than one year shall contain any restriction on the Borrower's or
applicable Subsidiary's right to grant a lien to the Lender on such Person's
leasehold interest in the subject property, and the lessor in respect of each
such lease shall have agreed to provide upon request a collateral access
agreement substantially in the
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form provided by the Lender with such modifications therein as shall be
reasonably acceptable to the Lender."
2.3
MODIFICATION OF CERTAIN REPORTING REQUIREMENTS.
UNTIL INSTRUCTED
TO THE CONTRARY BY THE LENDER, THE COMPANY SHALL NOT DELIVER TO THE LENDER THE
CASH BUDGETS CONTEMPLATED IN SECTION 7.11 OF THE LOAN AGREEMENT OR THE WRITTEN
REPORTS CONTEMPLATED IN SECTION 7.21 OF THE LOAN AGREEMENT.
THE COMPANY'S
COMPLIANCE WITH THIS SECTION 2.3 SHALL CONSTITUTE COMPLIANCE WITH SECTIONS 7.11
AND 7.21 OF THE LOAN AGREEMENT AND THE COMPANY'S FAILURE TO COMPLY WITH THIS
SECTION 2.3 SHALL CONSTITUTE AN EVENT OF DEFAULT.
2.4
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS OF THE
FIRST DATE (THE "FORBEARANCE EFFECTIVE DATE") ON WHICH EACH OF THE FOLLOWING
CONDITIONS IS SATISFIED:
(A)
THERE SHALL HAVE BEEN DELIVERED TO THE LENDER IN ACCORDANCE WITH
SECTION 6.5 HEREIN, COUNTERPARTS OF THIS AGREEMENT EXECUTED BY EACH OF THE
LENDER, THE COMPANY AND EACH OF THE SUBSIDIARIES;
(B)
THE LENDER SHALL HAVE RECEIVED ALL ACCRUED AND UNPAID COSTS AND
EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) REQUIRED TO BE PAID PURSUANT HERETO
OR THE LOAN AGREEMENT ON OR PRIOR TO THE FORBEARANCE EFFECTIVE DATE; AND
(C)
THIS AGREEMENT SHALL HAVE BEEN FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO A FILING BY THE COMPANY ON
FORM 8-K PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SUBSIDIARIES.
TO INDUCE THE LENDER TO ENTER INTO THIS AGREEMENT, EACH OF THE
COMPANY AND THE SUBSIDIARIES HEREBY REPRESENTS AND WARRANTS TO THE LENDER THAT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH OF THE COMPANY AND THE
SUBSIDIARIES IN THE LOAN DOCUMENTS ARE ON THE DATE OF EXECUTION AND DELIVERY OF
THIS AGREEMENT, AND WILL BE ON THE FORBEARANCE EFFECTIVE DATE, TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH MADE ON AND AS
OF SUCH RESPECTIVE DATE (OR, TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE, ON AND AS OF SUCH EARLIER DATE), EXCEPT TO
THE EXTENT OF ANY INACCURACY RESULTING SOLELY FROM THE SPECIFIED DEFAULTS.
(B)
EXCEPT FOR THE SPECIFIED DEFAULTS OR AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, THE COMPANY AND EACH OF THE SUBSIDIARIES IS IN COMPLIANCE WITH
ALL THE TERMS AND PROVISIONS SET FORTH IN THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS ON ITS PART TO BE OBSERVED OR PERFORMED, AND NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING.
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF THE COMPANY AND
THE SUBSIDIARIES OF THIS AGREEMENT:
(I)
ARE WITHIN ITS CORPORATE OR LIMITED PARTNERSHIP POWERS;
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(II)