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<br />200806505
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<br />(i) all purchase, sale, gathering, processing, transportation, storage and other
<br />contracts or agreements covering or otherwise relating to the ownership or operation of the
<br />Facilities, the Servitudes, and/or the Pipeline Systems, and/or to the purchase, sale or
<br />transportation of Products, or to the separation, treatment, stabilization and/or processing of the
<br />same;
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<br />(ii) all rights, privileges and benefits under or arising out of any agreement under
<br />which any of the Property, as hereinafter defined, was acquired, including without limitation any
<br />and all representations, warranties, or covenants and any and all rights of indemnity or to rebate
<br />of the purchase price; all equipment leases, maintenance agreements, electrical supply contracts,
<br />option agreements, and other contracts and/or agreements, whether now existing or hereafter
<br />entered into, which cover, affect, or otherwise relate to the Facilities, the Servitudes, and/or the
<br />Pipeline Systems, and/or any of the Mortgaged Properties (as hereinafter defined) described
<br />above, or to the purchase, sale, transportation, gathering, separation, treatment, stabilization,
<br />dehydration, processing, delivery and/or redelivery of Products transported, gathered, separated,
<br />treated, stabilized, dehydrated, processed, delivered and/or redelivered by or in the Facilities
<br />and/or the Pipeline Systems;
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<br />(the contractual rights, contracts and other agreements described in this subsection (t) are herein
<br />sometimes collectively called the "Contracts"); and
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<br />(g)
<br />properties.
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<br />All rights, estates, powers and privileges appurtenant to the foregoing rights, interests and
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<br />TO HAVE AND TO HOLD (a) the Deed of Trust Mortgaged Properties unto the Trustee, and its
<br />successors or substitutes in this trust, and to its or their successors and assigns, in trust with power of sale
<br />pursuant to this Mortgage and as allowed under applicable law, however, upon the terms, provisions and
<br />conditions herein set forth and (b) the Other Mortgaged Properties unto Administrative Agent, and
<br />Administrative Agent's successors and assigns, with power of sale pursuant to this Mortgage and as
<br />allowed under applicable law for the benefit of Administrative Agent, LlC Issuer and Lenders, upon the
<br />terms, provisions and conditions herein set forth (the Deed of Trust Mortgaged Properties and the Other
<br />Mortgaged Properties are herein sometimes collectively called the "Mortgaged Properties").
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<br />Section 1.2. Grant of Security Interest. In order to further secure the payment of the secured
<br />indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements,
<br />warranties, and undertakings of Mortgagor hereinafter described, Mortgagor hereby grants to
<br />Administrative Agent for the benefit of Administrative Agent, LlC Issuer and Lenders a security
<br />interest in the entire interest of Mortgagor (whether now owned or hereafter acquired by operation of
<br />Law or otherwise) in and to:
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<br />(a) the Mortgaged Properties;
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<br />(b) without limitation of any other provision of this Section 1.2, all payments received in lieu
<br />of performance which are related to the Mortgaged Properties (regardless of whether such payments or
<br />rights thereto accrued, and/or the events which gave rise to such payments occurred, on or before or after
<br />the date hereof, including, without limitation, firm or prepaid transportation payments and similar
<br />payments, payments received in settlement of or pursuant to a judgment rendered with respect to finn
<br />transportation or similar obligations or other obligations under a contract, and payments received in
<br />buyout or buydown or other settlement of a contract) and/or imbalances in deliveries (the payments
<br />described in this subsection (b) being herein called "Payments in Lieu");
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<br />505901000016 DALLAS 230730L3
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<br />[MULTI STATE MORTGAGE]
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