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200212049
<br />agreement(s) described on Schedule C (as each of the same may be amended, supplemented or
<br />modified from time to time in accordance with the Note Purchase Agreement, the "Lease
<br />Agreements "; the Lease Agreements and the Easement Agreements, collectively, the
<br />"Mortgaged Lease ") and owns, leases or otherwise has the right to use all of the buildings,
<br />improvements, structures and fixtures now or subsequently located on or under the Land, which
<br />may include, without limitation, pipelines, pump stations, terminals and meter stations (the
<br />"Improvements"; the Land and the Improvements, being collectively referred to as the "Real
<br />Estate ").
<br />C. Pursuant to the Note Purchase Agreement, the Purchasers have purchased or
<br />will purchase up to $200,000,000.00 aggregate principal amount of Series A Notes and up to
<br />$340,000,000.00 principal amount of Series B Notes. The maximum aggregate principal amount
<br />of the Notes issued pursuant to the Note Purchase Agreement and secured by this Deed of Trust
<br />shall not exceed $540,000,000.00.
<br />D. It is a condition precedent, among others, to the effectiveness of the Note
<br />Purchase Agreement and the obligations of the Purchasers to make their respective purchases of
<br />the Notes, inter alia, that Grantor execute and deliver this Deed of Trust to Beneficiary for the
<br />benefit of the Purchasers parties to the Note Purchase Agreement.
<br />Granting Clauses
<br />For good and valuable consideration, the receipt and sufficiency of which are
<br />hereby acknowledged, Grantor agrees that to secure:
<br />(a) the due and punctual payment and performance by Grantor of the unpaid principal
<br />of and interest on (including interest aceming after the maturity of the Notes and
<br />interest accruing after the filing of any petition in bankruptcy, or the
<br />commencement of any insolvency, reorganization or like proceeding, relating to
<br />the Company, whether or not a claim for post -filing or post - petition interest is
<br />allowed in such proceeding) the Notes, the Prepayment Premium, the Make -
<br />Whole Amount, the Fundamental Change Put and all other obligations and
<br />liabilities of Grantor to any holder of Notes, whether direct or indirect, absolute or
<br />contingent, due or to become due, or now existing or hereafter incurred, which
<br />may arise under, out of, or in connection with, the Note Purchase Agreement, any
<br />other Note Purchase Document, this Deed of Trust or any other document made,
<br />delivered or given in connection herewith or therewith, whether on account of
<br />principal, interest, reimbursement obligations, fees, indemnities, costs, expenses
<br />(including all fees, charges and disbursements of counsel to any holder of Notes
<br />that are required to be paid by Grantor pursuant hereto) or otherwise (the
<br />"Indebtedness"); and
<br />(b) the performance of all covenants, agreements, obligations and liabilities of
<br />Grantor (the "Obligations ") under, in connection with, or pursuant to the
<br />provisions of the Notes, the Note Purchase Agreement, any other Note Purchase
<br />Document, this Deed of Trust, any other document securing payment of the
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