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200411880 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. (d) All easement agreements, covenant or restrictive agreements, supplemental agreements and any other instruments hereinabove referred to and mortgaged hereby are and will remain valid, subsisting and in full force and effect, unless the failure to remain valid, subsisting and in full force and effect, individually or in the aggregate, would not have a material adverse effect on the Trust Property, and Grantor is not in default thereunder and has fully performed the material terms thereof required to be performed through the date hereof, and has no knowledge of any default thereunder or failure to fully perform the terms thereof by any other party, nor of the occurrence of any event which after notice or the passage of time or both will constitute a default thereunder. Each Truckstop on the Trust Property is fully served by water, gas, electric, storm and sanitary sewage facilities, such utilities serving the Premises and the Improvements are located in and in the future will be located in, and adequate vehicular access to the Premises and the Improvements is provided by, either a public right -of -way abutting and contiguous with the Land or valid recorded unsubordinated easements. (e) Grantor has good and lawful right and full power and authority to mortgage the Trust Property and will forever warrant and defend its title to the Trust Property, the rights of Beneficiary therein under this Deed of Trust and the validity and priority of the lien of this Deed of Trust thereon against the claims of all persons and parties except those having rights under Permitted Encumbrances to the extent of those rights. 7 [[NYCORP:2455 832v ] ]] I