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<br />grade of streets, together with any and all moneys now or hereafter on deposit for
<br />the payment of real estate taxes, assessments or common area charges levied
<br />against the Trust Property, unearned premiums on policies of fire and other
<br />insurance maintained by the Grantor or caused by the Grantor to be maintained by
<br />any tenant under an Operating Lease covering any interest in the Trust Property or
<br />required by the Credit Agreement; and
<br />(7) all right, title and interest of the Grantor in and to all extensions,
<br />improvements, betterments, renewals, substitutes and replacements of and all
<br />additions and appurtenances to, the Land, the Premises, the Improvements, the
<br />Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter
<br />acquired by or released to the Grantor or constructed, assembled or placed by the
<br />Grantor on the Land, the Premises or the Improvements, and all conversions of
<br />the security constituted thereby, immediately upon such acquisition, release,
<br />construction, assembling, placement or conversion, as the case may be, and in
<br />each such case, without any further mortgage, deed of trust, conveyance,
<br />assignment or other act by the Grantor, all of which shall become subject to the
<br />lien of this Deed of Trust as fully and completely, and with the same effect, as
<br />though now owned by the Grantor and specifically described herein.
<br />TO HAVE AND TO HOLD the Trust Property unto the Trustee, its
<br />successors and assigns forever, for the benefit of the Beneficiary in accordance with the
<br />terms of the Credit Agreement, subject only to the Permitted Encumbrances (as
<br />hereinafter defined) and to satisfaction and cancellation as provided in Section 3.05, IN
<br />TRUST NEVERTHELESS, upon the terms and trust herein set forth for the benefit and
<br />security of the Beneficiary.
<br />ARTICLE I
<br />Representations, Warranties and Covenants of Grantor
<br />Grantor agrees, covenants, represents and /or warrants as follows:
<br />SECTION 1.01. Title; Operating Leases. (a) Grantor has good and
<br />marketable title to an indefeasible fee estate in the Land and Improvements subject to no
<br />lien, charge or encumbrance except for, and this Deed of Trust is and will remain a valid
<br />and enforceable first and prior lien on the Premises, Improvements and the Rents subject
<br />only to, in each case, Liens permitted by Section 7.02 of the Credit Agreement and the
<br />exceptions and encumbrances described in the lender's title insurance policy provided or
<br />to be provided to Collateral Agent pursuant to the Credit Agreement (collectively, the
<br />"Permitted Encumbrances ").
<br />(b) Grantor has good and marketable title to all the Personal Property
<br />subject to no lien, charge or encumbrance other than this Deed of Trust and the Permitted
<br />Encumbrances. The Personal Property constitutes and will constitute all of such items as
<br />are necessary for the use of the Premises and Improvements as a full service truckstop
<br />facility (or truckstop facilities in the case where the Trust Property is comprised of more
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<br />[[NYC0RP:2455832v1 ]]
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