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ADO 010492 Trust is and will remain a valid and enforceable first and prior lien on the Premises, Improvements and the Rents subject only to, in each case, Liens permitted by Section 7.02 of the Credit Agreement and the exceptions and encumbrances described in the lender's title insurance policy provided or to be provided to Collateral Agent pursuant to the Credit Agreement (collectively, the "Permitted Encumbrances "). (b) Grantor has good and marketable title to all the Personal Property subject to no lien, charge or encumbrance other than this Deed of Trust and the Permitted Encumbrances. The Personal Property constitutes and will constitute all of such items as are necessary for the use of the Premises and Improvements as a full service truckstop facility (or truckstop facilities in the case where the Trust Property is comprised of more than one independent, fully integrated truckstop facility) of the type there conducted on the date hereof (each a "Truckstop "). The Personal Property is not and will not (except as expressly permitted by Section 7.08 of the Credit Agreement) become the subject matter of any lease or other arrangement that is not a Permitted Encumbrance whereby the ownership of any Personal Property will be held by any person or entity other than Grantor; except as expressly permitted by Section 7.05 of the Credit Agreement none of the Personal Property will be removed from the Premises or the Improvements unless the same is no longer needed for the continued operation of the Premises and the Improvements as currently operated (or as then operated, to the extent that any change from the current manner of operation was permitted by the Credit Agreement) or is replaced by other Personal Property of substantially equal or greater utility and value; and, except as expressly permitted by Section 7.05 of the Credit Agreement, Grantor will not create or cause to be created (other than Permitted Encumbrances) any security interest covering any of the Personal Property other than the security interest in the Personal Property created in favor of Beneficiary by this Deed of Trust or any other agreement collateral hereto. (c) Except as set forth in the Credit Agreement, there are no Leases affecting a material portion of the Trust Property. Each Lease is in full force and effect, and, except as set forth in the Credit Agreement, Grantor has not given, nor has it received, any notice of default with respect to any material obligation under any Lease. Each Lease is subject to no lien, charge or encumbrance other than this Deed of Trust and the Permitted Encumbrances. [NYCorp; 1105401 .3:DPCO2:11 /11/00- 12:05a] (Hall County)