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<br />200806505
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<br />ARTICLE II.
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<br />Representations; Warranties and Covenants
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<br />Section 2.1. Mortgagor represents, warrants, and covenants as follows:
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<br />(a) Title and Permitted Liens. Mortgagor has, and Mortgagor covenants to maintain, good
<br />and defensible title to the Property, all free and clear of all Liens, privileges, security interests, and
<br />encumbrances except for (i) the contracts, agreements, burdens, encumbrances and other matters set forth
<br />in the descriptions of certain of the Mortgaged Properties on ExWbit A hereto, and (ii) the Liens
<br />permitted under Section 7.01 of the Credit Agreement. Mortgagor will warrant and defend title to the
<br />Property, subject as aforesaid, against the claims and demands of all persons claiming or to claim the
<br />same or any part thereof. Any and all references made in this Mortgage to Liens permitted under Section
<br />7.01 of the Credit Agreement are made for the purpose oflimiting certain warranties and covenants made
<br />by Mortgagor herein and such reference is not intended to affect the description herein of the Mortgaged
<br />Properties nor to subordinate the Liens and security interests hereunder to any Liens permitted under
<br />Section 7.01 of the Credit Agreement.
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<br />(b) Leases and Contracts; Performance of Obli2ations. Except as otherwise permitted in the
<br />Credit Agreement, all material Contracts, Servitudes, Surface Leases and other agreements and leases
<br />forming a part of the Property are in full force and effect, and Mortgagor agrees to so maintain them in
<br />full force and effect. All rents, royalties and other payments due and payable by Mortgagor under the
<br />provisions of such Contracts, Servitudes, Surface Leases and other agreements and leases, or under the
<br />Liens permitted under Section 7.01 of the Credit Agreement, or otherwise attendant to the ownership or
<br />operation of the Property by Mortgagor, have been, and will continue to be, properly and timely paid.
<br />Mortgagor is not in default with respect to Mortgagor's obligations (and Mortgagor is not aware of any
<br />default by any third party with respect to such third party's obligations) under such Contracts, Servitudes,
<br />Surface Leases or other agreements or leases, or under the Liens permitted under Section 7.01 of the
<br />Credit Agreement, or otherwise attendant to the ownership or operation of any part of the Property, where
<br />such default could reasonably be expected to materially and adversely affect the ownership or operation
<br />of any material Property; Mortgagor will fulfill all such obligations coming due in the future. There are
<br />no situations where Mortgagor is aware that a contingent liability may exist which may require Mortgagor
<br />to account for such liability on a basis less favorable to Mortgagor than the basis on which Mortgagor is
<br />currently accounting.
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<br />(c) Contractual Arran~ements. Except to the extent that any failure could not reasonably be
<br />expected to materially and adversely affect the value of any of the Facilities or Pipeline Systems,
<br />Mortgagor will not: (i) permit any of the Facilities or Pipeline Systems to be subject to any contractual or
<br />other arrangement for gathering, transporting, storage, treating, processing or other services (A) whereby
<br />payment is or can be deferred for a substantial period after the month in which performance occurred or is
<br />or can be made other than in cash, (B) which is not on a bona fide arms-length basis and at commercially
<br />reasonable prices, on terms which are customary in the industry, or (C) for which prepayments in material
<br />amounts have been received, (ii) fail to comply with contractual and other arrangements for gathering,
<br />transporting, storage, treating, processing and other services, (iii) permit to exist any imbalances in
<br />respect to the Facilities or Pipeline Systems except for those imbalances incurred in the ordinary course of
<br />business that are settled in the ordinary course of business, (iv) permit to exist curtailment of (A) services
<br />in connection with the Facilities or Pipeline Systems or (B) transportation of its Products other than as
<br />required by applicable Laws or as a result of events of force majeure, (v) permit any Facilities or Pipeline
<br />Systems or any material part thereof to cease to operate (except as a result of customary events of force
<br />majeure) or to be abandoned, (vi) receive prepayments for services other than prepayments for liabilities
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<br />505901000016 DALLAS 2307301.3
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<br />[MULTI STATE MORTGAGE]
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