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200111898
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<br />Section 1.02. Title, Etc. The Trustor represents and warrants that it has good and
<br />marketable fee simple title in and to the Properties, and the related Ancillary Rights and
<br />Properties, in each case subject to no mortgage, deed of trust, lien, pledge, charge, security
<br />interest or other encumbrance or adverse claim of any nature, except those permitted under the
<br />Credit Agreement.
<br />The Trustor represents and warrants that it has the full power and lawful authority
<br />to grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and
<br />confirm unto the Trustee the Trust Estate as hereinabove provided and warrants that it will
<br />forever defend the title to the Trust Estate and the validity and priority of the Lien or estate
<br />hereof against the claims and demands of all persons whomsoever.
<br />Section 1.03. Further Assurances; Filing; Re- Filing
<br />(a) Further Instruments. The Trustor shall execute, acknowledge and deliver,
<br />from time to time, such further instruments as the Beneficiary or the Trustee may require to
<br />accomplish the purposes of this Deed of Trust.
<br />(b) Filing and Re- Filing. The Trustor, immediately upon the execution and
<br />delivery of this Deed of Trust, and thereafter from time to time, shall cause this Deed of Trust,
<br />any security agreement, mortgage or deed of trust supplemental hereto and each instrument of
<br />further assurance to be filed, registered or recorded and re- filed, re- registered or re- recorded in
<br />such manner and in such places as may be required by any present or future law in order to
<br />publish notice of and perfect the lien or estate of this Deed of Trust upon the Trust Estate.
<br />(c) Fees and Expenses. The Trustor shall pay all filing, registration and recording
<br />fees, all re- filing, re- registration and re- recording fees, and all expenses incident to the execution,
<br />filing, recording and acknowledgment of this Deed of Trust, any security agreement, mortgage or
<br />deed of trust supplemental hereto and any instrument of further assurance, and all Federal, state,
<br />county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges
<br />arising out of or in connection with the execution, delivery, filing and recording of this Deed of
<br />Trust or any of the other Loan Instruments, any security agreement, mortgage or deed of trust
<br />supplemental hereto or any instruments of further assurance.
<br />Section 1.04. Liens. Except as otherwise provided in Section 6.02 of the Credit
<br />Agreement, but without limiting the obligations of the Trustor under Section 1.06 of this Deed of
<br />Trust, the Trustor shall not create or suffer to be created any mortgage, deed of trust, Lien,
<br />security interest, charge or encumbrance upon the Trust Estate prior to, on a parity with, or
<br />subordinate to the Lien of this Deed of Trust. The Trustor shall pay and promptly discharge at
<br />Deed of Trust
<br />NY l : #3303402v2
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