STRUCTURE WITHOUT NOTIFYING LENDER OF SUCH CHANGE IN
WRITING AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE
AND, IN THE CASE OF A CHANGE IN BORROWER'S STRUCTURE, WITHOUT FIRST OBTAINING
THE PRIOR WRITTEN CONSENT OF LENDER. BORROWER SHALL EXECUTE AND DELIVER TO
LENDER, PRIOR TO OR CONTEMPORANEOUSLY WITH THE EFFECTIVE DATE OF ANY SUCH
CHANGE, ANY FINANCING STATEMENT OR FINANCING STATEMENT CHANGE REQUIRED BY LENDER
TO ESTABLISH OR MAINTAIN THE VALIDITY, PERFECTION AND PRIORITY OF THE SECURITY
INTEREST GRANTED HEREIN. AT THE REQUEST OF LENDER, BORROWER SHALL EXECUTE A
CERTIFICATE IN FORM SATISFACTORY TO LENDER LISTING THE TRADE NAMES UNDER WHICH
BORROWER INTENDS TO OPERATE THE PROPERTY, AND REPRESENTING AND WARRANTING THAT
BORROWER DOES BUSINESS UNDER NO OTHER TRADE NAME WITH RESPECT TO THE PROPERTY.
5.22
INDEBTEDNESS. BORROWER SHALL NOT DIRECTLY OR INDIRECTLY CREATE,
INCUR OR ASSUME ANY INDEBTEDNESS OTHER THAN THE DEBT AND UNSECURED TRADE
PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS RELATING TO THE OWNERSHIP
AND OPERATION OF THE PROPERTY WHICH DO NOT EXCEED, AT ANY TIME, A MAXIMUM AMOUNT
OF TWO PERCENT (2%) OF THE ORIGINAL AMOUNT OF THE PRINCIPAL AND ARE PAID WITHIN
SIXTY (60) DAYS OF THE DATE INCURRED OR INVOICED (COLLECTIVELY, "PERMITTED
INDEBTEDNESS"); PROVIDED, HOWEVER, SUCH TWO PERCENT (2%) LIMITATION SHALL NOT
APPLY TO (I) ANY ASSET MANAGEMENT OR PROPERTY MANAGEMENT FEE PAYABLE PURSUANT TO
THE TERMS OF THE MANAGEMENT AGREEMENT OR (II) ANY AMOUNTS THAT ARE PAYABLE OUT
OF THE CAPITAL RESERVE SUBACCOUNT, THE ROLLOVER RESERVE SUBACCOUNT OR ANY OTHER
RESERVES ESTABLISHED UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, WITH
RESPECT TO THE 60-DAY PERIOD SET FORTH ABOVE, BORROWER MAY, AFTER PRIOR NOTICE
TO LENDER, AT ITS OWN EXPENSE, CONTEST BY APPROPRIATE LEGAL PROCEEDING, PROMPTLY
INITIATED AND CONDUCTED IN GOOD FAITH AND WITH DUE DILIGENCE, THE AMOUNT OR
VALIDITY OF ANY SUCH PERMITTED INDEBTEDNESS (DURING WHICH TIME SUCH 60-DAY
PERIOD SHALL BE TOLLED), PROVIDED THAT IF BORROWER DESIRES TO WITHHOLD PAYMENT
OF SUCH PERMITTED INDEBTEDNESS DURING THE PENDENCY OF THE CONTEST, (I) NO EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, (II) NO PART OF OR INTEREST IN THE
PROPERTY WILL BE IN DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELED OR
LOST, (III) BORROWER SHALL HAVE FURNISHED SUCH SECURITY AS MAY BE REQUIRED IN
THE PROCEEDING, OR AS MAY BE REASONABLY REQUESTED BY LENDER, TO INSURE THE
PAYMENT OF ANY SUCH PERMITTED INDEBTEDNESS, TOGETHER WITH ALL INTEREST AND
PENALTIES THEREON, WHICH SECURITY SHALL NOT BE LESS THAN ONE HUNDRED TWENTY FIVE
PERCENT (125%) OF THE PERMITTED INDEBTEDNESS BEING CONTESTED, AND (IV) BORROWER
SHALL PROMPTLY UPON FINAL DETERMINATION THEREOF PAY THE AMOUNT OF SUCH PERMITTED
INDEBTEDNESS, TOGETHER WITH ALL COSTS, INTEREST AND PENALTIES AND BORROWER SHALL
BE PERMITTED TO USE SUCH SECURITY TO MAKE SUCH PAYMENT.
5.23
LICENSES. BORROWER SHALL NOT TRANSFER ANY LICENSE REQUIRED FOR THE
OPERATION OF THE PROPERTY (OTHER THAN IN CONNECTION WITH A LENDER-APPROVED
TRANSFER AND ASSUMPTION PURSUANT TO SECTION 5.26.2 BELOW).
5.24
COMPLIANCE WITH RESTRICTIVE COVENANTS, ETC. BORROWER WILL NOT ENTER
INTO, MODIFY, WAIVE