Common use of Cure Rights Clause in Contracts

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance“nonrecoverable advance”) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance“nonrecoverable advance”) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of one or more of the Mortgage Loan Borrower Borrowers or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on any of the Mortgage Loan BorrowerBorrowers, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and Holder, the Note B-3 Holder or the Note B-4 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower Borrowers or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan BorrowerBorrowers, the Mortgaged Property Properties or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In (a) Notwithstanding anything to the contrary contained in this Article VIII, in the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist that the Borrowers fail to comply with the requirements of Section 7.14 with respect to any Measurement Period for which such covenant is required to be tested, until the Mortgage Loan, then, upon notice from expiration of the Lead Securitization Note Holder 10th day subsequent to the later of (x) the first day of the applicable Covenant Trigger Event or (y) the Servicer on its behalfdate the certificate calculating the Consolidated Fixed Charge Coverage Ratio for such Measurement Period is required to be delivered pursuant to Section 6.01(b) (a the “Cure Option NoticeExpiration Date”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis Parent shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any defaultissue Permitted Cure Securities for cash or otherwise receive cash contributions (collectively, the default must be cured “Cure Right”), and upon receipt by the Parent of such Note B Holder withincash in return for its Permitted Cure Securities, in (the case of a monetary default, ten (10“Cure Amount”) Business Days after receipt pursuant to the exercise by the Parent of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary defaultRight, the foregoing cure period of thirty (30) days may Consolidated Fixed Charge Coverage Ratio under Section 7.14 shall be extended for an additional sixty (60) days (for a total of up recalculated giving effect to ninety (90) days), but only for so long as the following pro forma adjustments: (i) Consolidated EBITDA of the last Fiscal Quarter of such Note B Holder Measurement Period shall be increased for such Measurement Period and any subsequent Measurement Period that contains such Fiscal Quarter, solely for the purpose of measuring the Consolidated Fixed Charge Coverage Ratio under Section 7.14 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing pro forma adjustments, the Borrowers shall then be in compliance with Section 7.14, the Borrowers shall be deemed to have satisfied the requirements of Section 7.14 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.14 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two Fiscal Quarters with respect to which the Cure Right is diligently and expeditiously proceeding to cure such non-monetary defaultnot exercised, (ii) such Note B Holder makes all there shall be no more than five Cure Payments that it is permitted to make in accordance with Rights exercised during the term of this SectionAgreement, (iii) such non-monetary default is not the result Cure Amount shall be no greater than the amount required for purposes of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance complying with this Section 7.14 and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property all Cure Amounts shall be disregarded for purposes of determining any baskets or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees ratios with respect to the Mortgage Loan, but excluding any default interest and Penalty Chargesother covenants contained in the Loan Documents. (c) related Notwithstanding anything to the default contrary contained in Section 8.01 and incurred Section 8.02, (A) upon receipt of the Cure Amount (and designation thereof) by the Parent, the requirements of Section 7.14 shall be deemed satisfied and complied with as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply with the requirements of Section 7.14 and any Event of Default under Section 7.14 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.14 (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been contributed and designated; provided that during the period set forth in this clause (B), an Event of time from the expiration of the grace period Default shall nevertheless be deemed to have occurred and be continuing for such default all other purposes under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDocuments (including restrictions on Borrowings).

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each either Note B Holder shall have the right, exercisable by each such Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of both the Note B-1 Holder, Holder and the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such both Note B Holders collectively, on a pro rata basis basis, shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of one or more of the Mortgage Loan Borrower Borrowers or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on any of the Mortgage Loan BorrowerBorrowers, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each the Note B Holder shall have the right, exercisable by each the Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a the Note B Holder has elected to cure any default, the default must be cured by such the Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a the Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such the Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such the Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such the Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a the Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such the Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of one or more the Mortgage Loan Borrower Borrowers or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan BorrowerBorrowers, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In (a) Notwithstanding anything to the contrary contained in this Article VIII, in the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist that the Borrowers fail to comply with the requirements of Section 7.16 with respect to any Measurement Period for which such covenant is required to be tested, until the Mortgage Loanexpiration of the 10th day subsequent to the later of (x) the first day of the applicable Covenant Trigger Event or (y) the date the certificate calculating the Consolidated Fixed Charge Coverage Ratio for such Measurement Period is required to be delivered pursuant to Section 6.01(b) (the “Cure Expiration Date”), then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis Borrower shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any defaultissue Permitted Cure Securities for cash or otherwise receive cash contributions (collectively, the default must be cured “Cure Right”), and upon receipt by the Lead Borrower of such Note B Holder withincash in return for its Permitted Cure Securities and the contribution of such proceeds to a Borrower, in as applicable, (the case of a monetary default, ten (10“Cure Amount”) Business Days after receipt pursuant to the exercise by the Lead Borrower of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary defaultRight, the foregoing cure period of thirty (30) days may Consolidated Fixed Charge Coverage Ratio under Section 7.16 shall be extended for an additional sixty (60) days (for a total of up recalculated giving effect to ninety (90) days), but only for so long as the following pro forma adjustments: (i) Consolidated EBITDA of the last Quarterly Accounting Period of such Note B Holder Measurement Period shall be increased for such Measurement Period and any subsequent Measurement Period that contains such Quarterly Accounting Period, solely for the purpose of measuring the Consolidated Fixed Charge Coverage Ratio under Section 7.16 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing pro forma adjustments, the Borrowers shall then be in compliance with Section 7.16, the Borrowers shall be deemed to have satisfied the requirements of Section 7.16 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.16 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two Quarterly Accounting Periods with respect to which the Cure Right is diligently and expeditiously proceeding to cure such non-monetary defaultnot exercised, (ii) such Note B Holder makes all there shall be no more than five Cure Payments that it is permitted to make in accordance with Rights exercised during the term of this SectionAgreement, (iii) such non-monetary default is not the result Cure Amount shall be no greater than the amount required for purposes of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance complying with this Section 7.16 and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property all Cure Amounts shall be disregarded for purposes of determining any baskets or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees ratios with respect to the Mortgage Loan, but excluding any default interest and Penalty Chargesother covenants contained in the Loan Documents. (c) related Notwithstanding anything to the default contrary contained in Section 8.01 and incurred Section 8.02, (A) upon receipt of the Cure Amount (and designation thereof) by the Lead Borrower, the requirements of Section 7.16 shall be deemed satisfied and complied with as of the end of the relevant Quarterly Accounting Period with the same effect as though there had been no failure to comply with the requirements of Section 7.16 and any Event of Default under Section 7.16 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.16 (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been contributed and designated; provided that during the period set forth in this clause (B), an Event of time from the expiration of the grace period Default shall nevertheless be deemed to have occurred and be continuing for such default all other purposes under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDocuments (including restrictions on Borrowings).

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each the Note B Holder shall have the right, exercisable by each the Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a the Note B Holder has elected to cure any default, the default must be cured by such the Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a the Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such the Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such the Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such the Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on any of the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a the Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such the Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of the Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by the Note B Holder pursuant to this Section 11(b) and the cure period has not expired and the Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee (or the Servicer on its behalf) shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to

Cure Rights. In (a) Notwithstanding anything to the contrary contained in this Article VIII, in the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist that the Borrowers fail to comply with the requirements of Section 7.16 with respect to any Measurement Period for which such covenant is required to be tested, until the Mortgage Loanexpiration of the 10th day subsequent to the later of (x) the first day of the applicable Covenant Trigger Event or (y) the date the certificate calculating the Consolidated Fixed Charge Coverage Ratio for such Measurement Period is required to be delivered pursuant to Section 6.01(e) (the “Cure Expiration Date”), then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis Borrower shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any defaultissue Permitted Cure Securities for cash or otherwise receive cash contributions (collectively, the default must be cured “Cure Right”), and upon receipt by the Lead Borrower of such Note B Holder withincash in return for its Permitted Cure Securities and the contribution of such proceeds to a Borrower, in as applicable, (the case of a monetary default, ten (10“Cure Amount”) Business Days after receipt pursuant to the exercise by the Lead Borrower of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary defaultRight, the foregoing cure period of thirty (30) days may Consolidated Fixed Charge Coverage Ratio under Section 7.16 shall be extended for an additional sixty (60) days (for a total of up recalculated giving effect to ninety (90) days), but only for so long as the following pro forma adjustments: (i) Consolidated EBITDA of the last Quarterly Accounting Period of such Note B Holder Measurement Period shall be increased for such Measurement Period and any subsequent Measurement Period that contains such Quarterly Accounting Period, solely for the purpose of measuring the Consolidated Fixed Charge Coverage Ratio under Section 7.16 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing pro forma adjustments, the Borrowers shall then be in compliance with Section 7.16, the Borrowers shall be deemed to have satisfied the requirements of Section 7.16 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.16 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two Quarterly Accounting Periods with respect to which the Cure Right is diligently and expeditiously proceeding to cure such non-monetary defaultnot exercised, (ii) such Note B Holder makes all there shall be no more than five Cure Payments that it is permitted to make in accordance with Rights exercised during the term of this SectionAgreement, (iii) such non-monetary default is not the result Cure Amount shall be no greater than the amount required for purposes of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance complying with this Section 7.16 and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property all Cure Amounts shall be disregarded for purposes of determining any baskets or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees ratios with respect to the Mortgage Loan, but excluding any default interest and Penalty Chargesother covenants contained in the Loan Documents. (c) related Notwithstanding anything to the default contrary contained in Section 8.01 and incurred Section 8.02, (A) upon receipt of the Cure Amount (and designation thereof) by the Lead Borrower, the requirements of Section 7.16 shall be deemed satisfied and complied with as of the end of the relevant Quarterly Accounting Period with the same effect as though there had been no failure to comply with the requirements of Section 7.16 and any Event of Default under Section 7.16 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.16 (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been contributed and designated; provided that during the period set forth in this clause (B), an Event of time from the expiration of the grace period Default shall nevertheless be deemed to have occurred and be continuing for such default all other purposes under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDocuments (including restrictions on Borrowings).

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan; provided that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or the Trustee from sending notices of the default to the Mortgage Loan Borrower or any related guarantor or making demands on the Mortgage Loan Borrower or any related guarantor or from collecting default interest or late payment charges from the Mortgage Loan Borrower. Notwithstanding anything to the contrary contained in this Section 11(b), (A) a Note B Holder’s right to cure a monetary default or non-monetary default shall be limited to six (6) Cure Events over the life of the Mortgage Loan and (B) no single Cure

Cure Rights. In the event any monetary default beyond applicable notice and grace periods Borrowers fail to comply with the financial covenants contained in Section 7.14.1 or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) Section 7.14.2 (a “Cure Option NoticeFinancial Covenant Default”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder Borrowers shall have the rightright to cure such Financial Covenant Default on the following terms and conditions (the “Equity Cure Right”): (a) In the event Borrowers desire to cure the Financial Covenant Default, exercisable by each Note B Holder giving Administrative Borrower shall deliver to the Agent irrevocable written notice of its intent to cure (a default within five (5“Cure Notice”) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, no later than ten (10) Business Days days after receipt the date on which financial statements and a Compliance Certificate for the period ending on the last day of the Fiscal Quarter with respect to which such Financial Covenant Default occurred (the “Testing Dates”) are required to be delivered. The Cure Option Notice andshall set forth the calculation of the applicable “Financial Covenant Cure Amount” (as hereinafter defined). (b) In the event Administrative Borrower delivers a Cure Notice, in the case Borrowers shall cause Sponsor or Investment Affiliates of a non-monetary defaultSponsor to purchase, thirty (30) no later than 20 days after receipt by Agent of such the Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, Notice (the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days“Required Contribution Date”), but only for so long as either (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, common stock of (or make cash capital contributions to) Holdings not containing any mandatory payment of cash dividends or mandatory redemption provisions requiring cash redemptions or (ii) unsecured Debt of Holdings that is subordinated to the Obligations (to the extent the terms and conditions of such Note B Holder makes all Cure Payments that it Debt, including subordination terms, have been approved by Agent and in respect of which (x) Holdings is permitted to make the only obligor (and no other Loan Party shall be an obligor or a guarantor or provide any other credit support in accordance with this Sectionrespect thereof), (iiiy) such non-monetary default the maturity date is not no earlier than six (6) months after the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section final maturity date hereunder and (ivz) there is no material adverse effect on cash payments are required prior to its maturity date) (such equity and/or Debt, “Equity Cure Securities”). The cash consideration received shall be in an amount equal to the Mortgage Loan Borrower, lesser of (x) the Mortgaged Property greater of (A) $4,000,000 or (B) 10% of pro forma EBITDA for Holdings for the value of applicable Compliance Period or (y) the Mortgage Loan amount which would result in Borrowers being in pro forma compliance with such financial covenant as a result of such non-monetary default or Testing Date (the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Financial Covenant Cure PaymentAmount”), which Financial Covenant Cure Amount shall be deemed to be a dollar-for-dollar increase to the amount of EBITDA for the last Fiscal Quarter of such Note B Holder Computation Period and for any subsequent Computation Period that includes such Fiscal Quarter (which increase to EBITDA shall make such Cure Payment be deemed to have occurred solely for purposes of determining Borrowers’ compliance with the financial covenants in Section 7.14.1 or Section 7.14.2, as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penaltiesapplicable, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and not for any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees other purpose with respect to which EBITDA is calculated under this Agreement). For the Mortgage Loanavoidance of doubt, but excluding it is agreed and understood that if the amount required to cure any default interest Financial Covenant Default exceeds the greater of $4,000,000 or 10% of pro forma EBITDA, the Equity Cure Right will not cure such Financial Covenant Default. The Loans prepaid pursuant to Section 2.10.2(v) with the proceeds of Equity Cure Securities shall be deemed outstanding for purposes of determining compliance with Section 7.14.1 or Section 7.14.2, as applicable, for the current Fiscal Quarter and Penalty Chargesthe next three Fiscal Quarters thereafter. (c) related The Equity Cure Right shall not be exercised (i) in two consecutive fiscal quarters or (ii) more than four times during the term of this Agreement. (d) Upon timely receipt by Holdings in cash of the amount which would result in Borrower being in pro forma compliance with such financial covenant as of such Testing Date and payment of the mandatory prepayment pursuant to Section 2.10.2(v), the Financial Covenant Default shall be deemed cured. (e) Until the earlier of the twentieth (20th) day following the date of delivery of the Cure Notice or the date on which Agent learns that the Sponsor does not intend to purchase the Equity Cure Securities, none of Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments, and none of Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral, in each case solely on the basis of an Event of Default having occurred and being continuing under Section 7.14.1 or Section 7.14.2,as applicable, hereof; provided, that (i) nothing shall impair the rights of the Agent to take any actions permitted under the Second Lien Intercreditor Agreement and (ii) until timely receipt of the Financial Covenant Cure Amount and application to the default Loans as required by Section 2.10.2(v), such Event of Default shall continue to exist and incurred during the period Agent and Lenders will be entitled to all of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is their rights with respect thereto except as otherwise effectedprohibited by this clause (e).

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 B-2 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.thirty

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each the Note B Holder shall have the right, exercisable by each the Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a the Note B Holder has elected to cure any default, the default must be cured by such the Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a the Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such the Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such the Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such the Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a the Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such the Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of the Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by the Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee (or the Servicer on its behalf) shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan; provided that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or the Trustee from sending notices of the default to the Mortgage Loan Borrower or any related guarantor or making demands on the Mortgage Loan Borrower or any related guarantor or from collecting default interest or late payment charges from the Mortgage Loan Borrower. Notwithstanding anything to the contrary contained in this Section 11(b), (A) the Note B Holder’s right to cure a monetary default or non-monetary default shall be limited to six (6) Cure Events over the life of the Mortgage Loan and (B) no single Cure Event may exceed four (4) consecutive months. For the avoidance of doubt, it is intended that if a single Event of Default is cured for four consecutive months, that same Event of Default may

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist Borrowers fail to comply with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) financial covenants contained in Section 7.14.1 (a “Cure Option NoticeFinancial Covenant Default”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder Borrowers shall have the rightright to cure such Financial Covenant Default on the following terms and conditions (the “Equity Cure Right”): (a) In the event Borrowers desire to cure the Financial Covenant Default, exercisable by each Note B Holder giving Administrative Borrower shall deliver to the Agent irrevocable written notice of its intent to cure (a default within five (5“Cure Notice”) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, no later than ten (10) Business Days days after receipt the date on which financial statements and a Compliance Certificate for the period ending on the last day of the Fiscal Quarter with respect to which such Financial Covenant Default occurred (the “Testing Dates”) are required to be delivered. The Cure Option Notice andshall set forth the calculation of the applicable “Financial Covenant Cure Amount” (as hereinafter defined). (b) In the event Administrative Borrower delivers a Cure Notice, in the case Borrowers shall cause Sponsor or Investment Affiliates of a non-monetary defaultSponsor to purchase, thirty (30) no later than 20 days after receipt by Agent of such the Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, Notice (the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days“Required Contribution Date”), but only for so long as either (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, common stock of (or make cash capital contributions to) Holdings not containing any mandatory payment of cash dividends or mandatory redemption provisions requiring cash redemptions or (ii) unsecured Debt of Holdings that is subordinated to the Obligations (to the extent the terms and conditions of such Note B Holder makes all Cure Payments that it Debt, including subordination terms, have been approved by Agent and in respect of which (x) Holdings is permitted to make the only obligor (and no other Loan Party shall be an obligor or a guarantor or provide any other credit support in accordance with this Sectionrespect thereof), (iiiy) such non-monetary default the maturity date is not no earlier than six (6) months after the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section final maturity date hereunder and (ivz) there is no material adverse effect on cash payments are required prior to its maturity date) (such equity and/or Debt, “Equity Cure Securities”). The cash consideration received shall be in an amount equal to the Mortgage lesser of (x) the greater of (A) $4,000,000 or (B) 10% of pro forma EBITDA for Holdings for the applicable Compliance Period or (y) the amount which would result in Borrowers being in pro forma compliance with such financial covenant (and the financial covenants in the First Lien Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan Agreement) as a result of such non-monetary default or Testing Date (the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Financial Covenant Cure PaymentAmount”), which Financial Covenant Cure Amount shall be deemed to be a dollar-for-dollar increase to the amount of EBITDA for the last Fiscal Quarter of such Note B Holder Computation Period and for any subsequent Computation Period that includes such Fiscal Quarter (which increase to EBITDA shall make be deemed to have occurred solely for purposes of determining Borrowers’ compliance with the financial covenant in Section 7.14.1 and not for any other purpose with respect to which EBITDA is calculated under this Agreement). For the avoidance of doubt, it is agreed and understood that if the amount required to cure any Financial Covenant Default exceeds the greater of $4,000,000 or 10% of pro forma EBITDA, the Equity Cure Right will not cure such Cure Payment as directed by the Lead Securitization Note Holder Financial Covenant Default. The Loans prepaid pursuant to Section 2.10.2(v) (or the Servicer First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement) with the proceeds of Equity Cure Securities shall be deemed outstanding for purposes of determining compliance with Section 7.14.1 for the current Fiscal Quarter and the next three Fiscal Quarters thereafter. (c) The Equity Cure Right shall not be exercised (i) in two consecutive fiscal quarters or (ii) more than four times during the term of this Agreement. (d) Upon timely receipt by Holdings in cash of the amount which would result in Borrower being in pro forma compliance with such financial covenant as of such Testing Date and payment of the mandatory prepayment pursuant to Section 2.10.2(v) (or the First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement), the Financial Covenant Default shall be deemed cured. (e) Until the earlier of the twentieth (20th) day following the date of delivery of the Cure Notice or the date on its behalfwhich Agent learns that the Sponsor does not intend to purchase the Equity Cure Securities, none of Agent nor any Lender shall exercise the right to accelerate the Term Loans and none of Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral, in each case solely on the basis of an Event of Default having occurred and being continuing under Section 7.14.1 hereof; provided, that (i) nothing shall impair the rights of the Agent to take any actions permitted under the Intercreditor Agreement and each (ii) until timely receipt of the Financial Covenant Cure Amount and application to the Term Loans as required by Section 2.10.2(v) (or the First Lien Obligations prepaid pursuant to Section 2.10.2(v) of the First Lien Loan Agreement), such Cure Payment Event of Default shall include continue to exist and Agent and Lenders will be entitled to all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees of their rights with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is thereto except as otherwise effectedprohibited by this clause (e).

Cure Rights. In During the event continuance in effect of any Authorized Mortgage of this Lease, Lessor will not terminate this Lease because of any monetary default beyond applicable notice and grace periods on the part of Lessee if the Authorized Mortgagee or non-monetary default beyond applicable notice and grace periods its assigns shall exist with respect cure the default, within the later of: (a) sixty (60) days after Lessor has mailed to the Mortgage Loan, then, upon notice from Authorized Mortgagee or its assigns at the Lead Securitization Note Holder (or the Servicer on its behalf) (last known address thereof a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent intention to cure a default within five terminate the interest of Lessee under this Lease for such cause, or (5b) Business Days sixty (60) days after receipt the expiration of the Cure Option Notice, time period granted to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure Lessee under this Lease for curing such default); provided. Further, in the event a Note B Holder has elected as to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty the Authorized Mortgagee shall have one hundred eighty (30180) days after receipt of such Cure Option Notice. If written notice from Lessor, and a Note B Holder reasonable time after the expiration of said one hundred eighty (180) days if it shall have commenced foreclosure or other appropriate proceeding in the nature thereof within said one hundred eighty (180) day period and is attempting diligently prosecuting the same, within which to endeavor to cure a non-monetary such default. In case of such undertaking, Lessor will not so terminate if the foregoing cure period of thirty (30) days Authorized Mortgagee has commenced foreclosure proceedings or within such further time as may be extended for an additional required by the Authorized Mortgagee to complete foreclosure of such Authorized Mortgage or other remedy thereunder provided (i) that such remedy is pursued promptly and completed with due diligence, and (ii) that the Authorized Mortgagee has paid all Rent and other charges accruing hereunder as the same become due and has performed all the covenants of this Lease until such time as this Lease shall be sold upon foreclosure of the Authorized Mortgage. Any default consisting of Xxxxxx’s failure promptly to discharge any lien, charge or encumbrance against the Premises junior in priority to the Authorized Mortgage shall be deemed to be duly cured if such Authorized Mortgage shall be foreclosed by appropriate action instituted within said sixty (60) days (for a total day period and thereafter prosecuted in diligent and timely manner. Ownership of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently Lessor’s interest and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred Xxxxxx’s interest by or asserted against each Note A Holder (including, for the same person shall not affect the merger thereof without limitation, all unreimbursed Advances (without regard the prior written consent of any Authorized Mortgagee to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedmerger.

Cure Rights. (i) In the event the Loan Parties fail to comply with one or more of the financial covenants set forth in this Section 8.14 such financial covenants referred to as the “Breached Financial Covenants”) as of the last day of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage LoanFiscal Quarter (each, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option NoticeQuarter”): (A) any Unrestricted Cash on the balance sheet of the occurrence Loan Parties may, after the last day of such default beyond applicable notice Fiscal Quarter and grace periods (which notice the Lead Securitization Note Holder (on or the Servicer on its behalf) shall promptly give prior to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, day that is ten (10) Business Days after receipt the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing), at the irrevocable election of the BVI Borrower, be applied (each such application a “Cash Cure”) to prepay the Loans in an amount not exceed the amount required to cause the Loan Parties to be in compliance with such Breached Financial Covenant(s) and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice andQuarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; or (B) the proceeds of any Equity Interests (other than Disqualified Interests) issued by BVI Borrower after the last day of such Fiscal Quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing) (any such issuance, an “Equity Cure”) shall, at the irrevocable election of the BVI Borrower, be deemed to increase (each such deemed increase, and “Equity Cure”; all Cash Cures and Equity Cures, together, “Cures” and each, individually, a “Cure”) Consolidated EBITDA in an amount not exceed the case amount required to cause the Loan Parties to be in in compliance with such Breached Financial Covenant(s) and in any event not to exceed 20% of a non-monetary default, thirty Consolidated EBITDA as calculated for the applicable Reference Period (30the “Equity Cure Amount”) days after receipt and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice. If a Note B Holder is attempting Quarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to cure a non-monetary default, the foregoing cure comply with in any subsequent period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) that includes such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, Cure Quarter; (ii) such Note B Holder makes all Cure Payments that it is permitted Upon the Administrative Agent’s receipt of notice from the BVI Borrower of its intent to make effect any Cure pursuant to this Section 8.14(c) no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, then, until the day that is ten (10) Business Days after such date (or such longer period as the Required Lenders may reasonably agree to in accordance with this Sectionwriting), (iii) such non-monetary default is not neither the result of a bankruptcy Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Mortgage Loan Borrower Collateral solely on the basis of an Event of Default having occurred and being continuing under Sections 8.14(a) or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during (b) in respect of the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect ending on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result last day of such non-monetary default or Fiscal Quarter; provided that in no event shall the attempted cure thereof. If a Note B Holder elects Lenders have any obligation to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and fund any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedmade.

Cure Rights. In Upon the event any monetary default beyond applicable notice occurrence of an Event of Default, and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) Agent (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods Event of Default (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) Agent shall promptly give to the Note B Holder Senior Participant and Junior Participant upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis Junior Participant shall have the right to cure such defaultEvent of Default (the “Cure Right”); provided, in the event a Note B Holder that Junior Participant (the “Curing Participant”) has elected to cure any defaultEvent of Default, in order for the cure to be effective, the default Event of Default must be cured by such Note B Holder the Curing Participant within, in the case of an Event of Default with respect to a monetary defaultScheduled Payment, ten (10) Business Days after of receipt of such Cure Option Notice and, in the case of a non-monetary defaultany other Event of Default, within thirty (30) days after of receipt of such Cure Option NoticeNotice (the “Cure Period”). If a Note B Holder Junior Participant is attempting to cure a nonNon-monetary defaultMonetary Event of Default which is reasonably capable of cure by Junior Participant, the foregoing cure period of thirty (30) days Cure Period may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder the Curing Participant is diligently and expeditiously proceeding attempting to cure such nonNon-monetary defaultMonetary Event of Default, (ii) such Note B Holder the Borrower or the Curing Participant makes all Cure Scheduled Payments that it is permitted to make in accordance with this Sectionbecome due and payable during the Cure Period, (iii) such nonNon-monetary default Monetary Event of Default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related eventBorrower, and no bankruptcy with respect to the Borrower commences or other insolvency related event occurs during the period that such Note B Holder the Curing Participant is otherwise permitted to cure a nonNon-monetary default Monetary Event of Default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrowervalue, the Mortgaged use or operation of Property or the value of the Mortgage Loan as a result of the Event of Default and the extension of the Cure Period. In the case of concurrent Monetary Events of Default and Non-Monetary Events of Default, if all Monetary Events of Default are timely cured by Borrower or Curing Participant, then at the request of the Curing Participant the Agent shall waive any then-existing Non-Monetary Events of Default that are not reasonably susceptible of cure by the Curing Participant (including missed deadlines and financial covenant defaults), provided that such nonuncured Non-monetary default Monetary Events of Default do not have a material adverse effect on the value, use or operation of Property or materially impair the attempted cure thereofsecurity for the Loan. If a Note B Holder In the event that the Curing Participant elects to cure a default an Event of Default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder the Curing Participant shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) Agent and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, penalties and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) Agent and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, Loan (but excluding any default interest and Penalty ChargesDefault Interest) related to the default and incurred during the period of time from the expiration of the grace period for such default Event of Default under the Mortgage Loan until such Cure Payment is made made. Agent shall distribute any Cure Payment in accordance with Section 5.2. The right of the Curing Participant to reimbursement of any Cure Payment shall be governed by Section 5.2 and Section 5.3. The commencement of a Continuing Event of Default shall be deemed deferred until the Cure Period has expired without a timely cure of the applicable Event of Default; provided that Junior Participant’s right to defer a Continuing Event of Default by making payments of Scheduled Payments shall be limited to five (5) consecutive Scheduled Payments and to six (6) Scheduled Payments in the aggregate during the life of the Loan. Unless and until an Event of Default has ripened into a Continuing Event of Default (after giving effect to the Cure Right herein), Agent shall not accelerate the Loan or such other cure is otherwise effectedcommence any remedies to enforce the rights of Lender under the Loan or Loan Documents; provided that nothing herein shall be construed to prohibit Agent from sending notices of the Event of Default to the Borrower or any related guarantor, making demands on the related Borrower or any related guarantor, or assessing Late Charges or Default Interest against the Borrower.

Cure Rights. In If an Owner fails to timely perform its obligations under this Agreement (the event any monetary default beyond applicable notice and grace periods or non“Defaulting Owner”), the other Owner (the “Non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Noticedefaulting Owner”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable but not the obligation, subject to the conditions and the notice provisions set forth below: (i) to enter upon the land of the Defaulting Party to perform the Defaulting Party's obligations under this Agreement as may be deemed neces­sary by each Note B Holder giving Non-Defaulting Party in its reasonable discretion; and (ii) to pay or perform the Defaulting Owner’s obligations. Before the Non-defaulting Owner exercises its rights pursuant to the first sentence, the Non-defaulting Owner shall deliver written notice of its intent to the Defaulting Owner specifying the default with reasonable specificity ("Default Notice"). If the Defaulting Owner fails to cure its default within thirty (30) days after receipt of the Default Notice (or, if the default is capable of being cured, but cannot be cured within such thirty (30) day period, if the Defaulting Owner does not commence to cure the default within said thirty (30) day period and thereafter diligently prosecute a default cure of the same to completion within a reasonable time), then the Non-defaulting Owner shall be entitled to exercise its cure rights hereunder; provided, however, that in the case of an emergency (including, without limitation, if the Defaulting Owner's failure to perform an obligation under this Agreement results in the County threatening to withhold or actually withholding building, occupancy or other permits for the DTC Parcel(s) or the CFC Parcel, as the case may be), then the Non-defaulting Owner shall be entitled to exercise its cure rights contained herein within five (5) Business Days after receipt delivery of the Cure Option Default Notice, . If the Non-defaulting Owner elects to exercise its cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such noticerights hereunder, then such Note B Holders collectively, on a pro rata basis the Defaulting Owner shall have pay to the right to cure such default); provided, Non-defaulting Owner all reasonable sums expended by the Non-defaulting Owner in connection with the event a Note B Holder has elected to cure any default, actions taken by the default must be cured by such Note B Holder within, in the case of a monetary default, Non-defaulting Owner hereunder within ten (10) Business Days after receipt by the Defaulting Owner from the Non-defaulting Owner of a written demand for payment. Any monies not paid by the Defaulting Owner to the Non-defaulting Owner within the ten (10) Business Day period shall thereafter accrue interest at the rate of ten percent (10%) per annum (prorated on a per diem basis) commencing on the first day following the expiration of such Cure Option Notice andten (10) Business Day period and ending on the date that such sum, together with all accrued interest thereon, is received by the Non-defaulting Owner and shall constitute a lien on the Defaulting Owner’s property. The remedies provided herein shall be in addition to any other remedies afforded to the case of a Non-defaulting Owner in this Agreement or at law or in equity and not in lieu thereof. The Defaulting Owner hereby grants to the Non-defaulting Owner all necessary easements and rights-of-way over the Defaulting Owner’s land to permit the Non-defaulting Owner to exercise its non-monetary default, thirty (30) days after receipt cure rights hereunder including the right to use adjoining property during the periods of actual construction or maintenance. Any action by an Owner taken pursuant to this Section 11 shall be taken at such Cure Option Noticetimes and in such manner as to cause the least practical interference with the business being conducted by the Defaulting Owner or the Owners of other land encumbered by this Agreement. If a Note B Holder is attempting to cure a non-monetary defaultExcept for any grossly negligent or willful act or omission, the foregoing cure period of thirty (30) days may acting Owner shall not be extended liable or in any way responsible for an additional sixty (60) days (any loss, inconvenience, annoyance or damage resulting to the Defaulting Owner or anyone holding under the Defaulting Owner for a total of up any action taken pursuant to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected11.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the any Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, B Holders provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance“nonrecoverable advance”) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and Holder, the Note B-3 Holder, the Note B-4 Holder or the Note B-5 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan; provided that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or the Trustee from sending notices of the default to the Mortgage Loan Borrower or any related guarantor or making demands on the Mortgage Loan Borrower or any related guarantor or from collecting default interest or late payment charges from the Mortgage Loan Borrower. Notwithstanding anything to the contrary contained in this Section 11(b), (A) a Note B Holder’s right to cure a monetary default or non-monetary default shall be limited to six (6) Cure Events over the life of the Mortgage Loan and (B) no single Cure

Cure Rights. In (a) Notwithstanding any other provision of the event Basic Agreements to the contrary, if prior to a Bankruptcy Event a default referred to in Section 6 of the Loan Agreement which can be remedied by the payment of money shall have occurred, the Junior Lender may, without the consent or concurrence of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist Senior Lender, pay to the Security Trustee (for the account of the Senior Lenders) the portion of the defaulted payment due from Borrower with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder related Senior Loan and all applicable accrued interest thereon (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such including default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereofinterest), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five three (53) Business Days after receipt such default shall have become an Event of Default. Any payment by a Junior Lender pursuant to the immediately preceding sentence shall be deemed solely for the purposes of this Intercreditor Agreement to cure any such Event of Default (including any corresponding Event of Default under the Loan Agreement) which may otherwise have arisen on account of such nonpayment and any declaration that the Senior Loan is due and payable or that an Event of Default exists thereunder, based solely upon such Events of Default, shall be deemed to be rescinded and the Security Trustee shall refrain from exercising remedies related thereto; provided, that the Junior Lender shall not be entitled to exercise any such cure rights with respect to (i) more than four (4) missed payments by the Borrower in the aggregate or (ii) more than two (2) consecutive Payment Dates, in each case, without the consent of the Cure Option NoticeSenior Lender. (b) Upon the making of any such payment or performing any such obligation as provided in Section 5.2(a), the Junior Lender shall, if no other Event of Default exists and 1000356000x0 subject to cure such default (the prior payment to the Senior Lender in full of all Senior Secured Obligations then due and if each payable to the Senior Lenders, be subrogated to all the Senior Lender’s rights in respect of the Note B-1 Holderpayment or the obligation giving rise to such payment or performance, the Note B-2 Holder and the Note B-3 Holder, or any combination right to any interest in respect thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis . (c) No Junior Lender shall have the right to cure such default); provided, any Event of Default except as specified in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property 5.2 or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedin Section 3.4.

Cure Rights. In the event of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loanevent which would constitute a Release Waiver Event under Section 9.3, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give prior to the Note B Holder upon receipt declaration of knowledge thereof)any Release Waiver Event by Agent or Lenders, each Note B Holder Agent or Lenders shall provide written notice (the "Release Waiver Notice") to Borrowers and Guarantor, which written notice shall specifically identify such event, and Borrowers and Guarantor shall have the right, exercisable by each Note B Holder giving written notice of its intent ten (10) business days to cure a default within five (5a) Business Days after receipt of the Cure Option Notice, to cure such default event or (and b) if each the event is such that it is incapable of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, being cured by Borrowers or any combination thereof, provide such noticeGuarantor, then such Note B Holders collectively, on a pro rata basis Borrowers and Guarantor shall have the right to cure such default); providedpay to Agent and Lenders, in cash, an amount (the event a Note B Holder has elected "Cure Payment Amount") equal to cure any defaultthe reasonably estimated amount of the diminution of economic value suffered by the Properties due to such event, such amounts to be determined by mutual agreement of the default must be cured by such Note B Holder within, in Parties within the case of a monetary default, ten (10) Business Days business day period following the delivery of the Release Waiver Notice. If the parties cannot agree on the Cure Payment Amount within the ten (10) business day period following the delivery of the Release Waiver Notice, the Cure Payment Amount shall be established by arbitration before a single neutral arbitrator in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Arbitration"). If the Parties are unable to agree upon the Cure Payment Amount, either party may initiate an Arbitration after receipt the expiration of such the ten (10) business day period specified above. Following the initiation of the Arbitration, the Parties shall agree upon an arbitrator, who may be independent from the American Arbitration Association; if the Parties are unable to agree upon an arbitrator within ten (10) days following the initiation of the Arbitration, either party may submit the matter to the American Arbitration Association, and the Arbitration shall thereafter be conducted by the American Arbitration Association. The Cure Option Notice andPayment Amount shall be paid by Borrowers and Guarantor to Agent in cash on the date thirty (30) days after the Parties have agreed upon the amount of the Cure Payment Amount or, in the case absence of a non-monetary defaultsuch agreement, thirty (30) days after receipt the amount of such the Cure Option NoticePayment Amount has been determined in the Arbitration. If a Note B Holder In the event that the Arbitration is attempting to cure a non-monetary defaultinitiated, the foregoing cure period of Parties shall direct the arbitrator to make its award within thirty (30) days may after submission of the issue to Arbitration, which determination shall be extended for an additional sixty (60) days (for a total of up to ninety (90) days)final, but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted appealable and binding upon the Parties. Failure of the arbitrator to make its award in accordance with this Section, (iii) such non-monetary default is a timely manner shall not divest the result of a bankruptcy arbitrator of the Mortgage Loan Borrower or other insolvency related event, power to make an award. Borrowers and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value Guarantor shall pay all costs of the Mortgage Loan as a result Arbitration, including Agent's reasonable attorneys' fees, unless the arbitrator determines that Agent's estimate of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) Amount was made in bad faith, in which case Agent and each such Cure Payment Lenders shall include pay all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration costs of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedArbitration.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each the Note B Holder shall have the right, exercisable by each the Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a the Note B Holder has elected to cure any default, the default must be cured by such the Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a the Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such the Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such the Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such the Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on any of the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a the Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such the Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of the Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by the Note B Holder pursuant to this Section 11(b) and the cure period has not expired and the Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage

Cure Rights. DOCPROPERTY "DocID" \* MERGEFORMAT 065093/564287 MT MTDOCS 45761290 (a) If the Borrowers fail to maintain the Total Property Debt Service Coverage Ratio as required pursuant to Section 10.02(A)(i), the Borrowers may at their option within 30 days of delivering such Compliance Certificate pursuant to Section 10.03(3) evidencing the breach Total Property Debt Service Coverage Ratio (the “Cure Right”): (i) make an equity injection such that when included in the Property Net Operating Income allows the Borrowers to meet the Total Property Debt Service Coverage Ratio and the Total Property Debt Service Coverage Ratio shall be recalculated with the Property Net Operating Income from such equity injection being included in the Property Net Operating Income for the purposes of the Total Property Debt Service Coverage Ratio test set forth in Section 10.02(A)(i). (b) In the event any monetary default beyond applicable the Borrowers intend to exercise a Cure Right, it shall within 5 days of delivering such Compliance Certificate pursuant to Section 10.03(3) evidencing the breach Total Property Debt Service Coverage Ratio, provide written notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence Lender of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give intention to the Note B Holder upon exercise such Cure Right. Within 10 days of receipt of knowledge thereofsuch notice provided under this Section 10.03(6), each Note B Holder the Lender shall have advise the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of Borrowers if the Cure Option Notice, Borrowers shall be permitted to cure such default (and if each breach of the Note B-1 HolderTotal Property Debt Service Coverage Ratio. (c) If, after giving effect to the foregoing recalculation, the Note B-2 Holder Borrowers shall then be in compliance with the Total Property Debt Service Coverage Ratio, the Borrowers shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply with the covenant, and the Note B-3 Holderapplicable breach or default of such covenant that had occurred shall be deemed cured for the purposes of the Loan Documents. (d) Notwithstanding anything herein to the contrary, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis the Borrowers shall have not be entitled to exercise the right to cure such default); provided, Cure Right in the event any other Default (other than the failure to maintain the requisite Total Property Debt Service Coverage Ratio) has occurred. (e) In the event the Borrowers exercise a Note B Holder has elected Cure Right, any such equity injection shall be deemed to cure any default, be a permanent repayment of the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently Loan and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make made in accordance with this Section, (iii) such non-monetary default is not the result provisions of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedArticle 6 hereof.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (For a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for following delivery of a Delinquency Notice, the Delinquent Member shall have the right to cure its failure to make a required Capital Contribution by contributing to the Company an additional sixty (60) days (for a total of up amount equal to ninety (90) days)all, but only for so long not less than all, of the Delinquent Amount and by paying directly to the Non-Delinquent Member the full amount of any accrued and unpaid interest on any Member Loans made by the Non-Delinquent Member. Amounts contributed by the Delinquent Member to the Company pursuant to this Section 2.4(d) shall be distributed to the Non-Delinquent Member to the extent that the Non-Delinquent Member has made a Member Loan with respect to such Delinquent Amount. If such contributed amounts are used to repay a Member Loan, then the portion of the Member Loan that remains unpaid following such payment shall thereafter be treated as a Capital Contribution by the Non-Delinquent Member, with the result that the amount contributed by the Delinquent Member and the amount treated as a Capital Contribution by the Non-Delinquent Member shall stand in proportion to their respective Percentage Interests. Notwithstanding the foregoing, in no event shall amounts paid as interest by the Delinquent Member to the Non-Delinquent Member pursuant to this Section 2.4(d) be treated as Capital Contributions to the Company and in no event shall the Company or the Non-Delinquent Member have any obligation to repay such amounts to the Delinquent Member. If the Delinquent Member has not fully performed the cure permitted under this Section 2.4(d) by 5:00 p.m., local time in Florida, on the thirtieth (30th) day following delivery of the Delinquency Notice, then (i) such Note B Holder is diligently and expeditiously proceeding to the Delinquent Member’s cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees rights with respect to the Mortgage Loan, but excluding any default interest Delinquent Amount identified in such Delinquency Notice shall expire at such time; and Penalty Charges(ii) related the Delinquent Member’s failure to the default and incurred during the period cure shall be deemed an Event of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDefault hereunder.

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect (a) Notwithstanding anything to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); providedcontrary contained in this Article VIII, in the event a Note B Holder has elected that the Borrowers fail to cure comply with the requirements of Section 7.16 with respect to any defaultMeasurement Period for which such covenant is required to be tested, until the default must be cured by such Note B Holder withinexpiration of the 10th day subsequent to the applicable Covenant Trigger Event (or, in the case of a monetary defaultMeasurement Period ending during the continuance of a Covenant Trigger Event, ten on the 10th day after the financial statements for such Measurement Period are required to be delivered pursuant to Section 6.01) (10with respect to any Measurement Period, the “Cure Expiration Date”), Holdco shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions and to contribute the proceeds thereof to the capital of the Lead Borrower (collectively, the “Cure Right”), and upon contribution by Holdco of such cash in return for common Equity Interests of the Lead Borrower (the “Cure Amount”) Business Days after receipt pursuant to the exercise by the Lead Borrower of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary defaultRight, the foregoing cure period of thirty (30) days may Consolidated Fixed Charge Coverage Ratio under Section 7.16 shall be extended for an additional sixty (60) days (for a total of up recalculated giving effect to ninety (90) days), but only for so long as the following pro forma adjustments: (i) Consolidated EBITDA of the last Quarterly Accounting Period of such Note B Holder Measurement Period shall be increased for such Measurement Period and any subsequent Measurement Period that contains such Quarterly Accounting Period, solely for the purpose of measuring the Consolidated Fixed Charge Coverage Ratio under Section 7.16 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing pro forma adjustments, the Borrowers shall then be in compliance with Section 7.16, the Borrowers shall be deemed to have satisfied the requirements of Section 7.16 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.16 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two Quarterly Accounting Periods with respect to which the Cure Right is diligently and expeditiously proceeding to cure such non-monetary defaultnot exercised, (ii) such Note B Holder makes all there shall be no more than five Cure Payments that it is permitted to make in accordance with Rights exercised during the term of this SectionAgreement, (iii) such non-monetary default is not the result Cure Amount shall be no greater than the amount required for purposes of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance complying with this Section 7.16 and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property all Cure Amounts shall be disregarded for purposes of determining any baskets or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees ratios with respect to the Mortgage Loan, but excluding any default interest and Penalty Chargesother covenants contained in the Loan Documents. (c) related Notwithstanding anything to the default contrary contained in Section 8.01 and incurred Section 8.02, (A) upon contribution of the Cure Amount (and designation thereof) by the Lead Borrower, the requirements of Section 7.16 shall be deemed satisfied and complied with as of the end of the relevant Quarterly Accounting Period with the same effect as though there had been no failure to comply with the requirements of Section 7.16 and any Event of Default under Section 7.16 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.16 (and any other Default as a result thereof) for any such Measurement Period until and unless the Cure Expiration Date with respect to such Measurement Period has occurred without the Cure Amount having been contributed and designated; provided that during the period set forth in this clause (B), an Event of time from the expiration of the grace period Default shall nevertheless be deemed to have occurred and be continuing with respect to Section 7.16 for such default Measurement Period for all other purposes under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDocuments (including restrictions on Borrowings).

Cure Rights. In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each either Note B Holder shall have the right, exercisable by each such Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of both the Note B-1 Holder, Holder and the Note B-2 Holder 47 Amended and the Note B-3 Holder, or any combination thereof, Restated Co-Lender Agreement(San Francisco Centre) provide such notice, then such both Note B Holders collectively, on a pro rata basis basis, shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of one or more of the Mortgage Loan Borrower Borrowers or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on any of the Mortgage Loan BorrowerBorrowers, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.. The right of a Note B Holder to reimbursement of any Cure Payment shall be as set forth in Section 5 and Section 6, as applicable. So long as a default exists that is being cured by a Note B Holder pursuant to this Section 11(b) and the cure period has not expired and such Note B Holder is permitted to cure under the terms of this Section 11(b), the Lead Securitization Note Holder (or the Servicer on its behalf) and the Trustee shall not treat such default as a default or a Triggering Event of Default (i) for purposes of Section 5 or Section 6; (ii) for purposes of accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (iii) for purposes of treating the Mortgage Loan as a Specially Serviced Mortgage Loan; provided that such limitations shall not prevent the Lead Securitization Note Holder (or the Servicer on its behalf) or the Trustee from sending notices of the default to the Mortgage Loan Borrowers or any related guarantor or making demands on the Mortgage Loan Borrowers or any related guarantor or from collecting default interest or late payment charges from the Mortgage Loan Borrowers. Notwithstanding anything to the contrary contained in this Section 11(b), (A) a Note B Holder’s right to cure a monetary default or non-monetary default shall be limited to six (6) Cure Events over the life of the Mortgage Loan and (B) no single Cure Event may exceed four (4) consecutive months. For the avoidance of doubt, it is intended that if

Cure Rights. In Notwithstanding the provisions of Section 9.3 hereof, no Event of Default shall be deemed to exist as long as a Leasehold Mortgagee, in good faith, (i) shall have commenced or caused to be commenced promptly to cure the Event of Default and prosecutes or causes to be prosecuted the same to completion with reasonable diligence and continuity, subject to Unavoidable Delays, which for the purposes of this Section 9.3.1 shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant, or (ii) if possession of the Land or any part thereof is required in order to cure the Event of Default, shall have notified Landlord of its intention to institute foreclosure proceedings to obtain possession directly or. through a receiver, and thereafter within fourteen (14) days after the giving of such Notice (but in no event any monetary default beyond applicable notice earlier then the expiration of the relevant cure period referred to in Section 9.2(b)) commences such foreclosure proceedings, prosecutes such proceedings with reasonable diligence and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect continuity (subject to the Mortgage Loan, thenUnavoidable Delays) and, upon notice from obtaining such possession, commences promptly to Cure the Lead Securitization Note Holder Event of Default and prosecutes the same to completion with reasonable diligence and continuity (subject to Unavoidable Delays); provided that the Leasehold Mortgagee shall have delivered to Landlord, in writing, its Notice of intent to take the action described in clause (i) or (ii) herein. However, at any time after the Servicer on its behalf) (a “Cure Option Notice”) delivery of the occurrence aforementioned Notice, the Leasehold Mortgagee may notify Landlord, in writing, that it has relinquished possession of the Land or that it will not institute foreclosure proceedings or, if such default beyond applicable notice proceedings have been commenced, that it has discontinued them, and grace periods (which notice in such event, the Lead Securitization Note Holder (or Leasehold Mortgagee shall have no further liability under such agreement from and after the Servicer on its behalf) shall promptly give date it delivers such Notice to the Note B Holder upon receipt of knowledge thereof)Landlord, each Note B Holder and thereupon Landlord shall have the rightunrestricted right to terminate this Lease and to take any other action it deems appropriate by reason of any Event of Default by Tenant, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure and upon any such default (and if each of the Note B-1 Holdertermination, the Note B-2 Holder and provisions of Section 9.4 shall apply. Anything contained in this Section 9.3.1 to the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any defaultcontrary notwithstanding, the default must be cured by such Note B Holder within, provisions of this Section 9.3.1. shall not apply in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default Leasehold Mortgagee which is not an Institutional Lender unless such Leasehold Mortgagee shall provide Landlord with security for the result of a bankruptcy performance of the Mortgage Loan Borrower or other insolvency related eventassumed obligation in amount and form reasonably satisfactory to Landlord, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder Leasehold Mortgagee is otherwise permitted taking the required action to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value Event of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDefault.

Cure Rights. In the event the Loan Parties fail to comply with one or more of the financial covenants set forth in this Section 8.14 such financial covenants referred to as the “Breached Financial Covenants”) as of the last day of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage LoanFiscal Quarter (each, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option NoticeQuarter”) ): any Unrestricted Cash on the balance sheet of the occurrence Loan Parties may, after the last day of such default beyond applicable notice Fiscal Quarter and grace periods (which notice the Lead Securitization Note Holder (on or the Servicer on its behalf) shall promptly give prior to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, day that is ten (10) Business Days after receipt the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing), at the irrevocable election of the BVI Borrower, be applied (each such application a “Cash Cure”) to prepay the Loans in an amount not exceed the amount required to cause the Loan Parties to be in compliance with such Breached Financial Covenant(s) and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice andQuarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; or the proceeds of any Equity Interests (other than Disqualified Interests) issued by BVI Borrower after the last day of such Fiscal Quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing) (any such issuance, an “Equity Cure”) shall, at the irrevocable election of the BVI Borrower, be deemed to increase (each such deemed increase, and “Equity Cure”; all Cash Cures and Equity Cures, together, “Cures” and each, individually, a “Cure”) Consolidated EBITDA in an amount not exceed the case amount required to cause the Loan Parties to be in in compliance with such Breached Financial Covenant(s) and in any event not to exceed 20% of a non-monetary default, thirty Consolidated EBITDA as calculated for the applicable Reference Period (30the “Equity Cure Amount”) days after receipt and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice. If a Note B Holder Quarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; provided that (I) notice of the Borrowers’ intent to effect any Cure shall be delivered by the BVI Borrower no later than the later of the day on which financial statements are required to be or are actually delivered for the applicable Fiscal Quarter, (I) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Cure is attempting to cure a non-monetary default, the foregoing cure period of thirty made (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) daysand in no event in two consecutive Fiscal Quarters), but only for so long as (iIII) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, there shall be no more than four (ii4) such Note B Holder makes all Cure Payments that it is permitted to make Cures made in accordance with this Section, the aggregate (iii) such non-monetary default is not the result of a bankruptcy counting multiple Cures made in respect of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs same Cure Quarter as a single Cure for purposes of such calculation) during the period that beginning after the Closing Date and ending on the Maturity Date, and (IV) if any Equity Cure Amount is used by Borrowers to prepay Loans, such Note B Holder is otherwise permitted prepayment shall be disregarded for the purposes of determining compliance with the Breached Financial Covenants at the end of the applicable Cure Quarter. Upon the Administrative Agent’s receipt of notice from the BVI Borrower of its intent to cure a non-monetary default in accordance with make effect any Cure pursuant to this Section 8.14(c) no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, then, until the day that is ten (10) Business Days after such date (or such longer period as the Required Lenders may reasonably agree to in writing), neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and (iv) there is no material adverse effect neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the Mortgage Loan Borrower, the Mortgaged Property basis of an Event of Default having occurred and being continuing under Sections 8.14(a) or the value (b) in respect of the Mortgage Loan as a result period ending on the last day of such non-monetary default or Fiscal Quarter; provided that in no event shall the attempted cure thereof. If a Note B Holder elects Lenders have any obligation to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and fund any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedmade.

Cure Rights. (i) In the event the Loan Parties fail to comply with one or more of the financial covenants set forth in this Section 8.14 such financial covenants referred to as the “Breached Financial Covenants”) as of the last day of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage LoanFiscal Quarter (each, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option NoticeQuarter”): (A) any Unrestricted Cash on the balance sheet of the occurrence Loan Parties may, after the last day of such default beyond applicable notice Fiscal Quarter and grace periods (which notice the Lead Securitization Note Holder (on or the Servicer on its behalf) shall promptly give prior to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, day that is ten (10) Business Days after receipt the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing), at the irrevocable election of the BVI Borrower, be applied (each such application a “Cash Cure”) to prepay the Loans in an amount not exceed the amount required to cause the Loan Parties to be in compliance with such Breached Financial Covenant(s) and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice and, Quarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the case Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; or (B) the proceeds of a non-monetary default, thirty any Equity Interests (30other than Disqualified Interests) days issued by BVI Borrower after receipt the last day of such Cure Option Notice. If a Note B Holder Fiscal Quarter and on or prior to the day that is attempting ten (10) Business Days after the day on which financial statements are required to cure a non-monetary defaultbe delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing) (any such issuance, an “Equity Cure”) shall, at the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy irrevocable election of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan BVI Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects be deemed to cure a default that can be cured by the payment of money increase (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penaltiesdeemed increase, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, “Equity Cure”; all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.Cash Cures and

Cure Rights. In (a) Notwithstanding anything to the contrary contained in this Article VIII, in the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist that the Borrowers fail to comply with the requirements of Section 7.16 with respect to any Measurement Period for which such covenant is required to be tested, until the Mortgage Loan, then, upon notice from expiration of the Lead Securitization Note Holder 10th day subsequent to the later of (x) the first day of the applicable Covenant Trigger Event or (y) the Servicer on its behalfdate the certificate calculating the Consolidated Fixed Charge Coverage Ratio for such Measurement Period is required to be delivered pursuant to Section 6.01(b) (a the “Cure Option NoticeExpiration Date”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis Holdco shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any defaultissue Permitted Cure Securities for cash or otherwise receive cash contributions (collectively, the default must be cured “Cure Right”), and upon receipt by Holdco of such Note B Holder within, cash in return for its Permitted Cure Securities and the case contribution of such proceeds to a monetary default, ten Borrower (10the “Cure Amount”) Business Days after receipt pursuant to the exercise by Holdco of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary defaultRight, the foregoing cure period of thirty (30) days may Consolidated Fixed Charge Coverage Ratio under Section 7.16 shall be extended for an additional sixty (60) days (for a total of up recalculated giving effect to ninety (90) days), but only for so long as the following pro forma adjustments: (i) Consolidated EBITDA of the last Quarterly Accounting Period of such Note B Holder Measurement Period shall be increased for such Measurement Period and any subsequent Measurement Period that contains such Quarterly Accounting Period, solely for the purpose of measuring the Consolidated Fixed Charge Coverage Ratio under Section 7.16 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing pro forma adjustments, the Borrowers shall then be in compliance with Section 7.16, the Borrowers shall be deemed to have satisfied the requirements of Section 7.16 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.16 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two Quarterly Accounting Periods with respect to which the Cure Right is diligently and expeditiously proceeding to cure such non-monetary defaultnot exercised, (ii) such Note B Holder makes all there shall be no more than five Cure Payments that it is permitted to make in accordance with Rights exercised during the term of this SectionAgreement, (iii) such non-monetary default is not the result Cure Amount shall be no greater than the amount required for purposes of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance complying with this Section 7.16 and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property all Cure Amounts shall be disregarded for purposes of determining any baskets or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees ratios with respect to the Mortgage Loan, but excluding any default interest and Penalty Chargesother covenants contained in the Loan Documents. (c) related Notwithstanding anything to the default contrary contained in Section 8.01 and incurred Section 8.02, (A) upon receipt of the Cure Amount (and designation thereof) by Holdco, the requirements of Section 7.16 shall be deemed satisfied and complied with as of the end of the relevant Quarterly Accounting Period with the same effect as though there had been no failure to comply with the requirements of Section 7.16 and any Event of Default under Section 7.16 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.16 (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been contributed and designated; provided that during the period set forth in this clause (B), an Event of time from the expiration of the grace period Default shall nevertheless be deemed to have occurred and be continuing for such default all other purposes under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedDocuments (including restrictions on Borrowings).

Cure Rights. (i) In the event the Loan Parties fail to comply with one or more of the financial covenants set forth in this Section 8.14 such financial covenants referred to as the “Breached Financial Covenants”) as of the last day of any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage LoanFiscal Quarter (each, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option NoticeQuarter”): (A) any Unrestricted Cash on the balance sheet of the occurrence Loan Parties may, after the last day of such default beyond applicable notice Fiscal Quarter and grace periods (which notice the Lead Securitization Note Holder (on or the Servicer on its behalf) shall promptly give prior to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, day that is ten (10) Business Days after receipt the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing), at the irrevocable election of the BVI Borrower, be applied (each such application a “Cash Cure”) to prepay the Loans in an amount not exceed the amount required to cause the Loan Parties to be in compliance with such Breached Financial Covenant(s) and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice andQuarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; or (B) the proceeds of any Equity Interests (other than Disqualified Interests) issued by BVI Borrower after the last day of such Fiscal Quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or such longer period as the Required Lenders may reasonably agree to in writing) (any such issuance, an “Equity Cure”) shall, at the irrevocable election of the BVI Borrower, be deemed to increase (each such deemed increase, and “Equity Cure”; all Cash Cures and Equity Cures, together, “Cures” and each, individually, a “Cure”) Consolidated EBITDA in an amount not exceed the case amount required to cause the Loan Parties to be in in compliance with such Breached Financial Covenant(s) and in any event not to exceed 20% of a non-monetary default, thirty Consolidated EBITDA as calculated for the applicable Reference Period (30the “Equity Cure Amount”) days after receipt and solely for the purposes of determining compliance with (A) each such Breached Financial Covenant set forth in this Section 8.14 at the end of such Cure Option Notice. If a Note B Holder Quarter and any subsequent period that includes such Cure Quarter and (B) any other financial covenant set forth in this Section 8.14 that the Loan Parties fail to comply with in any subsequent period that includes such Cure Quarter; provided that (I) notice of the Borrowers’ intent to effect any Cure shall be delivered by the BVI Borrower no later than the later of the day on which financial statements are required to be or are actually delivered for the applicable Fiscal Quarter, (I) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Cure is attempting to cure a non-monetary default, the foregoing cure period of thirty made (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) daysand in no event in two consecutive Fiscal Quarters), but only (III) there shall be no more than four (4) Cures made in the aggregate (counting multiple Cures made in respect of the same Cure Quarter as a single Cure for so long as purposes of such calculation) during the period beginning after the Closing Date and ending on the Maturity Date, and (iIV) if any Equity Cure Amount is used by Borrowers to prepay Loans, such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, prepayment shall be disregarded for the purposes of determining compliance with the Breached Financial Covenants at the end of the applicable Cure Quarter. (ii) such Note B Holder makes all Cure Payments that it is permitted Upon the Administrative Agent’s receipt of notice from the BVI Borrower of its intent to make effect any Cure pursuant to this Section 8.14(c) no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, then, until the day that is ten (10) Business Days after such date (or such longer period as the Required Lenders may reasonably agree to in accordance with this Sectionwriting), (iii) such non-monetary default is not neither the result of a bankruptcy Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Mortgage Loan Borrower Collateral solely on the basis of an Event of Default having occurred and being continuing under Sections 8.14(a) or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during (b) in respect of the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect ending on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result last day of such non-monetary default or Fiscal Quarter; provided that in no event shall the attempted cure thereof. If a Note B Holder elects Lenders have any obligation to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and fund any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effectedmade.