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200M880 <br />out of construction or operation, and in no event shall any alteration to, or change in the <br />use of, the Trust Property be contrary to the terms of any insurance policy required to be <br />kept pursuant to paragraph 1.06. Grantor will maintain and operate (or cause each <br />Operator, if any, to maintain and operate) the Improvements and Personal Property in <br />good repair, working order and condition, reasonable wear and tear excepted. <br />(b) Grantor shall maintain a complete set of final plans, specifications, <br />blueprints and drawings for the Trust Property either at the Trust Property or in a <br />particular office at the headquarters of Grantor to which Beneficiary shall have access <br />upon reasonable advance notice. <br />SECTION 1.06. Insurance. Grantor will keep or cause to be kept the <br />Improvements and Personal Property insured against such risks, and in the manner, <br />required by Section 6.02 of the Credit Agreement. <br />SECTION 1.07. Casualty; Restoration of Casualty Damage. Grantor, in <br />accordance with Section 8 of the Guarantee Agreement, shall give Beneficiary prompt <br />written notice of any Casualty to the Trust Property. Subject to the provisions of Section <br />8 of the Guarantee Agreement, payment of any loss will be made directly in its entirety to <br />Beneficiary and any such proceeds relating to a Casualty shall be held or applied by <br />Beneficiary in accordance with Section 8 of the Guarantee Agreement. <br />SECTION 1.08. Condemnation/Eminent Domain. The Grantor shall, in <br />accordance with Section 8 of the Guarantee Agreement, notify the Beneficiary promptly <br />upon obtaining knowledge of any pending or threatened Condemnation of the Trust <br />Property. All Condemnation Proceeds shall be paid directly to and held and applied by <br />Beneficiary in accordance with Section 8 of the Guarantee Agreement. <br />SECTION 1.09. Assignment of Leases and Rents. (a) Grantor hereby <br />irrevocably and absolutely grants, transfers and assigns all of its right, title and interest in <br />each Operating Lease, if any, and all other Leases, together with any and all extensions <br />and renewals thereof for purposes of securing and discharging the performance by <br />Grantor of the Obligations. Grantor has not assigned or executed any assignment of, and <br />will not assign or execute any assignment of, any Operating Lease or any other Lease or <br />their respective Rents to anyone other than Beneficiary. <br />(b) Without Beneficiary's prior written consent, Grantor will not <br />(1) modify, amend, terminate or consent to the cancellation or surrender of any Operating <br />Lease or any other Lease if such modification, amendment, termination or consent would, <br />in the reasonable judgment of the Beneficiary, be adverse in any material respect to the <br />Lenders, the value of the Trust Property or the lien created by this Deed of Trust or <br />(2) consent to an assignment of any Operator's interest in any Operating Lease or to a <br />subletting thereof covering a material portion of any Truckstop comprising a portion of <br />the Trust Property, except as may be permitted by this Deed of Trust or the Credit <br />Agreement. <br />10 <br />[[NYCORP:24558320 ]] <br />