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202105675
<br />create a Lien on the Trust Estate, unless Trustor shall contest the amount or validity thereof as permitted in this
<br />Section. If by law any Imposition is payable in installments, Trustor may pay the same in installments as they
<br />become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment. So long as no
<br />Default has occurred that is continuing, Trustor may, at its own expense, contest by appropriate legal proceedings
<br />conducted in good faith and with due diligence, the amount or validity of any Imposition; provided that Trustor
<br />(y) shall have first demonstrated to Lender's reasonable satisfaction that such proceedings operate to prevent the sale
<br />of the Trust Estate to satisfy such Imposition prior to a final determination; and (z) shall have either (i) deposited
<br />with Lender adequate security for the payment of the Imposition (including any interest and penalties); or (ii) paid
<br />the Imposition in full under protest or furnished such other security or undertaking as may be permitted by
<br />Applicable Law to accomplish a stay of any sale of the Trust Estate.
<br />3.3 Maintenance and Repair. Trustor shall (or shall cause): (a) maintain the Trust Estate in good
<br />condition and repair, subject to reasonable and ordinary wear and tear, and free from actual or constructive waste;
<br />(b) operate, remodel, update and modernize the Trust Estate as required by the Franchise Agreement and as is
<br />otherwise prudent and reasonable; and (c) pay all operating costs of the Trust Estate in the ordinary course of
<br />business, including utility costs. Trustor shall not do, nor allow any tenant or other user of the Trust Estate to do,
<br />any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm
<br />to any Person (whether on or off the Premises), impairs or is reasonably likely to impair in any material respect the
<br />value of the Trust Estate, is contrary to Applicable Law, or violates in any material respect any applicable covenant,
<br />condition, restriction, agreement or easement.
<br />3.4 Alterations. Except as may be required or permitted by the Loan Agreement, Trustor shall not make,
<br />nor permit to be made, any alterations (including additions) to the improvements without Lender's prior written
<br />consent, not to be unreasonably withheld or conditioned, except that Trustor may make nonstructural alterations
<br />costing Tess than $100,000 in the aggregate at any one time without Lender's consent. Structural alterations include
<br />any alterations that would affect the foundation of the Improvements; involve the structural elements of the
<br />Improvements, such as a load-bearing wall, structural beams, columns, supports or roof; or materially affect any
<br />building systems, including electrical systems, plumbing, HVAC, and fire and safety systems. All such work shall:
<br />(a) be at the sole cost of Trustor (or the Tenant under the Lease); (b) be undertaken using licensed contractors; (c) be
<br />prosecuted diligently to completion; (d) be of good workmanship and materials; (e) be free of all mechanics' and
<br />materialmen's liens; and (f) comply fully with the terms of this Deed of Trust, the Loan Agreement, the Franchise
<br />Agreement, and all Applicable Law.
<br />3.5 Casualty and Condemnation.
<br />(a) Takings; Continuation of Obligations. If there is a taking of all or any portion of the
<br />Trust Estate or the commencement of any proceedings or negotiations which might result in a taking by any
<br />lawful authority by exercise of the right of condemnation or by agreement in lieu of condemnation
<br />(a "Taking"), Trustor shall promptly give Lender written notice of the Taking. No Taking shall relieve
<br />Trustor of any Secured Obligations, including its obligations to make regularly scheduled payments of
<br />principal and interest pursuant to the Note and the other Loan Documents. Trustor authorizes and
<br />empowers Lender, at Lender's option and in Lender's sole discretion, to settle, adjust, or compromise any
<br />claim for loss or damage in connection with any Taking or proposed Taking and to commence, appear in
<br />and prosecute in its own name or on behalf of Trustor any such action or proceeding arising out of or
<br />relating to a Taking or proposed Taking.
<br />(b) Casualty Restoration Obligations. Trustor shall at all times bear the entire risk of any
<br />loss, damage to, or destruction of, the Trust Estate from any case whatsoever, including without limitation
<br />as a result of a Taking (a "Casualty"). If a Casualty occurs, whether or not covered by insurance, Trustor
<br />will promptly give Lender written notice thereof, describing the nature and extent thereof. No Casualty
<br />shall relieve Borrower of any of its Secured Obligations, including its obligation to make regularly
<br />scheduled payments of principal and interest pursuant to the Note and the other Loan Documents. Promptly
<br />following the occurrence of a Taking, other than a Total Taking (defined below), Trustor shall, at its
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