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201007999
<br />DEED OF TRUST (for California, Missouri, Montana, Nebrsska, Nevada, New Mexico,
<br />Tenness�e, Texas, Utah, and W�shington), CREDIT LINE DEED OF TRUST (Virginia),
<br />MORTGAGE (for Arkansas, Colorado, Idaho, Illinois, Indiana, Kansas, Michigan, New
<br />Jersey, and Oklahoma) QPEN END MORTAGE (for Ohio and Pennsylvania), DEED TO
<br />SECURE DEBT (Georgia), ASSIGNMENT QF LEASES AND RENTS, SECURITY
<br />AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT
<br />(this "Mortgage")
<br />RECITALS
<br />WHEREAS, af even date herewith, Blueknight Energy Partners, L.P., a Delaware limited
<br />partnership ("Borrawer"), has entered into that certain Credit Agreement dated as of Uctober
<br />25, 2010, among Borrower, JPMorgan Chase Bank, N.A., as administrative age�rrt (in such
<br />capacity, together with its successors and assigns, the "Administrative Ag�nt"), and the other
<br />agents and Lenders from time to time party thereto (as amended, supplemented, restated,
<br />increased, extended or otherwise modified from time to time, the "Credit Agreement"),
<br />pursuant ta which the Lenders have severally agreed to make extensions of credit to Borrower
<br />upon the terms and subject to the conditions set forth therein.
<br />WHEREAS, Borrower is a member of an af�liated group of companies that includes
<br />Mortgagor;
<br />WHEREAS, Borrower and the Mortgagor are engaged in related businesses, and
<br />Mortgagor will derive substantial direct and indirect benefit from the making of the extensions of
<br />credit under the Credit Agreement;
<br />WHEREAS, of even date herewith, Martgagor has entered into that certain Guazantee
<br />and Collateral Agreement dated as of October 2S, 2010, made by Borrower, Martgagor and
<br />certain Subsidiaries af Borrower in favor of Administrative (as amended, supplemented, restated
<br />or otherwise madified from tirne to time, the "Guarantee and Collateral Agreement"); and
<br />WHEREAS, it is a condition precedent to the obligation of the Lenders to make theiar
<br />respective �xtensions of credit to Borrower under the Credit Agreement that Mortgagor shall
<br />have ex�cuted and delivered this Mortgage to the Administrative Agent for the ratable benefit of
<br />the Secured Parties;
<br />NOW, THEREFORE, in consideration of the premises and for good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce
<br />Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the
<br />Lertders to make their respective extensions of credit to Borrower thereunder, Mortgagor hereby
<br />agrees as follaws:
<br />ARTICLE I
<br />Grantin Clauses• Secured Indebtedness
<br />Section 1.1. Grant and Mort�a�e. The parties listed on the cover page hereof
<br />constituting Mortgagoar (herein individually and collectively called "Mortgagor"), whose mailing
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