5.22
INDEBTEDNESS.
BORROWER SHALL NOT INCUR ANY DEBT, SECURED OR
UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY OBLIGATION), OTHER
THAN THE DEBT, EXCEPT FOR LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS RELATING TO THE OWNERSHIP OF THE COLLATERAL AND THE ROUTINE
ADMINISTRATION OF BORROWER, IN AMOUNTS NOT TO EXCEED $10,000 WHICH LIABILITIES
ARE NOT MORE THAN SIXTY (60) DAYS PAST DUE AND ARE NOT EVIDENCED BY A NOTE
("PERMITTED INDEBTEDNESS").
BORROWER SHALL NOT PERMIT MORTGAGE BORROWER TO
DIRECTLY OR INDIRECTLY CREATE, INCUR OR ASSUME ANY INDEBTEDNESS IN VIOLATION OF
THE TERMS AND PROVISIONS OF SECTION 5.22 OF THE MORTGAGE LOAN AGREEMENT.
NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO THE 60-DAY PERIOD SET FORTH IN
SECTION 5.22 OF THE MORTGAGE LOAN AGREEMENT RELATING TO THE MORTGAGE PERMITTED
INDEBTEDNESS, BORROWER MAY, OR MAY CAUSE MORTGAGE BORROWER, 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 MORTGAGE PERMITTED INDEBTEDNESS (DURING WHICH TIME SUCH
60-DAY PERIOD SHALL BE TOLLED), PROVIDED THAT IF BORROWER OR MORTGAGE BORROWER
DESIRES TO WITHHOLD PAYMENT OF SUCH MORTGAGE 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 OR COLLATERAL 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 MORTGAGE
PERMITTED INDEBTEDNESS BEING CONTESTED, AND (IV) BORROWER SHALL PROMPTLY UPON
FINAL DETERMINATION THEREOF PAY THE AMOUNT OF SUCH MORTGAGE PERMITTED
INDEBTEDNESS, TOGETHER WITH ALL COSTS, INTEREST AND PENALTIES AND BORROWER SHALL
BE PERMITTED TO USE SUCH SECURITY TO MAKE SUCH PAYMENT.
NOTWITHSTANDING THE
FOREGOING, BORROWER SHALL BE RELIEVED OF ITS OBLIGATION TO DEPOSIT THE SECURITY
DESCRIBED ABOVE PROVIDED MORTGAGE BORROWER IS REQUIRED TO AND DOES DELIVER SUCH
SECURITY TO MORTGAGE LENDER IN ACCORDANCE WITH THE MORTGAGE LOAN DOCUMENTS AND
LENDER RECEIVES EVIDENCE REASONABLY ACCEPTABLE TO LENDER OF THE DELIVERY OF SUCH
SECURITY.
PROVIDED NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, UPON DELIVERY OF EVIDENCE REASONABLY SATISFACTORY TO LENDER THAT
SUCH MORTGAGE PERMITTED INDEBTEDNESS HAS BEEN PAID IN FULL OR ARE OTHERWISE NO
LONGER DUE AND PAYABLE, ANY UNUSED PORTION OF ANY SECURITY DEPOSITED WITH LENDER
PURSUANT TO THIS SECTION 5.22 SHALL PROMPTLY BE RELEASED TO BORROWER.
5.23
LICENSES.
BORROWER SHALL NOT, AND SHALL NOT PERMIT MORTGAGE
BORROWER TO, TRANSFER ANY LICENSE REQUIRED FOR THE OPERATION OF THE PROPERTY
(OTHER THAN IN CONNECTION WITH A PERMITTED TRANSFER).
5.24
COMPLIANCE WITH RESTRICTIVE COVENANTS, ETC.
BORROWER WILL NOT, AND
SHALL NOT PERMIT MORTGAGE BORROWER TO, MODIFY, WAIVE IN ANY MATERIAL RESPECT OR
RELEASE ANY EASEMENTS, RESTRICTIVE COVENANTS OR OTHER PERMITTED ENCUMBRANCES, OR