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200603561
<br />C. Pursuant to the Indenture, the Grantor has executed and delivered that certain
<br />Amended and Restated Subsidiary Guarantee dated as of November 21, 2005 made by and
<br />among Grantor and the other guarantors from time to time named therein in favor of the
<br />Indenture Trustee (as the same may be amended, restated, replaced, supplemented, substituted,
<br />or otherwise modified from time to time, the "Guarantee ").
<br />D. Pursuant to the Indenture, Grantor has executed and delivered this Deed of Trust
<br />for the benefit of the Noteholders and such other parties designated in the Indenture from time to
<br />time as holding Obligations (defined below).
<br />Now, Therefore, in consideration of the premises, Grantor hereby agrees as follows:
<br />Grantinp, Clauses
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, and in order to secure the following obligations (collectively, the "Obligations "):
<br />(a) the due and punctual payment and performance by Grantor of all its
<br />obligations and liabilities, whether direct or indirect, absolute or
<br />contingent, due or to become due, or now existing or hereafter incurred,
<br />which may arise under, out of or otherwise in connection with the
<br />Transaction Documents (as such term is defined below);
<br />(b) the payment of all other obligations and liabilities of Grantor, whether
<br />direct or indirect, absolute or contingent, due or to become due, or now
<br />existing or hereafter incurred, which may arise under, out of, or in
<br />connection with, this Deed of Trust any other document securing payment
<br />of the Obligations (the "Security Documents "), any other financial
<br />accommodation (including, without limitation, any interest rate swap, cap,
<br />collar, floor or similar derivative product) that is designated pursuant to
<br />the Indenture as being secured by this Deed of Trust, any Environmental
<br />Indemnity Agreement, any other guarantee of the Obligations, or any other
<br />Transaction Document, and any amendments, supplements, extensions,
<br />renewals, restatements, replacements or modifications of any of the
<br />foregoing (the Indenture, the Guarantee, this Deed of Trust, the Notes, and
<br />the other Security Documents and all other documents and instruments
<br />from time to time evidencing, securing or guaranteeing the payment and
<br />performance of the Obligations, as any of the same may be amended,
<br />supplemented, extended, renewed, restated, replaced or modified from
<br />time to time, are collectively referred to as the "Transaction
<br />Documents "), in each case whether on account of principal, interest,
<br />reimbursement obligations, fees, indemnities, costs, expenses or otherwise
<br />(including, without limitation, all reasonable fees, charges and
<br />disbursements of counsel to Beneficiary that are required to be paid by
<br />Grantor pursuant to the terms of the Indenture, this Deed of Trust or any
<br />other Transaction Document); and
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