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202202660
<br />AMENDED AND RESTATED DEED OF TRUST (for Arizona, California, Mississippi, Missouri,
<br />Montana, Nebraska, Nevada, North Carolina, Tennessee, Texas, Utah, and Washington), CREDIT
<br />LINE DEED OF TRUST (Virginia), MORTGAGE (for Alabama, Arkansas, Colorado, Idaho,
<br />Illinois, Indiana, Kansas, New Jersey, Oklahoma, and Wyoming), OPEN END MORTGAGE (for
<br />Ohio and Pennsylvania), DEED TO SECURE DEBT (Georgia), ASSIGNMENT OF LEASES AND
<br />RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT
<br />(this "Mortgage")
<br />RECITALS
<br />WHEREAS, Blueknight Energy Partners, L.P., a Delaware limited partnership ("Borrower"),
<br />Wells Fargo Bank, N.A., a national banking association ("Prior Administrative Agent"), and the other
<br />agents and existing lenders party thereto have entered into that certain Second Amended and Restated Credit
<br />Agreement, dated as of May 11, 2017 (as amended or otherwise modified prior to the effectiveness of the
<br />Amended and Restated Credit Agreement (as defined below), the "Existing Credit Agreement"), which
<br />amended and restated that certain Amended and Restated Credit Agreement, dated as of June 28, 2013 (as
<br />amended or otherwise modified prior to the effectiveness of the Existing Credit Agreement, the "2013
<br />Credit Agreement") , by and among Borrower, Prior Administrative Agent, and the other agents and
<br />existing lenders party thereto, which amended and restated that certain Credit Agreement, dated as of
<br />October 25, 2010 (as amended or otherwise modified, prior to the effectiveness of the 2013 Credit
<br />Agreement), by and among Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other
<br />agents and existing lenders party thereto, pursuant to which the lenders party thereto severally agreed to
<br />make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;
<br />WHEREAS, the obligations of the Loan Parties (as defined in the Existing Credit Agreement) under
<br />the Existing Credit Agreement are secured by, among other things, (a) that certain Amended and Restated
<br />Deed of Trust (for California, Missouri, Montana, Nebraska, Nevada, New Mexico, Tennessee, Texas,
<br />Utah, and Washington), Credit Line Deed of Trust (Virginia), Mortgage (for Arkansas, Colorado, Idaho,
<br />Illinois, Indiana, Kansas, Michigan, New Jersey, and Oklahoma), Open -End Mortgage (for Ohio and
<br />Pennsylvania), Deed to Secure Debt (Georgia), Assignment of Leases and Rents, Security Agreement,
<br />Fixture Filing and Financing Statement, dated as of June 28, 2013 (as amended, amended and restated,
<br />supplemented, or otherwise modified prior to the date hereof, the "2013 Omnibus Mortgage"), from BKEP
<br />Crude, L.L.C., BKEP Pipeline, L.P., BKEP Materials, L.L.C., BKEP Asphalt, L.L.C., BKEP Pipeline,
<br />L.L.C., BKEP Field Services, L.L.C., and BKEP Services, LLC in favor of the Prior Administrative Agent,
<br />(b) that certain Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and
<br />Financing Statement, dated as of May 6, 2015 (as amended, amended and restated, supplemented, or
<br />otherwise modified prior to the date hereof, the "2015 Wyoming Mortgage"), from BKEP Materials,
<br />L.L.C. in favor of the Prior Administrative Agent, (c) that certain Deed of Trust, Credit Line Deed of Trust,
<br />Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement, dated as of
<br />February 2, 2016 (as amended, amended and restated, supplemented, or otherwise modified prior to the
<br />date hereof, the "2016 Mortgage"), from BKEP Materials, L.L.C. in favor of the Prior Administrative
<br />Agent, (d) that certain Deed of Trust, Mortgage, Assignment of Leases and Rents, Security Agreement,
<br />Fixture Filing and Financing Statement, dated as of November 23, 2016 or October 17, 2016, as applicable,
<br />(as amended, amended and restated, supplemented, or otherwise modified prior to the date hereof, together
<br />with the 2013 Omnibus Mortgage, the 2015 Wyoming Mortgage, the 2016 Mortgage, the "Existing
<br />Mortgages"), from BKEP Terminalling, LLC, in favor of the prior Agent, in each case filed for record in
<br />the real property records of the respective jurisdictions in which the property described therein is situated,
<br />which Existing Mortgages granted certain liens and security interests in such property to or for the benefit
<br />of Prior Administrative Agent;
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<br />144646513
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