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Pa 2 GG 0.0492 Pursuant to the Existing Credit Agreement and the Tranche A Exchange Note Purchase Agreements, Grantor granted the deed of trust described on Schedule A hereto (the "Existing Deed of Trust ") to Trustee and Beneficiary in order to secure (i) term, revolving and swingline loans and letters of credit outstanding from time to time under the Credit Agreement in an aggregate principal amount /face amount not to exceed $270,000,000 and (ii) notes issued pursuant to the Tranche A Exchange Note Purchase Agreements (the "Tranche A Exchange Notes ") in an aggregate principal amount not to exceed $35,500,000. The Tranche A Exchange Notes, revolving loans, swingline loans and letters of credit under the Existing Credit Agreement have been paid in full concurrently with the execution and delivery of this Deed of Trust. The outstanding principal amount /face amount of all term loans under the Existing Credit Agreement upon execution and delivery of the Credit Agreement and secured by the Existing Deed of Trust is set forth in Schedule A. Pursuant to the terms of, and subject to the conditions specified in, the Credit Agreement, (i) the Lenders have agreed to make certain term and revolving loans to the Borrower and to permit other term loans to remain outstanding, (ii) the Swingline Lenders have agreed to make swingline loans to the Borrower on an uncommitted basis (the "Swingline Loans" - together with the loans referenced in clause (i), above, the "Loans ") and (iii) the Fronting Bank has agreed to issue letters of credit (collectively, the "Letters of Credit ") for the account of the Borrower. The sum of the principal amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not exceed Four Hundred Twenty -Eight Million Dollars ($428,000,000.00). Grantor is a wholly owned Subsidiary of the Borrower and will derive substantial benefit from the making of the Loans by the Lenders, the making of the Swingline Loans by the Swingline Lenders and the issuance of Letters of Credit by the Fronting Bank. In order to induce the Lenders to make Loans, the Swingline Lenders to make Swingline Loans and the Fronting Bank to issue Letters of Credit, the Grantor and certain other Subsidiaries of the Borrower (collectively, the "Guarantors ") have entered into a Guarantee Agreement of even date herewith with Collateral Agent for the benefit of the Lenders, the Fronting Bank, the Administrative Agent, the Collateral Agent, the Swingline Lenders and their respective successors and assigns (the "Secured Parties ") pursuant to which Grantor, jointly with [NYCorp; 1105401 .3:DPCO2:11 /11/00- 12:05a] (Hall County)