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<br />(d) Future Advances. This Deed of Trust shall secure the Note and any and all future advances
<br />made to Trustor, by Lender. At no time during the term of this Deed of Trust or any extension thereof shall
<br />the unpaid and outstanding secured principal future advances, not including sums advanced by Lender to
<br />protect the security of this Deed of Trust, exceed the following amount: $5,250,000.00. This provision shall
<br />not constitute an obligation upon or commitment of Lender to make additional advances or loans to Trustor
<br />except to the extent, if any, specifically stated in the Loan Documents.
<br />(e) Other Disbursements and Protective Advances. All disbursements and other advances made
<br />by Lender for (i) the payment of Taxes, maintenance, care, protection or insurance on or with respect to the
<br />Trust Estate; (ii) the discharge of Liens having priority over the lien of this Deed of Trust; (iii) the curing of
<br />waste of the Trust Estate; (iv) indemnification obligations regarding environmental liabilities associated with
<br />the Trust Estate; (v) service charges and expenses incurred by reason of a default hereunder, including late
<br />charges, attorneys' fees and court costs; and (vi) all other charges, disbursements, advances, costs and
<br />expenses now or hereafter incurred by Lender pursuant to any of the Loan Documents or as permitted by
<br />Applicable Law, in all cases with interest thereon until paid at the rate of l0% per annum. Notwithstanding
<br />the foregoing, Lender shall have no obligation to make any disbursements or advance any sums as a result of
<br />this subsection.
<br />(f) Obligations Generally. Payment and performance of all other Obligations, including any other
<br />obligations that are stated in this Deed of Trust to be included as Secured Obligations.
<br />2.2 Priority. The Trust Estate shall secure all of the Secured Obligations presently or hereafter owed, and
<br />the priority of the Lien created hereby for all such Secured Obligations shall be as of the time this Deed of Trust is
<br />recorded. Without limiting the foregoing, all advances and disbursements pursuant to Sections 2.1(d) and 2.1(e),
<br />whether such advances are obligatory, optional or both and whether made before or after default or maturity or other
<br />similar event, shall be secured hereby to the same extent as if such advance or disbursement has been made
<br />contemporaneously with the execution hereof, even though no advance may have been made at the time of
<br />execution hereof and even though no indebtedness is outstanding at the time any advance is made.
<br />2.3 Certain Obligations Not Secured. Notwithstanding any other provision hereof or the other Loan
<br />Documents, this Deed of Trust does not secure any obligations of Trustor or any other Credit Party in any Loan
<br />Document with respect to state and federal environmental laws, rules, regulations and permits; hazardous materials
<br />and other environmental conditions; environmental investigations; the release or threatened release of any hazardous
<br />materials; and all environmental remediation requirements.
<br />2.4 Agency. To the extent that any Secured Obligation is held by an Affiliate of Lender, rather than
<br />directly by Lender, Lender is acting both for itself, with respect to the Secured Obligations held by Lender, and as
<br />the representative and collateral agent for and on behalf of such Affiliate with respect to Secured Obligations held
<br />by such Affiliate, and Lender is entitled, both on its own behalf and as the representative and collateral agent for and
<br />on behalf of such Affiliate, to exercise all rights and remedies of the secured party under this Deed of Trust.
<br />ARTICLE 3
<br />TRUSTOR COVENANTS
<br />3.1 Use. Trustor shall use or permit the Trust Estate to be used solely for the operation of a Permitted
<br />Concept in accordance with the Franchise Agreement and for no other purpose. Trustor shall not, without Lender's
<br />prior written consent, (a) initiate or acquiesce in a change in the zoning classification; or (b) grant, amend, modify or
<br />consent to any easement or covenants, conditions and restrictions pertaining to the Trust Estate.
<br />3.2 Impositions; Right to Contest. Prior to delinquency, Trustor shall pay (or cause to be paid) the
<br />following (collectively, the "Impositions"): (a) all Taxes, water and sewer rents and charges, and charges for utility
<br />services that may be assessed, levied or imposed upon Trustor, the Trust Estate, the Loan Documents, or the Secured
<br />Obligations; and (b) all claims and demands of mechanics, laborers, materialmen and others which, if unpaid, might
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<br />4811-3778-8911
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