ANY SUMS AND TO PERFORM
ANY ACT OR TAKE ANY ACTION AS MAY BE APPROPRIATE TO CAUSE ALL OF THE TERMS,
COVENANTS AND CONDITIONS OF ANY LEASE ON THE PART OF THE BORROWER OR SUCH MEMBER
(AS APPLICABLE) TO BE PERFORMED OR OBSERVED TO BE PROMPTLY PERFORMED OR OBSERVED
IN ALL MATERIAL RESPECTS ON BEHALF OF BORROWER OR SUCH MEMBER (AS APPLICABLE),
TO THE END THAT THE RIGHTS OF BORROWER OR SUCH MEMBER (AS APPLICABLE) IN, TO AND
UNDER SAID LEASES SHALL BE KEPT UNIMPAIRED AND FREE FROM DEFAULT,
(V)
PROVIDE, SIMULTANEOUSLY WITH THE EXECUTION OF EACH LEASE (OR ON OR
PRIOR TO THE DATE HEREOF WITH RESPECT TO LEASES EXECUTED ON OR PRIOR TO THE DATE
HEREOF), TO (1) EACH LESSEE, A SECTION 291-F NOTICE IN FORM AND
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SUBSTANCE REASONABLY SATISFACTORY TO AGENT, AND (2) AGENT, AN EXECUTED
ACKNOWLEDGMENT FROM EACH SUCH TENANT RELATING TO THE PAYMENT OF RENT AND
SECURITY DEPOSITS TO A SECURITY DEPOSIT ACCOUNT AND A COLLECTION ACCOUNT AND THE
USE OF AN EXPEDITED CHECK CLEARING PROCESS, WHICH ACKNOWLEDGMENT SHALL BE IN THE
FORM REQUIRED BY EACH OF THE SECURITY DEPOSIT ACCOUNTS AGREEMENT AND THE
COLLECTION ACCOUNTS AGREEMENT, AND
(VI)
NOT, WITHOUT THE PRIOR APPROVAL OF AGENT, WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED (EXCEPT IN THE CASE OF SUBCLAUSES (3) AND
(4) OF THIS CLAUSE (VI) OR ANY MATTER RELATING TO A LEASE WITH (OR PROPOSED TO
BE WITH) AN AFFILIATE OF ANY BORROWER ENTITY, IN WHICH CASE AGENT'S APPROVAL MAY
BE WITHHELD IN AGENT'S SOLE AND REASONABLE DISCRETION),
(1)
EXCEPT AS EXPRESSLY PERMITTED THEREUNDER (BUT SUBJECT TO THE
PROVISIONS OF CLAUSE (7) BELOW), AMEND, MODIFY, EXTEND OR OTHERWISE ALTER, IN
ANY MATERIAL RESPECT, ANY LEASE;
(2)
ENTER INTO (SUBJECT TO THE FURTHER PROVISIONS OF THIS
SECTION 7.14) ANY LEASE;
(3)
ASSIGN, MORTGAGE, PLEDGE OR OTHERWISE TRANSFER, DISPOSE OF OR
ENCUMBER, WHETHER BY OPERATION OF LAW OR OTHERWISE, ANY LEASE OR THE RENTS
THEREUNDER OR THEREFROM EXCEPT IN CONNECTION WITH THE EXTENSION LOAN;
(4)
ACCEPT OR PERMIT THE ACCEPTANCE OF A PREPAYMENT OF ANY OF THE
RENTS (EXCLUDING SECURITY DEPOSITS) IN RESPECT OF ANY LEASE FOR MORE THAN ONE
(1) MONTH IN ADVANCE OF THE DUE DATE THEREFOR;
(5)
WAIVE OR RELEASE ANY OF ITS MATERIAL RIGHTS UNDER ANY LEASE OR ANY
GUARANTY THEREOF;
(6)
CONSENT TO THE ASSIGNMENT OF ALL OR ANY PORTION OF ANY LEASE, OR A
SUBLEASE OF ALL OR ANY PORTION OF A LEASE BY THE LESSEE THEREUNDER (TO THE
EXTENT LESSOR'S CONSENT IS REQUIRED FOR SUCH ASSIGNMENT);
(7)
MATERIALLY RELOCATE ANY PORTION OF ANY SPACE SUBJECT TO A LEASE;
OR
(8)
TERMINATE, CANCEL OR ACCEPT A SURRENDER OF ANY LEASE UNLESS A
MONETARY DEFAULT EXISTS THEREUNDER OR THE APPLICABLE TENANT HAS FILED FOR
BANKRUPTCY OR HAS HAD AN INVOLUNTARY BANKRUPTCY FILED AGAINST IT;
provided, however, that any Lease that is by its express terms subordinate to
the Building Loan Mortgage (and all amendments and refinancings thereof and
increases thereto) without the delivery of a non-disturbance agreement