Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 12

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          mortgagee, acting in a fiduciary capacity for the benefit of the            
          United States and FFB.  Property subject to the mortgage included           
          real estate owned by the partnership; plants, facilities, and               
          buildings owned by the partnership or leased by the partnership;            
          the partnership’s rights to and under certain contracts                     
          (including gas purchase agreements, the project administration              
          agreement, and the coal purchase agreement, all of which are                
          discussed infra); and all other real or personal property “now              
          owned or hereafter acquired by Borrower”.                                   
               Pursuant to the mortgage, an “event of default” would                  
          include termination in the project by any two or more partners              
          and the partnership’s failure to make timely principal or                   
          interest payments.  In the event of a default, the trustee was              
          entitled to take possession of the mortgaged property without               
          legal process, operate the mortgaged property, receive all income           
          from the operation, pay all expenses, and proceed to sell the               
          mortgaged property in foreclosure proceedings.  The United States           
          was authorized to bid on and purchase the mortgaged property.               
          Sale proceeds were to be applied first to paying any interest and           
          principal then due on the note and then to repaying all amounts             
          paid by the United States pursuant to the guarantee.  The                   
          mortgage provided that the partnership agreed, “To the full                 
          extent it may legally do so”, to waive “any and all rights of               
          redemption from sale under order or decree of foreclosure of this           

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