THEREUNDER,
(II)
PROMPTLY NOTIFY AGENT IN WRITING OF ANY MATERIAL DEFAULT UNDER
ANY LEASE AND PROVIDE AGENT WITH COPIES OF ANY NOTICES DELIVERED OR RECEIVED IN
CONNECTION WITH ANY DEFAULT UNDER ANY LEASE,
(III)
ENFORCE THE PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS
AND AGREEMENTS REQUIRED TO BE PERFORMED AND/OR OBSERVED BY THE OTHER PARTY OR
PARTIES UNDER ANY LEASE, TO THE EXTENT IT IS COMMERCIALLY REASONABLE TO DO SO,
(IV)
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, GRANT AGENT THE
RIGHT, BUT AGENT SHALL BE UNDER NO OBLIGATION, TO PAY 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
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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 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