE
<br />(pursuant to this Mortgage and as allowed by applicable Law) with respect to the Deed of Trust
<br />Mortgaged Properties; and (f) MORTGAGE AND WARRANT, ASSIGN, PLEDGE,
<br />HYPOTHECATE, GRANT, BARGAIN, SELL, CONVEY AND CONFIRM to Wachovia Bank,
<br />National Association, as Administrative Agent ("Administrative Agent"), and grant to Administrative
<br />Agent a POWER OF SALE (pursuant to this Mortgage and as allowed by applicable Law) with respect
<br />to, all of the following described rights, interests and properties which are located in (or cover
<br />properties located in) the States of Arkansas, Colorado, Idaho, Illinois, Indiana, Kansas, Ohio and
<br />Oklahoma (the "Other Mortgaged Properties"):
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<br />(a) Those certain tracts of land, described in Exhibit A, attached hereto and made a part
<br />hereof, and those certain surface leases and other interests in land (the "Surface Leases") all as described
<br />in Exhibit A attached hereto and made a part hereof (such tracts of land and the lands covered by the
<br />Surface Leases being herein collectively called the "Facility Sites"), together with all tanks, tank
<br />batteries, injector stations, terminals, pumps, pipelines, plants, heaters, compressors, equipment and other
<br />fixtures, personal/movable property and improvements (whether now owned or hereafter acquired by
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<br />505901000016 DALLAS 2307301.3
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<br />[MULTlSTATE MORTGAGE]
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