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200 IR,. 112
<br />any such transferee shall assume all obligations hereunder and agree to be bound by all of the provisions contained
<br />hereunder.
<br />(b) The Loan may be assumed by a new borrower provided each of the conditions set forth
<br />in Section 2.8 of the Loan Agreement are met.
<br />SECTION 2.8. Status and Care of the Property.
<br />(a) Trustor represents and warrants that (i) the Property is served by all necessary water,
<br />sanitary and storm sewer, electric, gas, telephone and other utility facilities which facilities have capacities which
<br />are sufficient to serve the current and anticipated future use and occupancy of the Property as presently constructed;
<br />(ii) the Property has legal access to public streets or roads sufficient to serve the current and anticipated future use
<br />and operation of the Property as presently constructed; (iii) to the extent that the Property is located in an area
<br />identified by the Secretary of Housing and Urban Development or a successor thereto as an area having special
<br />flood hazards or as an area designated as "flood prone" or a "flood risk area" pursuant to the National Flood
<br />Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, and any amendments or supplements thereto or
<br />substitutions therefor, Trustor has purchased flood insurance to the extent available; and (iv) all activities and
<br />conditions on the Property are currently in compliance with all Legal Requirements.
<br />(b) Trustor (i) shall use and operate the Property, or cause the same to be used and operated,
<br />pursuant to the terms and provisions of License Agreements with Jiffy Lube International , Inc., a true and correct
<br />copy of which has been previously delivered to Beneficiary, and Trustor shall continue to operate the Property as a
<br />Jiffy Lube Automotive Service Center and shall not permit or suffer any default to occur under said License
<br />Agreements; (ii) agrees that all activities on the Property shall at all times comply with all Legal Requirements;
<br />(iii) shall operate and maintain the Property, or cause the same to be operated and maintained, in good order, repair
<br />and condition except (subject to the provisions of this Section) for reasonable wear and tear; (iv) subject to the
<br />provisions of Section 3.2, shall promptly make, or cause to be made, all repairs, replacements, alterations, additions
<br />and improvements of and to the Property necessary or appropriate to keep the Property in good order, repair and
<br />condition; (v) shall not initiate or affirmatively support any change in the applicable zoning adversely affecting the
<br />Property, seek any variance (or any change in any variance), under the zoning adversely affecting the Property; and
<br />(vi) shall, promptly after receiving notice or obtaining knowledge of any proposed or threatened change in the
<br />zoning affecting the Property which would result in the current use of the Property being a non - conforming use,
<br />notify Beneficiary thereof and diligently contest the same at Trustor's expense by any action or proceeding deemed
<br />appropriate by Trustor or requested by Beneficiary.
<br />SECTION 2.9. Permitted Contests. After prior notice to Beneficiary, Trustor may contest at
<br />Trustor's expense, by appropriate legal or other proceedings conducted in good faith and with due diligence, the
<br />amount, validity or application, in whole or in part, of any Imposition or lien therefor, any Legal Requirement, or
<br />any lien of any laborer, mechanic, materialman, supplier or vendor, provided that (a) the Subject Property, or any
<br />part thereof or estate or interest therein, shall not be in any danger of being sold, forfeited or lost by reason of such
<br />proceedings; (b) in the case of (i) liens of laborers, mechanics, materialmen, suppliers or vendors or (ii) the
<br />Impositions, or liens therefor, such proceedings shall suspend the foreclosure of any such lien or any other
<br />collection thereof from the Subject Property; (c) in the case of a Legal Requirement, Beneficiary shall not be in any
<br />danger of any criminal liability or, unless Trustor shall have furnished a bond or other security therefor reasonably
<br />satisfactory to Beneficiary, any additional civil liability for failure to comply therewith, and the Subject Property, or
<br />any part thereof or estate or interest therein, shall not be subject to the imposition of any lien as a result of such
<br />failure which is not properly contested pursuant to this Section 2.9; and (d) if reasonably required by Beneficiary,
<br />Trustor shall have furnished to Beneficiary a bond or other security reasonably satisfactory to Beneficiary.
<br />SECTION 2.10. Inspection. Beneficiary and its authorized agents and employees and any person
<br />designated by Beneficiary shall have the right to enter on and into the Property at all reasonable times and, except in
<br />the event of an emergency, after reasonable notice for the purpose of inspecting the same, provided such inspection
<br />shall not unreasonably disturb business activities at the Property.
<br />111/150348.02.00 g
<br />010499/1956/35239.00196
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