FORM OF MORTGAGE MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT

Exhibit 10.15

EXHIBIT E

FORM OF MORTGAGE

MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS.

THIS INSTRUMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. THIS INSTRUMENT AND THE LIENS CREATED PURSUANT HERETO COVER, AMONG OTHER THINGS, PRODUCTS AND PROCEEDS. THIS INSTRUMENT ALSO COVERS FIXTURES IN WHICH MORTGAGOR OWNS AN INTEREST. THIS INSTRUMENT CONTAINS AN ASSIGNMENT OF RENTS AND LEASES.

A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE COLLATERAL ENCUMBERED BY THIS DEED OF TRUST AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS DEED OF TRUST.

FROM

[MORTGAGOR],
as Mortgagor

TO

[Sean Murphy], Trustee
for the benefit of

UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
(Mortgagee and Secured Party)

                     , 20      

For purposes of filing this Deed of Trust as a financing statement, the mailing address of Mortgagor is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: Steve McDonnell; the mailing address of Mortgagee is 445 South Figueroa Street, 15 ^th Floor, Los Angeles, California 90071, Attention: Don Smith.

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ATTENTION OF RECORDING OFFICER : This instrument is a mortgage of both real and personal property and is, among other things, a Security Agreement and Financing Statement under the Uniform Commercial Code. This instrument creates a lien on rights in or relating to lands of Mortgagor which are described in Exhibit A hereto.

RECORDED DOCUMENT SHOULD BE RETURNED TO:

BRACEWELL & GIULIANI LLP
South Tower Pennzoil Place
711 Louisiana Street, Suite 2300
Houston, Texas 77002
Attention: Christina R. Stegemoller

MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
RENTS AND LEASES, FIXTURE FILING AND FINANCING STATEMENT

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY. THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY AND FUTURE ADVANCE PROVISIONS.

     THIS MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING, AND FINANCING STATEMENT (this “ Deed of Trust ”) dated effective as of _________, 20___, is executed and delivered by [MORTGAGOR] (“ Mortgagor ”), to [Sean Murphy] as Trustee for the benefit of UNION BANK OF CALIFORNIA, N.A. (the “ Mortgagee ”) in its capacity as the administrative agent under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as hereinafter defined). The addresses of Mortgagor and Mortgagee appear in Section 6.12 of this Deed of Trust.

WITNESSETH:

     WHEREAS, this Deed of Trust is executed in connection with, and pursuant to the terms of, the Amended and Restated Credit Agreement dated as of August ___, 2007 (as hereafter renewed, extended, amended, supplemented and/or restated from time-to-time, the “ Credit Agreement ”) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, as borrower (“ Borrower ”), the banks party thereto from time to time (individually, a “ Bank ” and collectively, the “ Banks ”), the Banks issuing letters of credit thereunder from time to time (individually, an “ Issuing Bank ” and collectively, the “ Issuing Banks ”), and Mortgagee as administrative agent for the Banks and the Issuing Banks (“ Administrative Agent ”).

     WHEREAS, the Borrower is the principal financing entity for all capital requirements of certain of its Subsidiaries. Mortgagor is a wholly-owned Subsidiary of Borrower, and Mortgagor will derive substantial direct or indirect benefit from the transactions contemplated by the Credit Documents.

     WHEREAS, the Borrower or any of its Subsidiaries may from time-to-time enter into one or more Interest Rate Contracts with a Bank or an Affiliate of a Bank (each such counterparty, a “ Swap Counterparty ”, and together with the Banks, the Issuing Banks, the Mortgagee, and Administrative Agent being collectively referred to herein as the “ Credit Parties ”) and Mortgagor will directly or indirectly benefit from such Interest Rate Contracts.

     WHEREAS, it is a condition to the performance obligation of Mortgagee and of the Banks under certain of the Credit Documents that Mortgagor shall have executed and delivered this Deed of Trust.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration and in order to induce Mortgagee, Administrative Agent, Issuing Banks, and the Banks to enter into the Credit Agreement and the Swap Counterparties to enter into the Interest Rate Contracts, Mortgagor has agreed to execute and deliver this Deed of Trust and Mortgagor (a) wishes to make this Deed of Trust in favor of the Trustee for the benefit of Mortgagee on behalf of the Credit Parties to secure the Secured Obligations (as defined below) and (b) hereby agrees as follows:

ARTICLE I

DEFINITIONS

     1.1 Defined Terms under the Credit Agreement. As used in this Deed of Trust, and in the event such terms are not otherwise defined in this Deed of Trust, such terms shall have the meanings assigned to such terms in the Credit Agreement.

     1.2 Certain Defined Terms . As used in this Deed of Trust, the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

     (a) “ Accounts ” means all accounts (as that term is defined in the UCC) and all other rights to payment now or hereafter owned by Mortgagor, or in which Mortgagor holds or acquires any other right, title or interest, whether or not earned by Mortgagor by performance.

     (b) “ Books, Records, and Data ” means all of the following, whether written or in electronically reproducible form, to the extent any of the following is used in connection with or associated with the ownership and/or operation of the Refined Products Pipeline Systems or the Refined Products Terminals: all documents; instruments; papers; books; records; books of account; files and data, including engineering, operating, and other technical data, summaries, reports, drawings, and maps; certificates; financial statements; ledgers; minute books; and environmental studies and plans.

     (c) “ Contracts ” means all contracts and agreements now in effect, or hereafter entered into by Mortgagor, Mortgagor’s predecessors in interest, or by any other parties to the extent that Mortgagor has any right or interest thereto or thereunder for the sale, purchase, marketing, exchange, processing, treating, compressing, handling, storing, transporting, transmitting or gathering of Hydrocarbons, to the extent such contracts and agreements cover, include or relate to all or any portion of the Lands and the Systems, including without limitation, the Omnibus Agreement, the Pipelines and Terminals Agreement and the other contracts and agreements described on Schedule 1 attached hereto and made a part hereof, and all exhibits, schedules and other attachments to such contracts, as the same may be amended, supplemented or otherwise modified or replaced from time to time.

     (d) “ Fixtures ” means any fixture or fixtures now or hereafter owned or leased by Mortgagor, or in which Mortgagor holds or acquires any other right, title or interest, constituting “fixtures” under the UCC or that is considered a “fixture” pursuant to any applicable Legal Requirement of any jurisdiction in which such property is located or pursuant to the Legal Requirements of which the character, constitution, or classification of such property may be determined. “Fixtures” as used in this Deed of Trust includes, but shall not be limited to, the Fixture Operating Equipment, all pipe that comprises part of a pipeline system owned in whole or in part by Mortgagor, and any and all additions, substitutions and replacements of any of the foregoing, wherever located, including all

improvements thereon and all attachments, components, parts, equipment and accessories installed thereon or affixed thereto together with all proceeds, products, renewals, increases, profits, substitutions, replacements, additions, and accessions of any of the foregoing.

     (e) “ Fixture Operating Equipment ” means any equipment related to or used in connection with the operation of fixtures, including, without limitation, the items described in the first sentence of the definition of Operating Equipment (as hereinafter defined), which as a result of being incorporated into realty or structures or improvements located therein or thereon, with the intent that they remain there permanently, constitute fixtures under the laws of the state in which such equipment is located.

     (f) “ General Intangibles ” means all general intangibles now or hereafter owned by Mortgagor, or in which Mortgagor holds or acquires any other right, title or interest, constituting “general intangibles” or “payment intangibles” under the UCC, including intellectual property, trademarks, trademark applications, trademark registrations, trade names, fictitious business names, business names, company names, business identifiers, prints, labels, trade styles and service marks (whether or not registered), trade dress, including logos and/or designs, copyrights, patents, patent applications, or goodwill of Mortgagor’s businesses symbolized by any of the foregoing, trade secrets, license rights, license agreements, permits, franchises, and any rights to tax refunds to which Mortgagor is now or hereafter may be entitled.

     (g) “ Hydrocarbons ” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products, and other substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction with such substances, including, but not limited to, sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals, ores, or substances of value and the products and proceeds therefrom.

     (h) “ Lands ” means the real property (including any buildings and improvements located thereon) (i) described or referred to in the Exhibit A attached hereto or (ii) described in any instrument or document described in Exhibit A and which descriptions are incorporated herein by reference.

     (i) “ Leases ” means any and all leases or subleases means all leases or subleases covering the Lands or the Systems or any portion thereof now or hereafter existing or entered into.

     (j) “ Mortgaged Property ” means, (x) with respect to the lien created by this Deed of Trust, all of Mortgagor’s right, title, and interest in the following, to the extent such property is capable of being encumbered by the liens other than the security interest granted hereunder pursuant to any applicable Legal Requirement, and (y) with respect to the security interest granted to Mortgagee pursuant to this Deed of Trust, all of Mortgagor’s right, title, and interest in the following, to the extent such property is

capable of being encumbered by the security interest granted hereunder pursuant to any applicable Legal Requirement:

(i) Accounts;

(ii) Books, Records, and Data;

(iii) Fixtures;

(iv) General Intangibles;

(v) the Lands;

(vi) Leases and Rents;

(vii) Material Contracts;

(viii) Operating Equipment;

(ix) Refined Products;

(x) the Systems;

(xi) the Servitudes;

(xii) all other real, personal, or mixed property which comprises a part of, is necessary for, and/or is used or is held for use in connection with any of the foregoing;

(xiii) any of the foregoing that is acquired by Mortgagor at any time after the date of Deed of Trust and

(xiv) any Proceeds of any of the foregoing.

     (k) “ Operating Equipment ” means all surface or subsurface machinery, equipment, facilities, supplies, or other tangible personal property, including oil wells, gas wells, water wells, injection wells, gas processing plants, casing, tubing, rods, pumps, pumping units and engines, christmas trees, derricks, separators, gun barrels, flow lines, tanks, tank batteries, gas systems (for gathering, treating, compression, disposal or injection), chemicals, solutions, water systems (for treating, disposal and injection), pipe, pipelines, meters, apparatus, boilers, compressors, liquid extractors, connectors, valves, fittings, power plants, poles, lines, cables, wires, transformers, starters and controllers, machine shops, tools, machinery and parts, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and other communication systems, roads, loading docks, loading racks and shipping facilities, fixtures, and other appurtenances, appliances and property of every kind and character, movable or immovable, together with all improvements, betterments and additions, accessions and attachments thereto and replacements thereof, in each case wherever located and to the extent any of such

tangible personal property is used in connection with or associated with the ownership and/or operation of the Lands or the Systems. For the avoidance of doubt, but without limiting the generality of the foregoing, “ Operating Equipment ” shall not include any items incorporated into realty or structures or improvements located therein or thereon in such a manner that such items no longer remain personalty under the laws of the state in which such equipment is located.

     (l) “ Organizational Documents ” means (i) in the case of a corporation, its articles or certificate of incorporation and bylaws, (ii) in the case of a general partnership, its partnership agreement, (iii) in the case of a limited partnership, its certificated of limited partnership and partnership agreement, (iv) in the case of a limited liability company, its articles of organization and operating agreement or regulations, and (v) in the case of any other entity and, to the extent any of the types of entities previously described have other organizational and governance documents and agreements not otherwise described in this definition, its and their organizational and governance documents and agreements.

     (m) “ Personalty Collateral ” means any part of the Mortgaged Property constituting personal property or with respect to which the UCC governs the creation, attachment, and perfection of liens and security interests in such property, whether or not such property is exclusively considered “personal property” pursuant to any applicable Legal Requirement of any jurisdiction in which such property is located or pursuant to the Legal Requirements of which the character, constitution, or classification of such property may be determined.

     (n) “ Proceeds ” means “proceeds” as that term is defined in the UCC, and includes, but is not limited to, all proceeds of any or all of the Mortgaged Property, including without limitation (i) any and all proceeds of, and all claims for, any property insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Mortgaged Property, (ii) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Mortgaged Property by any Governmental Authority (or any person acting under color of governmental authority), (iii) all proceeds received or receivable when any or all of the Mortgaged Property is sold, exchanged or otherwise disposed, whether voluntarily, involuntarily, in foreclosure or otherwise, and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the Mortgaged Property.

     (o) “ Realty Collateral ” means any part of the Mortgaged Property constituting real property, whether or not such property is exclusively considered “real property” pursuant to any applicable Legal Requirement of any jurisdiction in which such property is located or pursuant to the Legal Requirements of which the character, constitution, or classification of such property may be determined.

     (p) “ Refined Products ” means gasoline, diesel fuel, jet fuel, liquid petroleum gases, asphalt and asphalt products, and all other products refined, separated, fractionated, settled, and dehydrated from any Hydrocarbon or other petroleum product.

     (q) “ Rents ” means all of Mortgagor’s right, title, and interest in and to all rents, issues, profits, revenues, royalties, income, and other benefits derived from any leases or other transfers of any other part of the Mortgaged Property.

     (r) “ Secured Obligations ” means:

     (i) The “ Obligations ”, as that term is defined in the Credit Agreement, including all indebtedness evidenced by the Notes;

     (ii) All other indebtedness, obligations, and liabilities of the Borrower or any of its Subsidiaries, whether now existing or hereafter arising under or pursuant to the Credit Agreement, this Deed of Trust, any Guaranty, any Interest Rate Contract with a Swap Counterparty, or any of the other Credit Documents, whether fixed or contingent, joint or several, direct or indirect, primary or secondary, and regardless of how created or evidenced, and including without limitation, any interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding;

     (iii) All sums advanced or costs or expenses incurred by Mortgagee or any of the other Credit Parties (whether by it directly or on its behalf by the Trustee), which are made or incurred pursuant to, or allowed by, the terms of this Deed of Trust plus interest thereon from the date of the advance or incurrence until reimbursement of Mortgagee or such Credit Party charged at the same rate of interest as Reference Rate Advances are charged when an Event of Default exists as set forth in the Credit Agreement;

     (iv) All future advances or other value, of whatever class or for whatever purpose, at any time hereafter made or given by Mortgagee or any of the other Credit Parties to the Borrower or any of its Subsidiaries under or pursuant to any Credit Document or any Interest Rate Contract with a Swap Counterparty; and

     (v) All renewals, extensions, modifications, amendments, rearrangements and substitutions of all or any part of the above whether or not Mortgagor executes any agreement or instrument.

     (s) “ Servitudes ” means any and all land use agreements, permits, servitudes, rights of way, easements, licenses, Leases and similar devices, whether now existing or hereafter arising, for the construction, maintenance and operation of the Systems.

     (t) “ Systems ” shall mean all pipeline, refrigeration, processing, treating, gathering, storage, exchange, handling, transmitting, distributing, or transporting systems, plants, terminals and facilities now owned or hereafter acquired by Mortgagor and located on all or any portion of the Land, including without limitation all of the following properties whether now owned or hereafter acquired by Mortgagor: (i) the pipelines, systems, plants, terminals and facilities described in Exhibit A , and (ii) all of the accessories or component parts thereto, whether or not particularly described herein,

including without limitation, (A) all equipment, facilities, compressors, lengths of pipe and any and all other types of pipe actually employed in the construction of the systems, plants, terminals and facilities, including all loops, laterals, fittings, connections, valves, mains, meter’s, dehydrators, scrubbers, controls, tubing, casings surrounding any piping, casing seals, casing insulators and casing vents, and all joints, connections or flanges, rods, gauges and all compressor, tank and pump sites, pipe, piping, pipe racks, truck racks, pumps, engines, compressors, block valves, heaters, coolers, filters, refrigerators, dehydrators, extractors, measurement and pigging facilities, tanks, storage tanks, loading racks, scales, markers, including caution signs, aerial markers, navigable waterway marks, mile posts, and ground markers, and all other types of markers, cathodic protection test stations, regulators, starters, motors, engines, housing, leaders, orifices, skid-mounted equipment, exchangers, regenerators, reboilers, refrigeration equipment, separators, meters, valves, block valves and generators and all other natural gas and all surface or underground facilities, and all fences, and all pressure gauges and other gauges, and all interconnections with other pipelines, and all side valves, blowdown valves, mainline valves, and all test leads, (C) all materials or gas products or by-products processing, treating, fractionating, refuting, refrigeration, gas gathering, transporting, storing, delivering and/or marketing equipment, (D) all other items or types of equipment and associated or component parts or supplies, including any and all machinery, tools, blueprints, plans, furniture, furnishings, fixtures and other goods of Mortgagor, (E) all spare parts, replacements or substitutions of any of the foregoing and all other appurtenances of the Systems or their above-described associated or component parts, whether as a result of repair, replacement or addition and whether attached to, incorporated with the Systems or used in connection with the Systems whether or not the same is situated in, on or under all or any portion of the Lands, (F) all other personal property and fixtures of every kind and character on, incident, appurtenant or belonging to and used in connection with the interest of Mortgagor in all or any portion of the Lands or the Systems, and (G) all Proceeds and products of any of the foregoing.

     (u) “ UCC ” means, at any time, the Uniform Commercial Code in effect in the State of Texas at that time.

     1.3 Interpretations . All meanings assigned to any defined terms used in this Deed of Trust, unless otherwise indicated, are to be equally applicable to both the singular and plural forms of the terms defined. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Deed of Trust, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Deed of Trust shall refer to this Deed of Trust as a whole and not to any particular provision of this Deed of Trust.

ARTICLE II

GRANTING CLAUSES; SECURED OBLIGATIONS

     2.1 Conveyance and Grant of Lien . In consideration of the advances, issuances, or extensions by the Credit Parties to Borrower of the funds or credit constituting the Secured Obligations (including the making of the Advances and the issuing of the Letters of Credit), and in further consideration of the mutual covenants contained herein, Mortgagor, by this Deed of Trust hereby GRANTS, SELLS, TRANSFERS, ASSIGNS AND CONVEYS with a general warranty of title, and WITH THE POWER OF SALE, for the uses, purposes and conditions hereinafter set forth, all of its right, title and interest in and to the Mortgaged Property unto Trustee, and to his successor or successors or substitutes IN TRUST, WITH POWER OF SALE, in trust to secure the payment and performance of the Secured Obligations for the benefit of Mortgagee and the ratable benefit of the Credit Parties.

TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and his successors or substitutes in trust and to his and their successors and assigns forever for the benefit of the Credit Parties, together with all and singular the rights, hereditaments and appurtenances thereto in anywise appertaining or belonging, to secure payment of the Secured Obligations and the performance of the covenants of Mortgagor contained in this Deed of Trust. Mortgagor does hereby bind itself, its successors and permitted assigns, to warrant and forever defend all and singular the Mortgaged Property unto the Trustee and his successors or substitutes in trust, and their successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof.

     2.2 Conveyance and Grant of Security Interest . For the same consideration and to further secure the Secured Obligations, Mortgagor hereby grants to Mortgagee for its benefit and the ratable benefit of the other Credit Parties a security interest in and to the Mortgaged Property.

     2.3 Assignment of Rents and Leases . Mortgagor hereby assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor’s estate, right, title and interest in, to and under the Leases, whether existing on the date hereof or hereafter entered into, together with any changes, extensions, revisions or modifications thereof and all rights, powers, privileges, options and other benefits of Mortgagor as the lessor under the Leases regarding the current tenants and any future tenants, and all the Rents from the Leases, including those now due, past due, or to become due. Mortgagor irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the option of Mortgagee, upon the occurrence and during the continuance of an Event of Default, to take possession and control of the applicable portions of the Mortgaged Property, pursuant to Mortgagor’s rights under the Leases, to exercise any of Mortgagor’s rights under the Leases, and to demand, receive and enforce payment, to give receipts, releases and satisfaction and to sue, in the name of Mortgagor or Mortgagee, for all of the Rents. The power of attorney granted hereby shall be irrevocable and coupled with an interest and shall terminate only upon the indefeasible payment in full in cash of the Secured Obligations (including all Letter of Credit Obligations), the termination or expiration of all Letters of Credit and all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, and the expiration or termination of all Commitments, and Mortgagor hereby releases Mortgagee from all liability (other than as a result of the gross negligence or willful misconduct of

Mortgagee) whatsoever for the exercise of the foregoing power of attorney and all actions taken pursuant thereto. The consideration received by Mortgagor to execute and deliver this assignment and the liens and security interests created herein is legally sufficient and will provide a direct economic benefit to Mortgagor. It is intended by Mortgagor and Mortgagee that the assignment set forth herein constitutes an absolute assignment and not merely an assignment for additional security. Notwithstanding the foregoing, this assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions of Mortgagor contained in the Leases or otherwise to impose any obligation upon Mortgagee, and, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a license, revocable by Mortgagee, to possess and control the Leases and collect and receive the Rents. Upon the occurrence of an Event of Default, such license in favor of Mortgagor shall be automatically revoked. Mortgagee’s acceptance of the assignment of the Rents under this Deed of Trust shall not be deemed to constitute Mortgagee a “secured party in possession,” nor obligate Mortgagee to appear in or defend any proceeding relating to the Rents, any Leases, or the Mortgaged Property, or to take any action hereunder, expend any money, incur any expenses, or perform any obligation under any Leases.

     2.4 After-Acquired Mortgaged Property . Any and all of the Mortgaged Property which is acquired after the date of this Deed of Trust shall, immediately and without any further conveyance, assignment, or act on the part of Mortgagor or Mortgagee, be subject to the Liens granted pursuant to this Deed of Trust as fully and completely as though specifically described herein and as though such Mortgaged Property had been owned by Mortgagor on the date of this Deed of Trust.

     2.5 Revolving Credit and Future Advances . It is contemplated and acknowledged that the Secured Obligations may include revolving credit loans and advances from time to time, and that this Deed of Trust shall have effect as of the date hereof to secure all Secured Obligations, regardless of whether any amounts are advanced on the date hereof or on a later date or, whether having been advanced, are later repaid in part or in whole and further advances made at a later date. This Deed of Trust secures all future advances and obligations constituting Secured Obligations.

     2.6 Security for Secured Obligations . The Liens and other rights granted pursuant to Section 2.1 and Section 2.2 of this Deed of Trust secure, and the Mortgaged Property is security for, the prompt performance and payment in full in cash when due, whether at stated maturity, by acceleration or otherwise, of the Secured Obligations. Notwithstanding that the balance of the Secured Obligations may at certain times be zero and that no Secured Obligations may at certain times be outstanding, the Liens granted hereunder and this Deed of Trust shall remain in full force and effect at all times and with the same priority until the payment in full in cash of the Secured Obligations and the expiration or termination of the Credit Documents.

      2.7 Products and Proceeds . The Liens and security interests granted by Mortgagor under this Deed of Trust include all products and Proceeds of the Mortgaged Property.

ARTICLE III

REPRESENTATIONS, WARRANTIES, AND COVENANTS

     3.1 Representations and Warranties . Subject to the provisions of the Credit Agreement and any express exceptions contained therein, Mortgagor represents and warrants as follows:

     (a) Mortgagor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification and where a failure to be qualified could reasonably be expected to cause a Material Adverse Effect.

     (b) The execution, delivery, and performance by Mortgagor of this Deed of Trust and the consummation of the transactions contemplated hereby (a) are within Mortgagor’s powers, (b) have been duly authorized by all necessary action, (c) do not contravene (i) Mortgagor’s Organizational Documents or (ii) any applicable Legal Requirement or Contract binding on or affecting Mortgagor or its property, and (d) will not result in or require the creation or imposition of any Lien prohibited by the Credit Documents.

     (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for (i) the due execution, delivery and performance by Mortgagor of this Deed of Trust or (ii) the consummation of the transactions contemplated thereby.

     (d) This Deed of Trust has been duly executed and delivered by Mortgagor. This Deed of Trust to which Mortgagor is a party is the legal, valid, and binding obligation of Mortgagor and is enforceable against Mortgagor in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally.

     (e) Mortgagor has good, valid and marketable title to the Mortgaged Property free from all Liens, security interests or other encumbrances other than the Permitted Liens. Other than the Permitted Liens and other than those for which waivers or consents have been obtained and delivered to the Mortgagee on or prior to the date hereof, there are no preferential purchase rights held by third parties affecting any part of the Mortgaged Property or rights of third parties to prohibit the assignment, conveyance, pledge, or mortgage of any part of the Mortgaged Property without the consent of such third parties.

     (f) The Land, Servitudes and other interests and rights in real property described in Exhibit A constitute all of the Lands and Servitudes necessary for the construction, ownership, maintenance, access to and operation of the Systems affected by this Deed of Trust and the description in Exhibit A hereto includes a complete and accurate description of all such properties, rights, and interests in real property.

     (g) All of the Contracts affecting any interest in the Lands or the rest of the Mortgaged Property are valid, subsisting and in full force and effect, and Mortgagor has no knowledge that a default exists under any of the terms or provisions, express or implied, of any of such Contracts. All of the Contracts and obligations of Mortgagor that relate to the Lands constitute legal, valid and binding obligations of Mortgagor. Neither Mortgagor nor, to the knowledge of Mortgagor, any other party to any such Contract (i) is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any obligations under any such Contract, whether express or implied, or (ii) has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such Contract.

     (h) All rentals and other payments due under or with respect to the Lands have been properly and timely paid. All taxes due and payable have been properly and timely paid except for such taxes being contested in good faith by appropriate proceedings, and for which reserves shall have been made therefore and except for such taxes as are being currently paid prior to delinquency in the ordinary course of business. All expenses due and payable under the terms of the Contracts have been properly and timely paid except for such expenses being contested in good faith by appropriate proceedings, and for which reserves shall have been made therefor and except for such expenses as are being currently paid prior to delinquency in the ordinary course of business.

     (i) Mortgagor shall, at all times, comply in all material respects with all Environmental Law.

     (j) To the knowledge of Mortgagor, except in compliance with all Environmental Law and in the ordinary course of Mortgagor’s business, the Mortgaged Property has never been used by Mortgagor or any prior owner of the Mortgaged Property as a dump site or storage (whether temporary or permanent) site for Hazardous Substance.

     (k) Mortgagor has filed with the appropriate state and federal agencies all necessary rate and collection filings and all necessary applications for well determinations under the Natural Gas Act of 1938, as amended, the Natural Gas Policy Act of 1978, as amended, and the rules and regulations of the Federal Energy Regulatory Commission (the “FERC”) thereunder, and each such application has been approved by or is pending before the appropriate state or federal agency.

     (l) All necessary regulatory filings have been properly made in connection with the operation of Mortgagor’s business related to the Mortgaged Property except where a failure to make such filing could reasonably be expected to cause a Material Adverse Effect.

     (m) ADDRESS AND IDENTIFICATION INFORMATION.

     (i) As of the date of this Mortgage, Mortgagor’s address, place of business, residence, chief executive office and office where Mortgagor keeps its records