Common use of Limitations Upon the Rights of BNPPLC Clause in Contracts

Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement: (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would: (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof); (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement; (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision); (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or (e) extend the Term of the Lease. Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event. However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A). (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance. (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC. (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement. (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant. (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC. (7) In the event LRC (a) fails to make any Supplemental Payment when required to do so pursuant to the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property. Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement: (1) Unless BNPPLC and all Participants agree in writing, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would: (a) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, any extension of the Designated Sale Date, or any modification of the definition thereof); (b) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement; (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision); (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or (e) extend the Term of the Lease. Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event. However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A). (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance. (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC. (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement. (5) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a Majority, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant. (6) BNPPLC will be entitled to, and BNPPLC must comply with any direction of a Majority or any Majority Stakeholder to, do any of the following when a Critical Event or an Event of Default has occurred and is continuing: (a) send any default notice to LRC required to establish an Event of Default; (b) exercise any one or more Critical Remedies, as then permitted under the circumstances by the Operative Documents; or (c) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal of any court to uphold or enforce rights or remedies that BNPPLC is directed to exercise. In no event will any Participant instigate any suit or other action directly against LRC with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC. (7) In the event LRC (a) (a) fails to make any 97-10/Prepayment when required to do so by the Construction Agreement or fails to make any Supplemental Payment when required to do so pursuant to by the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement,, then BNPPLC will be entitled to, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property. Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of an Anticipated Advance or a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A) until such failure is corrected.

Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement: (1) Unless BNPPLC and will not: (a) without the prior written consent of all Participants agree in writingParticipants, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would: : (a1) increase the Maximum Construction Allowance under the Operative Documents and thereby increase the amounts the Participants may be required to pay to BNPPLC hereunder; (2) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, including any extension of the Designated Sale Date, ); or any modification of the definition thereof); (b3) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material a substantial part of the Property or in any collateral pledged pursuant to the Pledge Agreement; (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision); (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative DocumentsProperty; or (eb) extend over the Term written objection of the Lease. Subject a Majority, affirmatively make a Decision Not to Sell at a Loss pursuant to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical EventPurchase Agreement. However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC NAI to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A). Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI; subject to the conditions, however, that: (A) the waiver, modification or amendment is not prohibited by the foregoing provisions of this Agreement, (B) the waiver, modification or amendment does not (1) increase the amount BNPPLC may be required to pay to NAI or anyone else, or (2) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (3) release BNPPLC’s interest in all or a substantial part of the Property; and (C) BNPPLC is not excused from executing the waiver, modification or amendment by subparagraph 6(C). (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance. (3) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC. (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement. (53) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a MajorityDallas, Texas, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant. (6) . BNPPLC will be entitled to, attempt in good faith and BNPPLC must with reasonable diligence to comply with any the direction of a Majority or any Majority Stakeholder toif, do any of the following when a Critical Event or an Event of Default has have occurred and is be continuing, a Majority directs BNPPLC in writing to do the following, as applicable under the circumstances: (a) send any default notice to LRC NAI required to establish an Event of Default; , or (b) exercise any one or more Critical Remedies. However, as then permitted under if BNPPLC is not a member of the circumstances by the Operative Documents; or (cMajority voting pursuant to this subparagraph 6(A)(3) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal in favor of any court such action, then BNPPLC may require that it first receive the written agreement (in form reasonably acceptable to uphold BNPPLC) of the members of the Majority so voting to indemnify BNPPLC from and against all costs, liabilities and claims that may be incurred by or enforce rights or remedies that asserted against BNPPLC is directed because of the action the Majority directs BNPPLC to exercisetake. In no event will any Participant instigate any suit or other action directly against LRC NAI with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRCNAI. (74) In the event LRC NAI (a) fails to make any 97-10/Prepayment required pursuant to Paragraph 9 of the Construction Agreement following a termination of the Supplemental Payment Obligation pursuant to subparagraph 6(B) of the Purchase Agreement, or (b) fails to make any Supplemental Payment when required to do so pursuant to the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement, then BNPPLC will be entitled tomust, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC NAI to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC NAI by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC NAI in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will (i) endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or will obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property. Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A6(A)(3) until such failure is corrected.

Limitations Upon the Rights of BNPPLC. Subject to subparagraph 6(C), but notwithstanding anything else to the contrary in this Agreement: (1i) Unless BNPPLC and will not: A without the prior written consent of all Participants agree in writingParticipants, BNPPLC shall not execute any waiver, modification or amendment of the Operative Documents that would: : (a1) increase the Maximum Construction Allowance under the Operative Documents and thereby increase the amounts the Participants may be required to pay to BNPPLC hereunder; (2) reduce or postpone (or reasonably be expected to reduce or postpone) any payments that any Participant would, but for such modification or amendment, be expected to receive from BNPPLC hereunder or reduce or postpone (or reasonably be expected to reduce or postpone) any Distributable Payment that BNPPLC would, but for such modification or amendment, be expected to receive (including, in each case, including any extension of the Designated Sale Date, ); or any modification of the definition thereof); (b3) except as otherwise expressly contemplated in the Operative Documents, release BNPPLC’s interest in all or any material a substantial part of the Property Property; or in any collateral pledged B over the written objection of a Majority, affirmatively make a Decision Not to Sell at a Loss pursuant to the Pledge Purchase Agreement; (c) modify the definitions of “Event of Default” under and as used in the Operative Documents (provided, however, that a waiver of any particular Event of Default permitted or required under the other provisions of this subparagraph 6(A) will not be considered a modification of the definition of Event of Default in violation of this provision); (d) reduce the scope and coverage of the indemnities provided for the benefit of Participants in the Operative Documents; or (e) extend the Term of the Lease. Subject to the preceding sentence, unless a Majority agrees in writing, BNPPLC shall not execute or grant any waiver, modification or amendment that would excuse a Default that constitutes or has caused a Critical Event. However, this subparagraph 6(A)(1) will not limit BNPPLC’s right to forebear from exercising rights against LRC NAI to the extent BNPPLC determines in good faith that such forbearance is appropriate and is permitted by the following subsections in this subparagraph 6(A). Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI; subject to the conditions, however, that: (A) the waiver, modification or amendment is not prohibited by the forgoing provisions of this Agreement, (B) the waiver, modification or amendment does not (1) increase the amount BNPPLC may be required to pay to NAI or anyone else, or (2) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (3) release BNPPLC’s interest in all or a substantial part of the Property; and (C) BNPPLC is not excused from executing the waiver, modification or amendment by subparagraph 6(C). (2) Further, if LRC exercises LRC’s Initial Remarketing Rights as provided in the Purchase Agreement, but the price tendered to BNPPLC by an Applicable Purchaser on the Designated Sale Date is less than the difference computed by subtracting the Supplemental Payment paid to BNPPLC on the Designated Sale Date (if any) from the Break Even Price (as defined in the Purchase Agreement), then BNPPLC will not complete the sale of the Property to the Applicable Purchaser without the approval of a Majority. In other words, in that event, BNPPLC will make a Decision Not to Sell at a Loss unless a Majority has approved a sale of the Property to the Applicable Purchaser at a net price below the amount needed to recover the Lease Balance. (3ii) BNPPLC will, with reasonable promptness, provide the Participants with copies of all default notices it sends or receives under the Operative Documents and notify the Participants of any Event of Default under the Lease or Critical Event of which BNPPLC is actually aware and of any other matters known to BNPPLC which, in BNPPLC’s reasonable judgment, are likely to materially affect the payments any Participant will be required to make or be entitled to receive under this Agreement, but BNPPLC will not in any event be liable to any Participant for BNPPLC’s failure to do so unless such failure constitutes gross negligence or wilful misconduct on the part of BNPPLC. (4) Upon the direction of the Majority, BNPPLC will execute any waiver, modification or amendment of the Operative Documents requested by NAI or presented by BNPPLC to Participants for their consideration; subject to the conditions, however, that: (i) BNPPLC’s execution of the waiver, modification or amendment is not prohibited or excused by subparagraph 6(A)(1); and (ii) the waiver, modification or amendment does not (x) increase the amount BNPPLC may be required to pay to LRC or anyone else, or (y) reduce or postpone (and cannot reasonably be expected to reduce or postpone) any payments that BNPPLC would, but for such modification or amendment, be expected to receive, or (z) release BNPPLC’s interest in all or any material part of the Property or in any collateral pledged pursuant to the Pledge Agreement. (5iii) Before exercising any Critical Remedy, or if requested in writing by any Participant at any time when an Event of Default or a Critical Event has occurred and is continuing, BNPPLC will call a meeting with the Participants to discuss what action by BNPPLC, if any, is appropriate under the Operative Documents and what direction, if any, a Majority may give to BNPPLC. The meeting will be scheduled during regular business hours in the offices of BNPPLC’s Parent in Dallas, Texas, or another appropriate location in the continental United States designated by a MajorityDallas, Texas, not earlier than five and not later than twenty Business Days after BNPPLC’s receipt of the written request from any Participant. (6) . BNPPLC will be entitled to, attempt in good faith and BNPPLC must with reasonable diligence to comply with any the direction of a Majority or any Majority Stakeholder toif, do any of the following when a Critical Event or an Event of Default has have occurred and is be continuing, a Majority directs BNPPLC in writing to do the following, as applicable under the circumstances: (a) send any default notice to LRC NAI required to establish before a Critical Event can become an Event of Default; , or (b) exercise any one or more Critical Remedies. However, as then permitted under if BNPPLC is not a member of the circumstances by the Operative Documents; or (cMajority voting pursuant to this subparagraph 6(A)(3) exercise BNPPLC’s rights (to the extent then permitted by the Operative Documents) to apply any Escrowed Proceeds then held by BNPPLC as a Qualified Prepayment. BNPPLC will not, however, be liable if it is unable, despite a good faith effort and reasonable diligence on its part, to carry out such directions of a Majority or a Major Stakeholder for reasons beyond BNPPLC’s control, including any refusal in favor of any court such action, then BNPPLC may require that it first receive the written agreement (in form reasonably acceptable to uphold BNPPLC) of the members of the Majority so voting to indemnify BNPPLC from and against all costs, liabilities and claims that may be incurred by or enforce rights or remedies that asserted against BNPPLC is directed because of the action the Majority directs BNPPLC to exercisetake. In no event will any Participant instigate any suit or other action directly against LRC NAI with respect to the Operative Documents or the Property, even if the Participant would, but for this Agreement, be entitled to do so as a party or third party beneficiary under the Operative Documents or otherwise; provided, however, this provision will not preclude any action by any Participant to enforce any right assigned to it by BNPPLC as described in subparagraph 2(B) to collect any Bank Specific Charge from LRC. (7iv) In the event LRC NAI (a) fails to make any 97-10/Prepayment required pursuant to Paragraph 9 of the Construction Management Agreement following a termination of the Supplemental Payment Obligation pursuant to subparagraph 5(B) of the Purchase Agreement, or (b) fails to make any Supplemental Payment when required to do so pursuant to the Purchase Agreement, or (b) fails to purchase BNPPLC’s interest in the Property on any date a purchase is required by subparagraph 3(A) of the Purchase Agreement, then BNPPLC will be entitled tomust, and BNPPLC must (unless all the Participants otherwise agree in writing), bring suit against LRC NAI to enforce the Operative Documents in such form as is recommended by reputable counsel no later than sixty days after the expiration of any applicable cure or grace period given LRC NAI by the express terms of the Purchase Agreement or other Operative Documents, and thereafter BNPPLC must prosecute the suit with reasonable diligence in accordance with the advice of reputable counsel. If BNPPLC acquires the interests of LRC NAI in any of the Property as a result of such suit or otherwise, BNPPLC will thereafter proceed with reasonable diligence to sell the Property in a commercially reasonable manner to one or more bona fide third party purchasers and will in any event have consummated the sale of the entire Property (through a single sale of the entire property or a series of sales of parts) within five years following the date BNPPLC recovers possession of the Property at the best price or prices BNPPLC believes are reasonably attainable within such time. Further, after the Designated Sale Date and prior to BNPPLC’s sale of the entire Property, BNPPLC will retain a property management company experienced in the area where the Property is located to manage the operation of the Property and pursue the leasing of any completed improvements which are part of the Property. BNPPLC will not retain an Affiliate of BNPPLC to act as the property manager except under a bona fide, arms-length management contract containing commercially reasonable terms. Further, after the Designated Sale Date and until BNPPLC sells the Property, BNPPLC will (i) endeavor in good faith to do the following, consistent with any directions reasonably given by the Majority: (i) maintain, or will obtain the agreement of one or more tenants to maintain, the Property in good order and repair, (ii) procure and maintain casualty insurance against risks customarily insured against by owners of comparable properties, in amounts sufficient to eliminate the effects of coinsurance, (iii) keep and allow the Participants to review accurate books and records covering the operation of the Property, and (iv) pay prior to delinquency all taxes and assessments lawfully levied against the Property. Notwithstanding the foregoing, any Participants that have failed to fund any amount due hereunder, including any Percentage of a Protective Advance, and that have not corrected such failure within five Business Days after being notified thereof, will have no voting or consent rights under this subparagraph 6(A) and no rights to require BNPPLC to call a meeting or to take any action pursuant to this subparagraph 6(A6(A)(3) until such failure is corrected.