Common use of Modifications, Amendments, Etc Clause in Contracts

Modifications, Amendments, Etc. Lender shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.

Modifications, Amendments, Etc. Senior Lender shall have the right without the consent of Subordinated Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided Documents; provided, that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Junior Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to modification of the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no all conditions Senior Lender shall obtain Junior Lender’s consent to a Senior Loan Modification with respect to clause (i) (with respect to increase increasing the principal amount of the Senior Loan only), or ) and clause (viii) be modified without the written consent of Subordinated Lenderx). In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 27(a), any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). Subject only to the foregoing provisions of this Section 7(a) and notwithstanding anything to the contrary in the Senior Loan Documents or in the Junior Loan Documents, including without limitation, the Senior Security Instrument, the Junior Security Instrument, the Senior Note and the Junior Note, no party, including Senior Lender, Borrower or any other party, shall be required to obtain the consent of Junior Lender in connection with any Senior Loan Modification of the Senior Loan or the Senior Loan Documents. Junior Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of the Junior Loan or the Junior Loan Documents; provided, that no such Junior Loan Modification shall (i) increase the interest rate or principal amount of the Junior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Junior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Junior Loan (except that Junior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Junior Loan Documents), (iv) convert or exchange the Junior Loan into or for any other indebtedness or subordinate any of the Junior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Premises, (vi) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Junior Loan, (vii) cross default the Junior Loan with any other indebtedness, (viii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), or (ix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Junior Lender be obligated to obtain Senior Lender’s consent to a modification or amendment to the Junior Loan Documents in the case of a work-out or other surrender, compromise, release, renewal, or modification of the Junior Loan if an Event of Default has occurred and is continuing under the Junior Loan Documents, except that under all conditions Junior Lender shall obtain Senior Lender’s consent to a Junior Loan Modification with respect to clause (i) (with respect to increasing the principal amount of the Junior Loan only), clause (ii), clause (iii) (with respect to shortening the scheduled maturity date of the Junior Loan only), clause (iv), clause (viii) and clause (ix). In addition and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Junior Lender under the Junior Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Junior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 7(b). Senior Lender shall deliver to Junior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. Junior Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Junior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Junior Lender) within a reasonable time after any of such applicable instruments have been executed by Junior Lender. Junior Lender acknowledges that the subordination of the Junior Loan Documents to the Senior Loan Documents shall in no way be limited, diminished, impaired or otherwise affected by an amendment or modification to the Senior Loan Documents.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated or prior notice to Mezzanine Lender in each instance to enter into or grant any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, that the prior written consent of Mezzanine Lender shall be required for any Senior Loan Modification that has the effect of (i) causing the principal amount of the Senior Loan to be in excess of the Senior Loan Cap or (ii) extending the maturity date of the Senior Loan beyond June 30, 2023. Additionally, Senior Lender may, in its sole and absolute discretion, without Mezzanine Lender’s consent, (A) waive or refrain from declaring or enforcing any Senior Event of Default or any other provision of the Senior Loan Documents or (B) grant forbearances and extensions for performance, waivers of covenants, and consents, or otherwise diminish any Senior Debtor’s or any Common Guarantor’s obligations thereunder, in each such case, in such manner and order, and on such terms and conditions, as Senior Lender sees fit in its sole and absolute discretion, and Senior Lender’s elections as aforesaid or its course of conduct in connection therewith shall not be deemed to give rise to any claim or cause of action by Mezzanine Lender against Senior Lender. Any amounts funded by Senior Lender under the Senior Loan Documents as a result of (X) the making of any Protective Advances or other advances by Senior Lender or (Y) interest accruals or accretions and any compounding thereof (including default interest), pursuant to the existing terms of the Senior Loan Documents or any Senior Loan Modification made in accordance with this Agreement, shall, for the avoidance of doubt and without any implications to the contrary, constitute Senior Loan Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the implementation of provisions in the Senior Loan Documents which in accordance with their express terms become effective automatically upon an Event of Default under the Senior Loan Documents or following the maturity or acceleration of the Senior Loan (including, without limitation, provisions providing for the accrual of interest at the default rate specified in the Senior Loan Documents, the change in the underlying index with respect to which interest is calculated or the imposition of any premium or fee; provisions upon which certain approval rights of Senior Lender become effective; or provisions under which changes in the priorities applicable under cash management arrangements take effect, in each case while an Event of Default under the Senior Loan Documents exists) shall not be deemed for any purpose of this Agreement to be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Agreement. In addition, in no event shall the exercise by Senior Lender of any right of setoff that is available to it under the Senior Loan Agreement be obligated deemed for any purpose of this Agreement to obtain Subordinated Lender’s consent be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Agreement. Notwithstanding any provision of the Mezzanine Loan Documents to the contrary, Mezzanine Lender agrees that neither a Senior Loan Modification in or an Enforcement Action permitted hereunder shall give rise to a default under the case Mezzanine Loan Documents, and Mezzanine Lender shall not notice or otherwise declare a default under the Mezzanine Loan Documents on the basis of a work-out any such permitted Senior Loan Modification or other surrenderEnforcement Action. (b) Mezzanine Lender shall not enter into any amendment, compromisedeferral, releaseextension, modification, renewal, replacement, consolidation, supplement or indulgence relating to waiver (collectively, a “Mezzanine Loan Modification”) of the Mezzanine Loan during or the existence of an Event of Default (as defined in Mezzanine Loan Documents unless the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the prior written consent of Subordinated Senior Lender has been obtained unless such amendment, deferral, extension, modification, renewal, replacement, consolidation, supplement or waiver is for the purpose of correcting scrivener’s errors or correct mutual mistakes or that are for administerial or procedural convenience and in each case could not reasonably be expected to have an adverse effect on the Senior Lender. In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 26(b), any amounts funded by the Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Lender, Mezzanine Lender or (B) interest accruals or accretions and any compounding thereof (including default interest), pursuant to the existing terms of the Mezzanine Loan Documents or any Mezzanine Loan Modification made in accordance with this Agreement. (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including any side letter and/or any material written waivers or consents entered into, executed or delivered by Senior Lender, but not any fee letter or derivative contract that is exclusively between any Senior Debtor and Senior Lender or its Affiliates) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. Notwithstanding the foregoing, in no event shall Senior Lender be deemed required to contravene this Section 2deliver to Mezzanine Lenders copies of consents with respect to leases, budgets, insurance policies, contracts relating to the Senior Collateral or other consents granted in the ordinary course of the administration of the Senior Loan that do not materially increase the obligations of any Senior Debtor. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including any side letters, material written waivers or consents entered into, executed or delivered by Mezzanine Lender) within a reasonable time after any of such applicable instruments have been executed by Mezzanine Lender.

Modifications, Amendments, Etc. (a) Lender shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2. (b) Subordinated Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated Loan Modification”) of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan Modification shall (i) increase the interest rate or principal amount of the Subordinated Loan, (ii) increase in any other material respect any monetary obligations of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled maturity date of the Subordinated Loan (except that Subordinated Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan into or for any other indebtedness or subordinate the Subordinated Loan to any indebtedness of Borrower, (v) provide for any additional contingent interest, additional interest or so called “kicker” measured on the basis of the cash flow or appreciation of the Project (or other similar equity participation), (vi) amend or modify the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect interest in Borrower, (vii) modify or amend the terms and provision of any Subordinated Loan Document with respect to the manner, timing or method of the application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan with any other indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a work out or other surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) be modified without the written consent of the Lender. In addition and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the Subordinated Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Subordinated Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 6(b). (c) Lender shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have been executed by Lender. (d) Subordinated Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of such applicable instruments have been executed by Subordinated Lender.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (but not including any splitting of the Senior Note or Senior Loan, as applicable, pursuant to Section 9.1 of the Senior Loan Agreement, which shall be governed by Sections 15(i), 15(k) and 15(m) hereof) (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents Documents, provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except as permitted pursuant to and in accordance with Sections 15(i), 15(k) and 15(m) hereof and except for increases in principal to cover Protective Advances, (ii) increase in any other material respect any monetary obligations of any Borrower Party under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Lender may permit Borrower other than by acceleration), or extend the scheduled maturity date by more than three (3) months (other than pursuant to exercise any an extension options in accordance with option scheduled pursuant to the terms and provisions of the Senior Loan DocumentsDocuments as of the date hereof), (iv) convert or exchange the Senior Loan into or for any equity interest or other indebtedness of any Borrower Party or subordinate any of the Loan to any indebtedness of BorrowerBroad Affiliate thereof, (v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in the any Borrower Party or the ProjectPremises or governing Borrower’s right to replace Manager, (vi) cross waive, modify or amend the terms and provisions of the Senior Loan Agreement or the Cash Management Agreement or any other provisions of the Senior Loan Documents regarding cash management and (including, without limitation, credit card and tenant direction letters) with respect to the manner, timing, priority, amounts, sequence of distribution or method of the application of Rents or other payments, under the Senior Loan Documents, (vii) cross-default the Senior Loan with or subordinate the Senior Loan to any other indebtedness, or cross-collateralize the security for the Senior Loan with any other indebtedness, (viiviii) obtain modify or amend the definitions of “Capital Expenditures”, “Cash Trap Event”, “Cash Trap Event Cure”, “Cash Trap Event Period”, “Debt Service Coverage Ratio”, “Debt Yield”, “Deemed Approved Annual Budget”, “Excess Cash Flow”, “Gross Income From Operations”, “Mezzanine Debt Service”, “Net Operating Income”, “Operating Expenses”, “Threshold Amount”, “Yield Maintenance Premium” and “Yield Maintenance Default Premium” (as such terms are defined in the Senior Loan Agreement) and any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow terms used within such definitions or appreciation the covenants relating thereto, in effect as of the Projectdate hereof, (or other similar equity participationix) subject to Sections 15(i), or (viii15(k) and 15(m), extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge or impose any new prepayment fee, premium or yield maintenance charge, (x) release its lien on any portion of the Premises, the Leases and Rents or any other material portion of the collateral originally granted under the Senior Loan Documents (except as may be required or permitted in accordance with the terms of the Senior Loan Documents as of the date hereof in exchange for prepayment in full in cash of the Senior Loan, or in part, in connection with the release of an individual Premises or portions thereof) (it being understood that nothing herein shall prohibit or be construed to prohibit the release of any guarantor under the Guaranty delivered with respect to the Senior Loan pursuant to and in accordance with the terms of the Senior Loan Agreement and otherwise permitted without the consent of any Junior Lender pursuant to clause (xvi) hereof), (xi) provide for any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), (xii) impose any financial covenants on any Borrower Party or Guarantor under any Senior Loan Document (or if such covenants exist, impose more restrictive financial covenants on such Borrower Party or such Guarantor), (xiii) modify or amend any default provision (other than waivers of defaults), including by way of shortening any notice and cure periods provided in the Senior Loan Documents, (xiv) modify, amend or waive any insurance requirements (including any deductibles, limits, qualifications of insurers, terrorism insurance requirements or environmental insurance requirements), (xv) impose any new or additional fees not provided for in the Senior Loan Documents as of the date hereof, (xvi) release or modify the scope of the liability of any guarantor under the Guaranty and Environmental Indemnity delivered with respect to the Senior Loan except pursuant to and in accordance with the terms of the Senior Loan Agreement and acceptance of a guaranty from one or more replacement guarantors in accordance therewith, (xvii) modify, amend or waive any terms or provisions relating to property releases, Release Amounts (as defined in the Senior Loan Agreement) or any related defined terms, (xviii) amend, waive or modify the terms and provisions relating to the Reserve Funds or impose any new reserve requirements, or (xix) modify, amend or waive any obligation or liability of the Guarantor under the Senior Loan with respect to the Senior Loan debt being recourse to such Guarantor pursuant to and in accordance with the related Guaranty; provided, however, in no event that after the later of (A) the expiration of the applicable Monetary Cure Period or Non-Monetary Cure Period (and provided a Continuing Event of Default exists) and (B) the date that is thirty (30) days after Junior Lenders have been given notice of a Purchase Option Event (plus an additional ten (10) Business Days to the extent Junior Lender has delivered a Purchase Election Notice prior to the expiration of such thirty day period), Senior Lender shall Lender not be obligated to obtain Subordinated Lender’s the consent of any Junior Lender to a Senior Loan Modification in the case of a work-out or other surrender, extension, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Senior Loan, except that under no conditions circumstance shall modifications as described in clause (i) (with respect to increase in principal amount only), clause (iii) (with respect to shortening maturity only), clause (v) (to the extent such modification would limit or prohibit the exercise of remedies and realization upon the Equity Collateral by a Junior Lender or Loan Pledgee in accordance with the terms hereof or cause such exercise to constitute an Event of Default under the Senior Loan) or clause (viiiix) be modified made without the written consent of Subordinated Lendereach of Junior Lenders; and provided further, that notwithstanding anything to the contrary above, during the continuance of a default that is caused by a Proceeding of any Borrower Party (to which Senior Lender shall have not consented) after the later of (X) the expiration of the applicable Non-Monetary Cure Period (and provided a Continuing Event of Default exists) and (Y) the date that is thirty (30) days after Junior Lenders have been given notice of a Purchase Option Event (plus an additional ten (10) Business Days to the extent Junior Lender has delivered a Purchase Election Notice prior to the expiration of such thirty day period), Senior Lender shall not be obligated to obtain the consent of any Junior Lender to a Senior Loan Modification in the case of any proposed plan of reorganization including any Borrower Party under such Proceeding. In addition and notwithstanding the foregoing provisions of this Section 28(a), (I) amendments and modifications (if any) of the Senior Loan Documents contemplated by Section 5.2.10(d)(vii) of the Senior Loan Agreement in connection with a Restructuring and made pursuant to and in accordance with such Section 5.2.10(d)(vii), and (II) any amounts funded by Senior Lender pursuant to the Lender under the Senior Loan Documents in effect as of the date hereof as a result of (A1) the making of any protective advances Protective Advances or other advances by Senior Lender to the Lender, extent that such advances are contemplated in the Senior Loan Documents or (B2) interest accruals or accretions and any compounding thereof (including default interest) to the extent provided for in the Senior Loan Documents (as the same may be modified pursuant to a Senior Loan Modification permitted under this Agreement), shall not be deemed to contravene this Section 28(a).

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated or prior notice to Mezzanine Lender in each instance to enter into or grant any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a ““ Senior Loan ModificationModification ”) of the Senior Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, that the prior written consent of Mezzanine Lender shall be required for any Senior Loan Modification that has the effect of (i) causing the principal amount of the Senior Loan to be in excess of the Senior Loan Cap or (ii) extending the maturity date of the Senior Loan beyond June 30, 2023. Additionally, Senior Lender may, in its sole and absolute discretion, without Mezzanine Lender’s consent, (A) waive or refrain from declaring or enforcing any Senior Event of Default or any other provision of the Senior Loan Documents or (B) grant forbearances and extensions for performance, waivers of covenants, and consents, or otherwise diminish any Senior Debtor’s or any Common Guarantor’s obligations thereunder, in each such case, in such manner and order, and on such terms and conditions, as Senior Lender sees fit in its sole and absolute discretion, and Senior Lender’s elections as aforesaid or its course of conduct in connection therewith shall not be deemed to give rise to any claim or cause of action by Xxxxxxxxx Xxxxxx against Senior Lender. Any amounts funded by Senior Lender under the Senior Loan Documents as a result of (X) the making of any Protective Advances or other advances by Senior Lender or (Y) interest accruals or accretions and any compounding thereof (including default interest), pursuant to the existing terms of the Senior Loan Documents or any Senior Loan Modification made in accordance with this Agreement, shall, for the avoidance of doubt and without any implications to the contrary, constitute Senior Loan Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the implementation of provisions in the Senior Loan Documents which in accordance with their express terms become effective automatically upon an Event of Default under the Senior Loan Documents or following the maturity or acceleration of the Senior Loan (including, without limitation, provisions providing for the accrual of interest at the default rate specified in the Senior Loan Documents, the change in the underlying index with respect to which interest is calculated or the imposition of any premium or fee; provisions upon which certain approval rights of Senior Lender become effective; or provisions under which changes in the priorities applicable under cash management arrangements take effect, in each case while an Event of Default under the Senior Loan Documents exists) shall not be deemed for any purpose of this Agreement to be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Agreement. In addition, in no event shall the exercise by Senior Lender of any right of setoff that is available to it under the Senior Loan Agreement be obligated deemed for any purpose of this Agreement to obtain Subordinated Lender’s consent be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Agreement. Notwithstanding any provision of the Mezzanine Loan Documents to the contrary, Xxxxxxxxx Xxxxxx agrees that neither a Senior Loan Modification in or an Enforcement Action permitted hereunder shall give rise to a default under the case Mezzanine Loan Documents, and Mezzanine Lender shall not notice or otherwise declare a default under the Mezzanine Loan Documents on the basis of a work-out any such permitted Senior Loan Modification or other surrenderEnforcement Action. (b) Mezzanine Lender shall not enter into any amendment, compromisedeferral, releaseextension, modification, renewal, replacement, consolidation, supplement or indulgence relating to waiver (collectively, a “ Mezzanine Loan Modification ”) of the Mezzanine Loan during or the existence of an Event of Default (as defined in Mezzanine Loan Documents unless the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the prior written consent of Subordinated Senior Lender has been obtained unless such amendment, deferral, extension, modification, renewal, replacement, consolidation, supplement or waiver is for the purpose of correcting scrivener’s errors or correct mutual mistakes or that are for administerial or procedural convenience and in each case could not reasonably be expected to have an adverse effect on the Senior Lender. In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 26(b) , any amounts funded by the Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Lender, Xxxxxxxxx Lender or (B) interest accruals or accretions and any compounding thereof (including default interest), pursuant to the existing terms of the Mezzanine Loan Documents or any Mezzanine Loan Modification made in accordance with this Agreement. (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including any side letter and/or any material written waivers or consents entered into, executed or delivered by Senior Lender, but not any fee letter or derivative contract that is exclusively between any Senior Debtor and Senior Lender or its Affiliates) within a reasonable time after any of such applicable instruments have been executed by Senior Xxxxxx. Notwithstanding the foregoing, in no event shall Senior Lender be deemed required to contravene this Section 2deliver to Mezzanine Lenders copies of consents with respect to leases, budgets, insurance policies, contracts relating to the Senior Collateral or other consents granted in the ordinary course of the administration of the Senior Loan that do not materially increase the obligations of any Senior Debtor. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including any side letters, material written waivers or consents entered into, executed or delivered by Xxxxxxxxx Lender) within a reasonable time after any of such applicable instruments have been executed by Xxxxxxxxx Xxxxxx.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, (ii) increase in any other material respect any monetary obligations of Senior Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender may permit Borrower pursuant to exercise any extension options in accordance with the terms and provisions of this Agreement or an extension option scheduled pursuant to the terms of the Senior Loan DocumentsDocuments on the date hereof), (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Senior Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross accept a grant of any lien on or security interest in any collateral or property of Senior Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents, (vii) modify, waive or amend the terms and provisions of the Senior Loan Cash Management Agreement or the Senior Loan Agreement with respect to (1) the definitions of “Acceptable Counterparty”, “Debt Service”, “Limited Cure Release Amount”, “Release Amount” or “Spread Maintenance Premium” (as such terms are defined in the Senior Loan Agreement and/or the Cash Management Agreement), and any of the terms used within such definitions or the covenants relating thereto, (2) any reserves or escrows, including, without limitation, those for taxes, insurance, debt service, repairs, replacements and ground rent, if any, or any provisions regarding the release of funds from escrow (or waive compliance therewith) or reduce or, except as may be reasonably required, increase monthly escrow deposit amounts, (3) any future funding obligation or additional advances of loan proceeds, if any, or (4) the amount of, manner, timing, method of the application of, or order of priority in payment, of payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross-default the Senior Loan with or subordinate the Senior Loan to any other indebtedness, (viiix) obtain any equity interest in Senior Borrower or any Junior Borrower, or any contingent interest, additional interest or so-so called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (x) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for an interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, including, without limitation, modifying the Release Amount or Limited Cure Release Amount, (xii) spread the lien of any Mortgage to encumber additional real property (other similar equity participationthan pursuant to the Substitution provisions of the Senior Loan Agreement), or (viiixiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.or

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “"Senior Loan Modification”") of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, (ii) increase in any other material respect any monetary obligations of Senior Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender may permit Borrower pursuant to exercise any extension options in accordance with the terms and provisions of this Agreement or an extension option scheduled pursuant to the terms of the Senior Loan DocumentsDocuments on the date hereof), (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Senior Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross accept a grant of any lien on or security interest in any collateral or property of Senior Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents, (vii) modify, waive or amend the terms and provisions of the Senior Loan Cash Management Agreement or the Senior Loan Agreement with respect to (1) the definitions of "Acceptable Counterparty", "Debt Service", "Limited Cure Release Amount", "Release Amount" or "Spread Maintenance Premium" (as such terms are defined in the Senior Loan Agreement and/or the Cash Management Agreement), and any of the terms used within such definitions or the covenants relating thereto, (2) any reserves or escrows, including, without limitation, those for taxes, insurance, debt service, repairs, replacements and ground rent, if any, or any provisions regarding the release of funds from escrow (or waive compliance therewith) or reduce or, except as may be reasonably required, increase monthly escrow deposit amounts, (3) any future funding obligation or additional advances of loan proceeds, if any, or (4) the amount of, manner, timing, method of the application of, or order of priority in payment, of payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross-default the Senior Loan with or subordinate the Senior Loan to any other indebtedness, (viiix) obtain any equity interest in Senior Borrower or any Junior Borrower, or any contingent interest, additional interest or so-so called “"kicker” " measured on the basis of the cash flow or appreciation of the ProjectPremises, (x) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for an interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, including, without limitation, modifying the Release Amount or Limited Cure Release Amount, (xii) spread the lien of any Mortgage to encumber additional real property (other similar equity participationthan pursuant to the Substitution provisions of the Senior Loan Agreement), or (viiixiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium or yield or spread maintenance charge, (xiv) modify, waive or amend, in any material respect, the terms and provisions of Section 6.1 of the Senior Loan Agreement (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (xv) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents), (xvi) amend or modify the definition of Event of Default under the Senior Loan Documents, (xvii) impose any additional fees upon Senior Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any Junior Lender (or any transferee of the interest in any Junior Loan) from acquiring the interest of the applicable Junior Borrower by foreclosure of the applicable Equity Collateral, (xix) impose any financial covenants on Senior Borrower (or if such covenants exist, impose more restrictive financial covenants on Senior Borrower); provided, however, in no event shall Senior Lender be obligated to obtain Subordinated any Junior Lender’s 's consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.prohibited above in

Modifications, Amendments, Etc. 7.1 Subject to Section 6.2, Construction Lender shall have the right without the consent of Subordinated Cash Grant Bridge Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Construction Loan Modification”) of the Construction Loan or the Construction Loan Documents Documents, provided that no such Senior Construction Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents)Construction Loan, (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, or provisions regarding the payment of dividends or distributions to Borrower (including, without limitation, Section 5.15 (Restrictions on Redemptions, Distributions, and Payments to Affiliates) of the Construction Loan Agreement), (iii) shorten any Borrower cure period or add or modify any Borrower default under any Construction Loan Document, (iv) create a lien on any of the Separate Collateral, (v) amend or modify the EPC Contract to extend the Guaranteed Substantial Completion Date (as defined therein) beyond December 23, 2011 or to effect changes in the aggregate in excess of $500,000, or (vi) cross default result in a Recapture Event. 7.2 Cash Grant Bridge Lender shall have the right without the consent of Construction Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Cash Grant Bridge Loan with any other indebtedness, (viiModification”) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow Cash Grant Bridge Loan or appreciation the Cash Grant Bridge Loan Documents, or a refinancing of the Cash Grant Bridge Loan or the Cash Grant Bridge Loan Documents, provided that no such Cash Grant Bridge Loan Modification shall create a lien on the Project, any of Borrower’s assets or any other collateral that otherwise solely secures the Construction Loan (or other similar equity participation)than, or (viiifor the avoidance of doubt, any Separate Collateral) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Construction Lender unless, with respect to the creation of any such liens, such liens are expressly subordinated to any liens in favor of Construction Lender. In addition . 7.3 Cash Grant Bridge Lender shall deliver to Construction Lender, and notwithstanding the foregoing provisions Construction Lender shall deliver to Cash Grant Bridge Lender, copies of this Section 2any and all material modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of their respective loan documents (including, without limitation, any amounts funded side letters, waivers or consents entered into, executed or delivered by the Lender under the Loan Documents as them) within a result reasonable time after any of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2such applicable instruments have been fully executed.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided Documents; provided, that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Junior Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to modification of the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no all conditions Senior Lender shall obtain Junior Lender’s consent to a Senior Loan Modification with respect to clause (i) (with respect to increase increasing the principal amount of the Senior Loan only), or ) and clause (viii) be modified without the written consent of Subordinated Lenderx). In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 27(a), any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). Subject only to the foregoing provisions of this Section 7(a) and notwithstanding anything to the contrary in the Senior Loan Documents or in the Junior Loan Documents, including without limitation, the Senior Security Instrument, the Junior Security Instrument, the Senior Note and the Junior Note, no party, including Senior Lender, Borrower or any other party, shall be required to obtain the consent of Junior Lender in connection with any Senior Loan Modification of the Senior Loan or the Senior Loan Documents. (b) Junior Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of the Junior Loan or the Junior Loan Documents; provided, that no such Junior Loan Modification shall (i) increase the interest rate or principal amount of the Junior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Junior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Junior Loan (except that Junior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Junior Loan Documents), (iv) convert or exchange the Junior Loan into or for any other indebtedness or subordinate any of the Junior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Premises, (vi) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Junior Loan, (vii) cross default the Junior Loan with any other indebtedness, (viii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), or (ix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Junior Lender be obligated to obtain Senior Lender’s consent to a modification or amendment to the Junior Loan Documents in the case of a work-out or other surrender, compromise, release, renewal, or modification of the Junior Loan if an Event of Default has occurred and is continuing under the Junior Loan Documents, except that under all conditions Junior Lender shall obtain Senior Lender’s consent to a Junior Loan Modification with respect to clause (i) (with respect to increasing the principal amount of the Junior Loan only), clause (ii), clause (iii) (with respect to shortening the scheduled maturity date of the Junior Loan only), clause (iv), clause (viii) and clause (ix). In addition and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Junior Lender under the Junior Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Junior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 7(b). (c) Senior Lender shall deliver to Junior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. (d) Junior Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Junior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Junior Lender) within a reasonable time after any of such applicable instruments have been executed by Junior Lender. (e) Junior Lender acknowledges that the subordination of the Junior Loan Documents to the Senior Loan Documents shall in no way be limited, diminished, impaired or otherwise affected by an amendment or modification to the Senior Loan Documents.

Modifications, Amendments, Etc. (a) Subject to the terms of Section 3.3 of the Note Sales Agreement, Senior Lender shall have the right without the prior written consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification Modification, without first receiving the consent of the Junior Lenders, shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, provided, the foregoing shall not apply to or preclude the creation of additional components of the Senior Loan or changing balances, amortization and spreads of the Senior Loan or of the components thereof in accordance with the terms of Sections 2.1.5 and 2.1.6 of the Senior Loan Agreement and the terms of this Agreement, (ii) increase in any other material respect any monetary obligations of Senior Borrower under the Senior Loan Documents other than as already contemplated under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender may permit Borrower pursuant to exercise any extension options in accordance with the terms and provisions of this Agreement or an extension option scheduled pursuant to the terms of the Senior Loan DocumentsDocuments on the date hereof), or amend or modify the Senior Lender’s consent requirement or standards set forth in the Senior Loan Documents with respect to Senior Borrower’s right to extend the term of the Senior Loan, (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Senior Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross accept a grant of any lien on or security interest in any collateral or property of Senior Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents, unless (x) such collateral or property is owned by a Person other than Senior Borrower and is not collateral for the Senior Loan or any Junior Loan and (y) the consent of the Junior Lenders is obtained if such consent is required pursuant to the Senior Loan Documents or the applicable Junior Loan Documents, (vii) modify, waive or amend (or, in the case of subclause (1) of this (vii), waive compliance in any material respect with) the terms and provisions of the Senior Loan Documents with respect to (1) any reserves or escrows, including, without limitation, those for taxes, insurance, debt service, repairs and replacements, if any, or any provisions regarding the release of funds from escrow, (2) any future funding obligation or additional advances of loan proceeds, if any, or (3) the amount of, manner, timing, method of the application of, or order of priority in payment of, payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross-default the Senior Loan with any other indebtedness, (viiix) obtain any equity interest in Senior Borrower or any Junior Borrower, or any contingent interest, additional interest or so-so called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (x) consent to a higher strike price with respect to the current or other similar equity participationany new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for an interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, including, without limitation, the definition of “Release Price” (as defined in the Senior Loan Agreement), or the thresholds and other material restrictions and conditions applicable for releases in connection with all of any portion of the Premises, (viiixii) spread the lien of any Mortgage to encumber additional real property, (xiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium or yield or spread maintenance charge; provided, however(xiv) modify, waive or amend, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a any material respect, the terms and provisions of Section 6.1 of the Senior Loan Modification Agreement (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (xv) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the case terms of a work-out or other surrender, compromise, release, renewalthe Senior Loan Documents), or indulgence relating to release any Guarantor under its Guaranty (other than in connection with obtaining a similar guaranty from a reasonably satisfactory replacement guarantor or as otherwise permitted by the Senior Loan during documents in effect as of the existence date hereof), (xvi) amend or modify the definition of an Event of Default (as defined in under the Senior Loan Documents, (xvii) under impose any additional fees upon Senior Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any Junior Lender (or any transferee of the interest in any Junior Loan) from acquiring the interest of the applicable Junior Borrower by foreclosure of the applicable Equity Collateral, except that under no conditions shall clause (ixix) impose any financial covenants on Senior Borrower (with respect to increase principal amount only)or if such covenants exist, or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.impose more restrictive financial

Modifications, Amendments, Etc. (a) Each Senior Lender shall have the right without the consent of Subordinated any Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “"Senior Loan Modification”") of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall including but not limited to the following: (i) increase the interest rate or principal amount of the Loanamount, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with amounts owed under the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the amounts owed under the Senior Loan Documents into or for any other indebtedness or subordinate any of the amounts owed under the Senior Loan Documents to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectCollateral, (vi) modify or amend the terms and provisions of the Senior Loan Documents with respect to the manner, timing and method of the application of payments, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “"kicker” " measured on the basis of the cash flow or appreciation of the ProjectCollateral, (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 25, any amounts funded by the any Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances or other advances by the a Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 25(a). (b) No Mezzanine Lender may enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a "Mezzanine Loan Modification") of a Mezzanine Loan or the Mezzanine Loan Documents without the consent of each Prior Lender. (c) Each Borrower shall deliver to each Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including without limitation, any side letters, waivers or consents entered into, executed or delivered by such Senior Lender) within a reasonable time after any such applicable instruments have been executed by such Senior Lender. (d) Each Mezzanine Lender shall deliver to each other Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by each Mezzanine Lender) within a reasonable time after any of such applicable instruments have been executed by such Mezzanine Lender.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Junior Lender in each instance to enter into (and to direct the Fiscal Agent to enter into) any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided Documents; provided, that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents)Senior Loan, (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Junior Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to modification of the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no all conditions Senior Lender shall obtain Junior Lender’s consent to a Senior Loan Modification with respect to clause (i) (with respect to increase increasing the principal amount of the Senior Loan only), or ) and clause (viii) be modified without the written consent of Subordinated Lenderx). In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 27(a), any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). Subject only to the foregoing provisions of this Section 7(a) and notwithstanding anything to the contrary in the Senior Loan Documents or in the Junior Loan Documents, including without limitation, the Senior Security Instrument, the Junior Security Instrument, the Senior Note and the Junior Note, no party, including Senior Lender, Borrower or any other party, shall be required to obtain the consent of Junior Lender in connection with any Senior Loan Modification of the Senior Loan or the Senior Loan Documents. (b) Junior Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of the Junior Loan or the Junior Loan Documents; provided, that no such Junior Loan Modification shall (i) increase the interest rate or principal amount of the Junior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Junior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Junior Loan (except that Junior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Junior Loan Documents), (iv) convert or exchange the Junior Loan into or for any other indebtedness or subordinate any of the Junior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Premises, (vi) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Junior Loan, (vii) cross default the Junior Loan with any other indebtedness, (viii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), or (ix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Junior Lender be obligated to obtain Senior Lender’s consent to a modification or amendment to the Junior Loan Documents in the case of a work-out or other surrender, compromise, release, renewal, or modification of the Junior Loan if an Event of Default has occurred and is continuing under the Junior Loan Documents, except that under all conditions Junior Lender shall obtain Senior Lender’s consent to a Junior Loan Modification with respect to clause (i) (with respect to increasing the principal amount of the Junior Loan only), clause (ii), clause (iii) (with respect to shortening the scheduled maturity date of the Junior Loan only), clause (iv), clause (viii) and clause (ix). In addition, and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Junior Lender under the Junior Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Junior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 7(b). (c) Senior Lender shall deliver to Junior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. (d) Junior Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Junior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Junior Lender) within a reasonable time after any of such applicable instruments have been executed by Junior Lender. (e) Junior Lender acknowledges that the subordination of the Junior Loan Documents to the Senior Loan Documents shall in no way be limited, diminished, impaired or otherwise affected by an amendment or modification to the Senior Loan Documents.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Subordinate Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with an extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (or other similar equity participation), or , (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge, or (xi) modify, amend or waive any conditions precedent to a disbursement of proceeds of the Senior Loan, except to the extent necessary to complete the Project; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Subordinate Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viiix) be modified without the written consent of Subordinated Subordinate Lender. In addition and notwithstanding the foregoing provisions of this Section 27, any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances or other advances Protective Advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a).

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, (ii) increase in any other material respect any monetary obligations of Senior Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender may permit Borrower pursuant to exercise any extension options in accordance with the terms and provisions of this Agreement or an extension option scheduled pursuant to the terms of the Senior Loan DocumentsDocuments on the date hereof), (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Senior Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross accept a grant of any lien on or security interest in any collateral or property of Senior Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents, (vii) modify, waive or amend the terms and provisions of the Senior Loan Cash Management Agreement or the Senior Loan Agreement with respect to (1) the definitions of “Acceptable Counterparty”, “Debt Service”, “Limited Cure Release Amount”, “Release Amount” or “Spread Maintenance Premium” (as such terms are defined in the Senior Loan Agreement and/or the Cash Management Agreement), and any of the terms used within such definitions or the covenants relating thereto, (2) any reserves or escrows, including, without limitation, those for taxes, insurance, debt service, repairs, replacements and ground rent, if any, or any provisions regarding the release of funds from escrow (or waive compliance therewith) or reduce or, except as may be reasonably required, increase monthly escrow deposit amounts, (3) any future funding obligation or additional advances of loan proceeds, if any, or (4) the amount of, manner, timing, method of the application of, or order of priority in payment, of payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross-default the Senior Loan with or subordinate the Senior Loan to any other indebtedness, (viiix) obtain any equity interest in Senior Borrower or any Junior Borrower, or any contingent interest, additional interest or so-so called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (x) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for an interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, including, without limitation, modifying the Release Amount or Limited Cure Release Amount, (xii) spread the lien of any Mortgage to encumber additional real property (other similar equity participationthan pursuant to the Substitution provisions of the Senior Loan Agreement), or (viiixiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium or yield or spread maintenance charge, (xiv) modify, waive or amend, in any material respect, the terms and provisions of Section 6.1 of the Senior Loan Agreement (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (xv) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents), (xvi) amend or modify the definition of Event of Default under the Senior Loan Documents, (xvii) impose any additional fees upon Senior Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any Junior Lender (or any transferee of the interest in any Junior Loan) from acquiring the interest of the applicable Junior Borrower by foreclosure of the applicable Equity Collateral, (xix) impose any financial covenants on Senior Borrower (or if such covenants exist, impose more restrictive financial covenants on Senior Borrower); provided, however, in no event shall Senior Lender be obligated to obtain Subordinated any Junior Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.prohibited above in

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no any such Senior Loan Modification shall not (i) increase the interest rate or maximum principal amount of the LoanSenior Loan except for increases in principal to cover workout costs (including any closing costs in connection with any such workout) and Protective Advances made by Senior Lender or its servicer, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) shorten or extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrowerother indebtedness, (v) amend or modify the provisions limiting transfers of interests in the Borrower, any Junior Borrower or the ProjectPremises, (vi) modify, amend or terminate the terms and provisions of the Senior Cash Management Agreement or any of the other Senior Loan Documents with respect to the manner, timing, priority, amounts, conditions for release or method of the application of payments or reserves under the Senior Loan Documents or any Junior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) obtain consent to a strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan higher than the strike price provided for in the Senior Loan Documents, (ix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or increase the amount of any such prepayment fee, premium or yield or spread maintenance charge or impose any new prepayment fee, premium or yield or spread maintenance charge, (x) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents) or spread the lien of the mortgage securing the Senior Loan to encumber additional real property other than the Premises, (xi) provide for any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), (xii) impose any financial covenants on Borrower (or if such covenants exist, impose more restrictive financial covenants on Borrower), (xiii) modify, amend or add any default provision or delete or shorten any notice, cure or grace periods available to Borrower, (xiv) [Intentionally Omitted], (xv) impose any new or additional fees not provided for in the Senior Loan Documents, (xvi) waive in any material respect any requirement of Borrower with respect to alterations under the Senior Loan Agreement following completion of the Project Improvements, (xvii) accept a grant of a lien on or security interest in any Separate Collateral, (xviii) except as otherwise permitted herein, waive, amend or modify any of the conditions or provisions relating to Advances to be made under the Senior Loan Documents in a manner that would, as a whole, impose additional material or materially more restrictive conditions upon Borrower, (xix), amend or modify the provisions of the Senior Loan Documents relating to reserve funds, extension options or application of proceeds upon the occurrence of a casualty or condemnation, or (viiixx) amend or modify the definition of Eligible Assignee set forth in the Senior Loan Agreement or amend or modify the provisions of the Senior Loan Agreement relating to the replacement of the Agent; provided, however, that after the expiration of the applicable Monetary Cure Period or Non-Monetary Cure Period, as the same may be extended pursuant to Section 12, Senior Lender shall not be obligated to obtain the consent of any Junior Lender to a Senior Loan Modification in the case of a work-out or other surrender, extension, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an Event of Default with respect to the Senior Loan, except that (A) under no circumstance shall modifications as described in clause (i) (with respect to increase in principal amount only), clause (v) (to the extent such modification would cause the exercise of remedies and realization upon the Equity Collateral by a Junior Lender or a Loan Pledgee in accordance with the terms hereof or constitute an Event of Default), or clause (ix) be made without the written consent of each of the Junior Lenders and (B) if a Junior Lender has cured or is in the process of curing (within the time permitted herein for cure) any such Event of Default that Junior Lender is capable of curing and with respect to non-monetary Events of Default that Junior Lender is not capable of curing, if such Events of Default do not and will not materially adversely affect the Premises or the use, value or operation thereof and if such Junior Lender is diligently pursuing its remedies to acquire its Equity Collateral pursuant to the applicable Junior Loan Documents, Senior Lender will not violate the other provisions of items (i) through (xx) above without the written consent of Junior Lenders. In addition and notwithstanding the foregoing provisions of this Section 8(a), any amounts funded by Senior Lender pursuant to the Senior Loan Documents as a result of (A) the making of any Protective Advances or other Advances by the Senior Lender or its servicer, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 8(a). (b) Each Junior Lender shall have the right without the consent of Senior Lender or any other Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of its respective Junior Loan or the Junior Loan Documents to which it is a party, provided that: (i) without the consent of Senior Lender and First Mezzanine Lender, as applicable, no such Junior Loan Modification with respect to the applicable Junior Loan shall: (A) increase the interest rate or principal amount of the Junior Loan except for increases in principal to cover workout costs (including any closing costs in connection with any such workout) and Protective Advances made by the applicable Junior Lender or its servicer, (B) increase in any other material respect any monetary obligations of the applicable Junior Borrower under the applicable Junior Loan Documents, (C) shorten or extend the scheduled maturity date of the Junior Loan (except that the applicable Junior Lender may permit the applicable Junior Borrower to exercise any extension options in accordance with the terms and provisions of the related Junior Loan Documents), (D) convert or exchange the Junior Loan into or for any other indebtedness or subordinate any of the Junior Loan to any other indebtedness, (E) amend or modify the provisions limiting transfers of interests in Borrower, any Junior Borrower or the Premises, (F) cross default the Junior Loan with any other indebtedness except for the Senior Loan and the First Mezzanine Loan, if applicable, (G) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge or impose any new prepayment fee, premium or yield maintenance charge, (H) except as currently exists under the Second Mezzanine Loan Documents provide for any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), (I) impose any financial covenants on the applicable Junior Borrower (or if such covenants exist, impose more restrictive financial covenants on such Junior Borrower), (J) modify, amend or add any default provision or delete or shorten any notice, cure or grace periods available to the applicable Junior Borrower, (K) impose any new or additional fees not provided for in the applicable Junior Loan Documents, (L) accept a grant of any lien on or security interest in any collateral or property of the applicable Junior Borrower or any other Person not originally granted or contemplated to be granted under the applicable Junior Loan Documents, (M) consent to a strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the applicable Junior Loan higher than the strike price provided for in the applicable Junior Loan Documents, (N) amend or modify any of the conditions or provisions relating to Advances (as defined in the Second Mezzanine Loan Agreement) to be made under the Second Mezzanine Loan Documents, or (O) reduce any Minimum Sales Price, Minimum Release Price or Required Release Price for a Unit or otherwise amend or modify the definition of Bona Fide Sales Contract or any provision with respect to sales or releases of Units contained in the applicable Junior Loan Agreement; provided, however, in no event that after the expiration of the applicable Junior Loan Monetary Cure Period or Junior Loan Non-Monetary Cure Period, as the same may be extended pursuant to Section 12, the applicable Junior Lender shall Lender not be obligated to obtain Subordinated the consent of Senior Lender or First Mezzanine Lender’s consent , as applicable, to a Senior Junior Loan Modification in the case of a work-out or other surrender, extension, compromise, release, renewal, or indulgence relating to the applicable Junior Loan during the existence of an Event of Default (as defined in the Loan Documents) under the with respect to such Junior Loan, except that under no conditions circumstance shall modifications as described in clause (iA) (with respect to increase in principal amount only), clause (B), clause (C) (with respect to shortening maturity only), clause (D), clause (H), clause (M) or clause (viiiN) be modified made without the written consent of Subordinated Senior Lender and First Mezzanine Lender. In , if applicable); and (ii) without the consent of Second Mezzanine Lender (in addition and notwithstanding to any consents required in the foregoing provisions of this Section 2preceding paragraph), any amounts funded by no such Junior Loan Modification with respect to the Lender under the First Mezzanine Loan Documents as a result of shall: (A) increase the making interest rate or principal amount of the First Mezzanine Loan except for increases in principal to cover workout costs (including any closing costs in connection with any such workout) and Protective Advances made by First Mezzanine Lender or its servicer, (B) increase in any other material respect any monetary obligations of First Mezzanine Borrower under the First Mezzanine Loan Documents, (C) shorten or extend the scheduled maturity date of the First Mezzanine Loan (except that First Mezzanine Lender may permit First Mezzanine Borrower to exercise any extension options in accordance with the terms and provisions of the First Mezzanine Loan Documents), (D) convert or exchange the First Mezzanine Loan into or for any other indebtedness or subordinate any of the First Mezzanine Loan to any other indebtedness, (E) amend or modify the provisions limiting transfers of interests in Borrower, any Junior Borrower or the Premises, (F) modify, amend or terminate any of the provisions of the First Mezzanine Loan Documents with respect to the manner, timing, priority, amounts or method of the application of payments under the First Mezzanine Loan Documents, (G) cross default the First Mezzanine Loan with any other indebtedness except for the Senior Loan, (H) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any protective advances such prepayment fee, premium or yield maintenance charge or impose any new prepayment fee, premium or yield maintenance charge, (I) release its lien on any material portion of the collateral originally granted under the First Mezzanine Loan Documents (except as may be required in accordance with the terms of the First Mezzanine Loan Documents), (J) provide for any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other advances by similar equity participation), (K) impose any financial covenants on First Mezzanine Borrower (or if such covenants exist, impose more restrictive financial covenants on First Mezzanine Borrower), (L) modify, amend or add any default provision or delete or shorten any notice, cure or grace periods available to First Mezzanine Borrower, (M) modify or amend any insurance requirements (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (N) impose any new or additional fees not provided for in the LenderFirst Mezzanine Loan Documents, (O) accept a grant of any lien on or security interest in any collateral or property of First Mezzanine Borrower or any other Person not originally granted or contemplated to be granted under First Mezzanine Loan Documents, (P) amend or modify the provisions of the First Mezzanine Documents relating to reserve funds, extension options or application of proceeds upon the occurrence of a casualty or condemnation or reduce First Mezzanine Borrower’s financial reporting requirements, (Q) consent to a strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the First Mezzanine Loan higher than the strike price provided for in the First Mezzanine Loan Documents, or (BR) interest accruals reduce any Minimum Sales Price, Minimum Release Price or accretions and Required Release Price for a Unit or otherwise amend or modify the definition of Bona Fide Sales Contract or any compounding thereof (including default interest)provision with respect to sales or releases of Units contained in the applicable First Mezzanine Loan Agreement; provided, however, that after the expiration of the applicable Junior Loan Monetary Cure Period or Junior Loan Non-Monetary Cure Period, as the same may be extended pursuant to Section 12, First Mezzanine Lender shall not be deemed obligated to contravene this Section 2.obtain the consent of Second

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount (except for increases in principal to cover Protective Advances) of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrowerindebtedness, (v) amend or modify the provisions limiting transfers of direct or indirect interests in the Borrower or the ProjectPremises, (vi) waive, modify or amend (other than to correct a scrivener’s error) the terms and provisions of the Senior Loan Cash Management Agreement or any of the other Senior Loan Documents with respect to the manner, timing, priority, amounts, conditions for release or methods of the application of payments or reserves under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan or waive any requirement for any future or replacement cap agreement, (ix) obtain any direct or indirect equity interest, contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; , (xi) release the lien on all or any material portion of the Premises or the Leases and Rents (each as defined in the Senior Loan Documents) or any other material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents), (xii) impose any financial covenants on Borrowers (or if such covenants exist, impose more restrictive financial covenants on Borrowers), (xiii) modify, amend or add any default provision, including the definitions of “Default” and “Event of Default”, or delete or shorten any notice, cure or grace periods available to Borrower, (xiv) waive or materially modify or amend any material insurance requirements (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), or any material casualty or condemnation provisions, (xv) impose any new or additional fees on Borrower that would be required to be paid on a periodic or regular basis that are not provided for in the Senior Loan Documents in effect on the date hereof, (xvi) waive, amend or modify in any material respect any requirement of Borrower with respect to alterations under the Senior Loan Agreement, (xvii) release in any material respect any guarantor under any Senior Guaranty, (xviii) intentionally omitted, (xix) modify or amend the definitions of “Cash Management Period”, “Debt Service Coverage Ratio” or “Net Operating Income” (as such terms are defined in the Senior Loan Agreement), and any of the terms used within such definitions or the covenants relating thereto, in effect on the date hereof, or (xx) spread the lien of the Senior Mortgage to encumber additional real property, or otherwise accept a grant of lien on or a security interest in any collateral or any property of Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents(except to the extent expressly contemplated by the Senior Loan Documents) provided, however, in no event that after the later of (I) expiration of the applicable Monetary Cure Period or Non-Monetary Cure Period, and (II) the date that is thirty (30) days after Mezzanine Lender has been given notice of a Purchase Option Event, as applicable, Senior Lender shall Lender not be obligated to obtain Subordinated Mezzanine Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, extension, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions circumstance shall modifications as described in clause (i) (with respect to increase increases in principal amount only), clause (v) (to the extent such modification would cause the exercise of remedies and realization upon the Equity Collateral by Mezzanine Lender or a Loan Pledgee in accordance with the terms hereof to constitute an Event of Default under the Senior Loan Documents), clause (x) or clause (viiixv) (except for any workout fees or liquidation fees payable to the servicer of the Senior Loan following a Securitization) be modified made without the written consent of Subordinated Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed. In addition and notwithstanding the foregoing provisions of this Section 27, any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). (b) Mezzanine Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Mezzanine Loan Modification”) of the Mezzanine Loan or the Mezzanine Loan Documents provided that no such Mezzanine Loan Modification shall (i) increase the interest rate or principal amount (except for increases in principal to cover Protective Advances) of the Mezzanine Loan, (ii) increase in any other material respect any monetary obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (iii) extend or shorten (other than by way of acceleration) the scheduled maturity date of the Mezzanine Loan (except that Mezzanine Lender may permit Mezzanine Borrower to exercise any extension options in accordance with the terms and provisions of the Mezzanine Loan Documents), (iv) convert or exchange the Mezzanine Loan into or for any indebtedness or subordinate any of the Mezzanine Loan to any indebtedness of Mezzanine Borrower, (v) provide for any additional contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises, (vi) cross default the Mezzanine Loan with any other indebtedness, (vii) accept a grant of any lien on or security interest in any collateral or property of Mezzanine Borrower or any other Person not originally granted or contemplated to be granted under the Mezzanine Loan Documents, unless (x) such collateral or property is owned by a Person other than Mezzanine Borrower or any Senior Loan Guarantor or Acceptable New Guarantor or affiliate thereof and is not collateral for the Senior Loan and (y) the consent of Senior Lender is obtained if such consent is required pursuant to the Senior Loan Documents, (viii) spread the lien and security interest of the Pledge Agreement to encumber additional collateral, (ix) amend or modify the provisions in the Mezzanine Loan Documents limiting transfers or encumbrances of interests in Borrower, Mezzanine Borrower or the Premises, (x) impose any financial covenants on Mezzanine Borrower (or if such covenants exist, impose more restrictive financial covenants on Mezzanine Borrower), (xi) modify, amend or add any default provision, including the definitions of “Default” and “Event of Default”, or delete or shorten any notice, cure or grace periods available to Mezzanine Borrower or (xii) impose any new or additional fees on Mezzanine Borrower that would be required to be paid on a periodic or regular basis that are not provided for in the Mezzanine Loan Documents in effect on the date hereof. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Mezzanine Loan Documents, Mezzanine Lender shall be permitted to modify or amend the Mezzanine Loan Documents in connection with a work-out or other surrender, compromise, release, extension, renewal or modification of the Mezzanine Loan without the Senior Lender’s consent except that under no conditions shall modifications as described in clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) (unless the Kicker Conditions have been satisfied) be made without the written consent of the Senior Lender, which consent shall not be unreasonably withheld, conditioned or delayed. In addition and notwithstanding the foregoing provisions of this Section 7(b), the following shall not be deemed to contravene this Section 7(b); (A) any amounts funded by the Mezzanine Lender under the Mezzanine Loan Documents as a result of (I) the making of any Protective Advances or other advances by the Mezzanine Lender, or (II) interest accruals or accretions and any compounding thereof (including default interest), or (B) if an Event of Default under the Mezzanine Loan Documents has occurred and is continuing and to the extent there is no Continuing Senior Loan Event of Default, any retention by Mezzanine Lender of excess net cash flow that would otherwise be payable to Borrower or application of such excess net cash flow by Mezzanine Lender to amortize the principal balance of the Mezzanine Loan. (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Mezzanine Lender) within a reasonable time after any of such applicable instruments have been executed by Mezzanine Lender.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Mezzanine Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viiix) be modified without the written consent of Subordinated Mezzanine Lender. In addition and notwithstanding the foregoing provisions of this Section 27, any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). (b) Mezzanine Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Mezzanine Loan Modification”) of the Mezzanine Loan or the Mezzanine Loan Documents provided that no such Mezzanine Loan Modification shall (i) increase the interest rate or principal amount of the Mezzanine Loan, (ii) increase in any other material respect any monetary obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (iii) extend or shorten the scheduled maturity date of the Mezzanine Loan (except that Mezzanine Lender may permit Mezzanine Borrower to exercise any extension options in accordance with the terms and provisions of the Mezzanine Loan Documents), (iv) convert or exchange the Mezzanine Loan into or for any other indebtedness or subordinate any of the Mezzanine Loan to any indebtedness of Mezzanine Borrower, (v) provide for any additional contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises or (vi) cross default the Mezzanine Loan with any other indebtedness. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Mezzanine Loan Documents, Mezzanine Lender shall be permitted to modify or amend the Mezzanine Loan Documents in connection with a work-out or other surrender, compromise, release, renewal or modification of the Mezzanine Loan except that under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) be modified without the written consent of the Senior Lender. In addition and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Mezzanine Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 7(b). (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Mezzanine Lender) within a reasonable time after any of such applicable instruments have been executed by Mezzanine Lender.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (or other similar equity participation), or or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Mezzanine Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viiix) be modified without the written consent of Subordinated LenderXxxxxxxxx Xxxxxx. In addition and notwithstanding the foregoing provisions of this Section 27, any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a).

Modifications, Amendments, Etc. Senior Lender shall have the right without the consent of Subordinated Junior Lender in each instance to enter into (and to direct the Fiscal Agent to enter into) any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided Documents; provided, that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents)Senior Loan, (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Junior Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to modification of the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no all conditions Senior Lender shall obtain Junior Lender’s consent to a Senior Loan Modification with respect to clause (i) (with respect to increase increasing the principal amount of the Senior Loan only), or ) and clause (viii) be modified without the written consent of Subordinated Lenderx). In addition and notwithstanding Notwithstanding the foregoing provisions of this Section 27(a), any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). Subject only to the foregoing provisions of this Section 7(a) and notwithstanding anything to the contrary in the Senior Loan Documents or in the Junior Loan Documents, including without limitation, the Senior Security Instrument, the Junior Security Instrument, the Senior Note and the Junior Note, no party, including Senior Lender, Borrower or any other party, shall be required to obtain the consent of Junior Lender in connection with any Senior Loan Modification of the Senior Loan or the Senior Loan Documents. Junior Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of the Junior Loan or the Junior Loan Documents; provided, that no such Junior Loan Modification shall (i) increase the interest rate or principal amount of the Junior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Junior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Junior Loan (except that Junior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Junior Loan Documents), (iv) convert or exchange the Junior Loan into or for any other indebtedness or subordinate any of the Junior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Premises, (vi) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Junior Loan, (vii) cross default the Junior Loan with any other indebtedness, (viii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises (or other similar equity participation), or (ix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Junior Lender be obligated to obtain Senior Lender’s consent to a modification or amendment to the Junior Loan Documents in the case of a work-out or other surrender, compromise, release, renewal, or modification of the Junior Loan if an Event of Default has occurred and is continuing under the Junior Loan Documents, except that under all conditions Junior Lender shall obtain Senior Lender’s consent to a Junior Loan Modification with respect to clause (i) (with respect to increasing the principal amount of the Junior Loan only), clause (ii), clause (iii) (with respect to shortening the scheduled maturity date of the Junior Loan only), clause (iv), clause (viii) and clause (ix). In addition, and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Junior Lender under the Junior Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Junior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 7(b). Senior Lender shall deliver to Junior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. Junior Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Junior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Junior Lender) within a reasonable time after any of such applicable instruments have been executed by Junior Lender. Junior Lender acknowledges that the subordination of the Junior Loan Documents to the Senior Loan Documents shall in no way be limited, diminished, impaired or otherwise affected by an amendment or modification to the Senior Loan Documents.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender may permit Borrower pursuant to exercise any extension options in accordance with the terms and provisions of the Loan Documentsthis Agreement), (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (vvi) amend accept a grant of any lien on or modify the provisions limiting transfers security interest in any collateral or property of interests in the Borrower or any other Person not originally granted or contemplated to be granted under the ProjectSenior Loan Documents, (vivii) modify or amend the terms and provisions of the Senior Loan Agreement with respect to (A) any reserves or escrows, including, without limitation, those for taxes, insurance and debt service or any provisions regarding the release of funds from escrow (or waive compliance therewith) or reduce or, except as may be reasonably required, increase monthly escrow deposit amounts, (B) any future funding obligation or additional advances of loan proceeds, if any, or (C) the amount of, manner, timing, method of the application of, or order of priority in payment, of payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross default the Senior Loan with or subordinate the Senior Loan to any other indebtedness, (viiix) obtain any equity interest in Borrower or any Junior Borrower, or any contingent interest, additional interest or so-so called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (x) consent to a higher strike price with respect to the current or other similar equity participation)any new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for a interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, (viiixii) spread the lien of any Mortgage to encumber additional real property, (xiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium or yield or spread maintenance charge, (xiv) modify or amend, in any material respect, the terms and provisions of Section 5.1 of the Senior Loan Agreement (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (xv) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents), (xvi) amend or modify the definition of Event of Default under the Senior Loan Documents, (xvii) impose any additional fees upon Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any Junior Lender (or any transferee of the interest in any Junior Loan) from acquiring the interest of the applicable Junior Borrower by foreclosure of the applicable Equity Collateral, (xix) reduce any minimum release price for a condominium unit once established, or (xx) release in writing any guarantor of the Senior Loan; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated get any Junior Lender’s consent to a Senior Loan Modification prohibited above in the case of a work-out workout or other surrender, extension, compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default (as defined in the Loan Documents) under the Senior Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Senior Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) consent to a higher strike price with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (ix) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the ProjectPremises, (or other similar equity participation), or or (viiix) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Mezzanine Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viiix) be modified without the written consent of Subordinated Mezzanine Lender. In addition and notwithstanding the foregoing provisions of this Section 27, any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a).

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “"Senior Loan Modification”") of the Senior Loan or the Senior Loan Documents subject to the following conditions: (i) Senior Lender shall have the right to effect a Senior Loan Modification except that, unless otherwise provided that in Section 7(a)(ii) below, no such Senior Loan Modification shall shall, without the prior written consent of Mezzanine Lender: (i1) increase the interest rate, amortization rate or principal amount of the Senior Loan, (ii2) increase in any other material respect any monetary obligations of Borrower Borrowers under the Senior Loan Documents, (iii3) directly or indirectly extend or shorten the scheduled maturity date of the Senior Loan (except that Senior Lender may permit Borrower Borrowers to exercise any extension options in accordance with the terms and provisions of the Senior Loan Documents), (iv4) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any indebtedness of BorrowerBorrowers, (v5) add, amend or modify transfer provisions that would inhibit the ability of Mezzanine Lender to realize on the Separate Collateral, (6) amend or modify the provisions limiting transfers of interests in the Borrower Borrowers or the ProjectProperties, (vi7) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement or Senior Loan Collection Account with respect to the manner, timing and method of the application of payments under the Senior Loan Documents, (8) cross default the Senior Loan with any other indebtedness, (vii9) consent to any modification of any existing interest rate cap agreement or consent to a higher cap rate with respect to any new or extended interest rate cap agreement entered into in connection with the extended term of the Senior Loan, (10) obtain any contingent interest, additional interest or so-called “"kicker” " measured on the basis of the cash flow or appreciation of the ProjectProperties, (or other similar equity participation), (11) modify any of the provisions of Article VI of the Senior Loan Agreement relating to cash management and reserves, including, without limitation, order of priority of payment to the Mezzanine Lender, (12) modify any default provisions, (13) modify or increase any insurance coverage that has been accepted by Original Senior Lender as of the Closing Date, or require the replacement of the insurance carriers that have been approved by Original Senior Lender as of the Closing Date unless such insurers have been downgraded below this current rating, or (viii14) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided, howeverprovided that none of the foregoing restrictions shall limit the right of Senior Lender to waive compliance, or forbear from exercising any remedies for any failure to comply, with any of the terms and provisions of the Senior Loan Documents or to take Protective Actions or make Protective Advances. (ii) Notwithstanding anything to the contrary contained in no event Section 7(a)(i) above, Senior Lender shall Lender not be obligated to obtain Subordinated Mezzanine Lender’s 's consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default, except that (A) no such Senior Loan Modification shall, without the prior written consent of Mezzanine Lender: (1) increase the principal amount of the Senior Loan (provided however that the Senior Lender may capitalize interest), (2) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement or Senior Loan Collection Account Agreement in a manner that would prevent or defer distributions to the account formed pursuant to the Mezzanine Cash Management Agreement, (3) modify any of the provisions of Article VI of the Senior Loan Agreement relating to cash management and reserves, including, without limitation, order of priority of payment to the Mezzanine Lender in a manner that would prevent or defer distributions to the account formed pursuant to the Mezzanine Cash Management Agreement or (4) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge and (B) if Mezzanine Lender has cured or is the process of curing (within the time period permitted for cure in Section 11) all Senior Loan Events of Default and, with respect to any then existing non-monetary Senior Loan Event of Default that is caused by the Borrower's failure to deliver financial statements, Senior Lender will not take any of the actions set forth in clauses (as defined in the Loan Documentsa)(i)(l) under the Loan, except that under no conditions shall clause through (ia)(i)(14) (with respect to increase principal amount only), or clause (viii) be modified above without the written consent of Subordinated Mezzanine Lender. None of the foregoing restrictions shall limit the right of Senior Lender to waive compliance, or forbear from exercising any remedies for any failure to comply, with any of the terms and provisions of the Senior Loan Documents or to take Protective Actions or make Protective Advances. (iii) In addition and notwithstanding the foregoing provisions of this Section 27(a), any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances by the LenderSenior Lender expressly permitted by the terms of the Senior Loan Documents, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene constitute Senior Loan Modifications prohibited by this Section 7(a). (b) Mezzanine Lender shall have the right to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a "Mezzanine Loan Modification") of the Mezzanine Loan or the Mezzanine Loan Documents subject to the following conditions: (i) Mezzanine Lender shall have the right to effect a Mezzanine Loan Modification except that, unless otherwise provided in Section 7(b)(ii) below, no such Mezzanine Loan Modification shall, without the prior written consent of Senior Lender: (1) increase the principal amount of the Mezzanine Loan, except that the capitalization of unpaid interest shall not be subject to this limitation, (2) increase the interest rate payable under the Mezzanine Loan by more than two hundred (200) basis points, except that any fees charged by Mezzanine Lender in connection with any Mezzanine Loan Modification shall not be characterized as interest for purposes of this clause (2) or clause (3), (3) provide for the payment of any contingent interest, additional interest or so-called "kicker" feature (or other similar equity participation), unless all such additional amounts are expressly due and payable only after the Senior Loan has been paid in full, (4) increase in any other material respect (other than as permitted by clauses (1), (2) and (3) above) any monetary obligations of Mezzanine Borrowers under the Mezzanine Loan Documents, (5) extend the maturity date of the Mezzanine Loan by more than two (2) years, or (6) convert or exchange the Mezzanine Loan into or for any other indebtedness or subordinate any of the Mezzanine Loan to any indebtedness of Mezzanine Borrowers. (ii) Notwithstanding anything to the contrary contained in Section 7(b)(i) above, if an Event of Default exists under the Mezzanine Loan Documents, Mezzanine Lender may effect a Mezzanine Loan Modification in connection with a work-out or other surrender, compromise, release, renewal or modification of the Mezzanine Loan, except that (A) no such Mezzanine Loan Modification shall, without the prior written consent of Senior Lender: (1) increase the principal amount of the Mezzanine Loan, except that the capitalization of unpaid interest shall not be subject to this limitation, (2) increase the interest rate payable under the Mezzanine Loan by more than two hundred (200) basis points, except that any fees charged by Mezzanine Lender in connection with any Mezzanine Loan Modification shall not be characterized as interest for purposes of this clause (2), (3) shorten the maturity date of the Mezzanine Loan. (iii) In addition and notwithstanding the foregoing provisions of this Section 7(b), any amounts funded by the Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Mezzanine Lender expressly permitted by the terms of the Mezzanine Loan Documents, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not constitute Mezzanine Loan Modifications prohibited by this Section 7(b). (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within five (5) Business Days after any of such applicable instruments have been executed by Senior Lender. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Mezzanine Lender) within five (5) Business Days after any of such applicable instruments have been executed by Mezzanine Lender.

Modifications, Amendments, Etc. Lender (a) Administrative Agent shall have the right without the consent of Subordinated Lender HHI Agent in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Loan or the Loan Credit Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Credit Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender Administrative Agent may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Credit Documents), (iv) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the ProjectCredit Parties, (vi) cross default modify or amend the Loan terms and provisions of Section 2.11 with any other indebtednessrespect to the manner, timing and method of the application of payments under the Credit Documents, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee, make-whole, premium or yield maintenance charge; provided, however, in no event shall Lender Administrative Agent be obligated to obtain Subordinated LenderHHI Agent’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence of a an Event of Default (as defined in the Loan Documents) under the LoanDefault, except that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viiivii) be modified without the written consent of Subordinated LenderHHI Agent. In addition and notwithstanding the foregoing provisions of this Section 211.9, any amounts funded by the Lender Administrative Agent under the Loan Credit Documents as a result of (A) the Administrative Agent making of any protective advances or other advances by incurring expenses in accordance with the LenderSenior Credit Agreement, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 211.9(a). (b) HHI Agent shall have the right without the consent of Administrative Agent in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “HHI Loan Modification”) of the HHI Loan or the HHI Loan Documents provided that no such HHI Loan Modification shall (i) increase the interest rate or principal amount of the HHI Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the HHI Loan Documents, (iii) extend or shorten the scheduled maturity date of the HHI Loan (except that HHI Agent may permit Borrower to exercise any extension options in accordance with the terms and provisions of the HHI Loan Documents), (iv) convert or exchange the HHI Loan into or for any other indebtedness or subordinate any of the HHI Loan to any indebtedness of Borrower, or (v) cross default the HHI Loan with any other indebtedness other than the Loan. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the HHI Loan Documents, HHI Agent shall be permitted to modify or amend the HHI Loan Documents in connection with a work-out or other 100 #200345476_v12 surrender, compromise, release, renewal or modification of the HHI Loan except that under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) be modified without the written consent of the Administrative Agent. In addition and notwithstanding the foregoing provisions of this Section 11.9(b), any amounts funded by the HHI Agent under the HHI Loan Documents as a result of (A) HHI Agent making advances or incurring expenses in accordance with the HHI Credit Agreement, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 11.9(b). (c) Administrative Agent shall deliver to HHI Agent copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Credit Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Administrative Agent) within a reasonable time after any of such applicable instruments have been executed by Administrative Agent. (d) HHI Agent shall deliver to Administrative Agent copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the HHI Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by HHI Agent) within a reasonable time after any of such applicable instruments have been executed by HHI Agent.

Modifications, Amendments, Etc. (a) Senior Lender shall have the right without the consent of Subordinated Mezzanine Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or the Senior Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal amount of the LoanSenior Loan except for, subject to Senior Lender’s compliance with the terms of Section 11 hereof, increases in principal to cover work-out costs (including closing costs in connection therewith) and Protective Advances made by Senior Lender, (ii) increase in any other material respect any monetary obligations of Borrower under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documentsother than by acceleration), (iv) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Borrower, (v) amend or modify the provisions of the Senior Loan Documents limiting transfers of of, direct or indirect interests in the Borrower or the ProjectPremises, (vi) modify or amend the terms and provisions of the Senior Loan Cash Management Agreement with respect to the amount, manner, timing and method of the application of or order of priority of payments under the Senior Loan Documents, (vii) cross default the Senior Loan with any other indebtedness, (viiviii) obtain any direct or indirect equity interest in Borrower or Mezzanine Borrower or provide for any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, Premises (or other similar equity participation), or (viiiix)(A) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or (B) impose any prepayment fee or premium, exit fee or yield maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of any such prepayment fee, premium premium, exit fee or yield maintenance charge, (x) modify any of the provisions of Article V or of the definition section of the Senior Mortgage relating to cash management and reserves and the amounts to be deposited into such accounts; (xi) spread the lien of the Senior Mortgage to encumber additional real property unless expressly provided for in the Mortgage Loan Documents; (xii) modify any default provisions or the definition of Event of Default or shorten any cure periods under the Senior Loan Documents; or (xiii) modify any provision of the Senior Loan Documents with respect to the payment of proceeds of any casualty or condemnation under a power of eminent domain of the Premises or any portion thereof; provided, however, in no event shall Senior Lender be obligated to obtain Subordinated Mezzanine Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Senior Loan during the existence of an a Continuing Senior Loan Event of Default (as defined in the Loan Documents) under the LoanDefault, except that (A) under no conditions shall the matters addressed in clause (i) (with respect to increase principal amount only), or clause (viiix) be modified without the written consent of Subordinated Mezzanine Lender and (B) if Mezzanine Lender has cured or is in the process of curing (within the time period permitted for cure in Section 11 and in all events, subject to the terms and conditions of Section 11) any Senior Loan Event of Default that Mezzanine Lender is capable of curing and with respect to non-monetary Senior Loan Events of Default that Mezzanine Lender is not capable of curing, if such non-monetary Senior Loan Events of Default will not materially adversely affect the value, use or operation of the Premises or the priority of Senior Lender’s lien thereon (as determined by Senior Lender in its reasonable discretion) or the cash flow from the Premises (as determined by Senior Lender in its reasonable discretion) and if Mezzanine Lender is diligently and expeditiously pursuing its remedies to acquire the Equity Collateral pursuant to the Mezzanine Loan Documents, Senior Lender will not take any of the actions set forth in clauses (i) through (xiii) above without the written consent of Mezzanine Lender, not to be unreasonably withheld, delayed or conditioned. In addition and notwithstanding the foregoing provisions of this Section 27(a), the funding of any amounts funded by the Senior Lender under the Senior Loan Documents and in accordance with this Agreement as a result of (A) the making of any protective advances Protective Advances or other advances by the Senior Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 27(a). (b) Mezzanine Lender shall have the right without the consent of Senior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Mezzanine Loan Modification”) of the Mezzanine Loan or the Mezzanine Loan Documents provided that no such Mezzanine Loan Modification shall (i) increase the interest rate or principal amount of the Mezzanine Loan except for, subject to Mezzanine Lender’s compliance with the terms of Section 11 hereof, increases in principal to cover work-out costs (including costs in connection therewith) and Protective Advances made by Mezzanine Lender, (ii) increase in any other material respect any monetary obligations of Mezzanine Borrower under the Mezzanine Loan Documents, (iii) extend or shorten the scheduled maturity date of the Mezzanine Loan (other than by acceleration upon an Event of Default under the Mezzanine Loan Documents, except that Mezzanine Lender may permit Mezzanine Borrower to exercise any extension options in accordance with the terms and provisions of the Mezzanine Loan Documents), (iv) convert or exchange the Mezzanine Loan into or for any other indebtedness or subordinate any of the Mezzanine Loan to any indebtedness of Mezzanine Borrower, (v) provide for any additional contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Premises or (vi) cross default the Mezzanine Loan with any indebtedness other than the Senior Loan. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Mezzanine Loan Documents, Mezzanine Lender shall be permitted to modify or amend the Mezzanine Loan Documents in connection with a work-out or other surrender, compromise, release, renewal or modification of the Mezzanine Loan, provided that any modification or amendment of the type described in clause (i) (with respect to increases in the principal amount only), clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) shall not be permitted without the prior written consent of Senior Lender unless, with respect to clause (i), clause (ii) or clause (v), any additional payments, monetary obligations or interest shall not be payable until the Senior Loan has been paid in full. In addition and notwithstanding the foregoing provisions of this Section 7(b), the following shall not be deemed to contravene this Section 7(b): (w) the funding of any amounts by Mezzanine Lender under the Mezzanine Loan Documents as a result of (A) the making of any Protective Advances or other advances by Mezzanine Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), (x) increases to the interest rate and/or principal payments set forth in the Mezzanine Loan Documents over and above that set forth in the Mezzanine Loan Documents on the date hereof which are agreed to by Mezzanine Borrower in connection with a work-out or other surrender, compromise, release, renewal or modification of the Mezzanine Loan following the occurrence of an Event of Default thereunder, provided any such increased interest or principal payments are not due and payable until such time as the Senior Loan is paid in full, and provided no Continuing Senior Loan Event of Default exists, Mezzanine Lender shall be permitted to retain excess net cash flow that would otherwise be payable to Borrower or Mezzanine Borrower and to apply same to reduce the outstanding principal balance of the Mezzanine Loan or to pay deferred interest under the Mezzanine Loan, (y) the granting of any other collateral (including guaranties) given as security for the Mezzanine Loan which does not directly constitute security for the Senior Loan, or (z) modifications to any guaranty of either Mezzanine Loan in connection with a work-out of the Mezzanine Loan following an Event of Default thereunder shall not be deemed to contravene this Section 7(b). (c) Senior Lender shall deliver to Mezzanine Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender) within a reasonable time after any of such applicable instruments have been executed by Senior Lender. (d) Mezzanine Lender shall deliver to Senior Lender copies of any and all modifications, amendments, extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the Mezzanine Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Mezzanine Lender) within a reasonable time after any of such applicable instruments have been executed by Mezzanine Lender. (e) Mezzanine Lender shall consent to the amendment or modification of Mezzanine Borrower’s or Borrower’s organizational documents upon reasonable request by Senior Lender in order to satisfy requests made by the Rating Agencies rating any Certificates, provided that such amendment or modification does not have a material adverse effect on the Mezzanine Loan, or the perfection, lien or priority of the Mezzanine Loan Documents, and the costs and expenses thereof are not payable by Mezzanine Lender.

Modifications, Amendments, Etc. Lender shall have (a) The Senior Loan Documents may be amended, supplemented, restated, modified, replaced, extended or renewed (including by consent or waiver) in accordance with their terms and the right without the consent of Subordinated Lender Senior Loans may be Refinanced, in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement whole or waiver in part (collectively, a “Senior Loan Modification”) of the Loan ), in each case without notice to, or the Loan Documents consent of, the Subordinated Administrative Agent or the other Subordinated Secured Parties and without affecting the subordination and other provisions of this Agreement; provided that no (i) the holders of any such Refinancing Indebtedness agree to be bound by the provisions of this Agreement pursuant to an agreement that is reasonably satisfactory to the Subordinated Administrative Agent, and (ii) such Senior Loan Modification or Refinancing shall not: (iA) increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Senior Loans by more than 2.00% per annum (excluding increases (x) resulting from application of the pricing grid set forth in the Senior Lien Credit Agreement as in effect on the date hereof or (y) resulting from the accrual of interest at the default rate) or re-characterize principal payments as interest, fees or other amounts, (B) increase the aggregate principal amount of the LoanSenior Loans (when added to the total amount of Protective Advances made by the Senior Secured Parties) in excess of the lesser of (1) $243,500,000 and (2) an aggregate principal amount of Senior Loans such that the Senior Loan to Value Ratio (as defined in the Senior Credit Agreement as of the date hereof) does not exceed 62% minus the aggregate principal amount of repayments and prepayments on the Senior Loans after the date hereof (excluding any repayment, prepayment, satisfaction or other reduction pursuant to a Refinancing of the Senior Obligations) (the “Senior Cap Amount”), (iiC) increase in any other material respect any monetary obligations of Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents)Senior Loans, (ivD) convert or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge other than those fees and charges provided for in the Senior Credit Agreement as in effect on the date hereof, (E) amend, modify or increase waive Article IX of the Senior Credit Agreement, including any of the provisions of the Senior Credit Agreement relating to the deposits into or the withdrawals from the Revenue Account, (F) amend or modify Section 8.1.5 of the Senior Credit Agreement or (G) contravene the provisions of this Agreement. Upon any Refinancing of the Senior Loans in accordance with the foregoing provisions, (1) the Indebtedness incurred in connection with such Refinancing shall constitute Senior Obligations, (2) the holders of such Senior Obligations shall constitute Senior Lenders, (3) the principal documents governing such Indebtedness or pursuant to which such Indebtedness is issued shall constitute the Senior Credit Agreement and the documents and instruments executed in connection with such new Indebtedness shall constitute Senior Loan Documents and (4) the Person to whom Liens on the Common Collateral are granted to secured the Indebtedness so Refinanced shall constitute the Senior Administrative Agent. Notwithstanding clause (B)(2), the Senior Cap Amount shall under no circumstances be less than the aggregate principal amount of the Senior Loans on the date hereof minus the aggregate principal amount of repayments and prepayments on the Senior Loans after the date hereof (excluding any repayment, prepayment, satisfaction or other reduction pursuant to a Refinancing of the Senior Obligations). (b) The Subordinated Loan Documents may be amended, supplemented, restated, modified, replaced, extended or renewed (including by consent or waiver) in accordance with their terms and the Subordinated Loans may be Refinanced, in whole or in part (collectively, a “Subordinated Loan Modification”), in each case without notice to, or the consent of, the Senior Administrative Agent or the other Senior Secured Parties and without affecting the subordination and other provisions of this Agreement; provided that (i) the holders of any such Refinancing Indebtedness agree to be bound by the provisions of this Agreement pursuant to an agreement that is reasonably satisfactory to the Senior Administrative Agent, and (ii) such Subordinated Loan Modification or Refinancing shall not: (A) increase the interest rate applicable to the Subordinated Loans by more than 2.00% per annum (excluding increases or (y) resulting from the accrual of interest at the default rate) or re-characterize principal payments as interest, fees or other amounts, (B) increase the aggregate principal amount of the Subordinated Loans (when added to the total amount of Protective Advances made by the Subordinated Secured Parties) in excess of $184,000,000 minus the aggregate principal amount of repayments and prepayments on the Subordinated Loans after the date hereof (excluding any increases in such principal amount as a result of the capitalization of interest payments pursuant to Section 3.2.1 of the Subordinated Credit Agreement and any repayment, prepayment, satisfaction or other reduction pursuant to a Refinancing of the Senior Obligations) (the “Subordinated Cap Amount”), (C) shorten the scheduled maturity date of the Subordinated Loans, (D) require the payment of a prepayment fee, fee or premium or yield maintenance charge; providedcharge other than those fees and charges provided for in the Subordinated Credit Agreement as in effect on the date hereof, however(E) make more restrictive any financial covenant (other than any changes to the financial covenants to mirror any change or addition made to the Senior Loan Documents following the date hereof), (F) change any default or Event of Default under the Subordinated Loan Documents (other than (x) to eliminate any such default or Event of Default, (y) increase any grace period or (z) mirror any change made to the Senior Loan Documents following the date hereof to the extent that such amendment to the Subordinated Loan Documents is no more restrictive than the corresponding defaults or Events of Default in the Senior Loan Documents) or add any additional defaults or Events of Default, (G) increase materially the obligations of any Loan Party under the Subordinated Loan Documents or confer any additional material rights to the Subordinated Secured Parties (or a representative on their behalf) which would be materially adverse to any Loan Party or Senior Secured Party, in no event shall Lender be obligated each case after taking into account all such amendments, supplements, restatements, modifications, extensions, renewals and Refinancings, (H) amend, modify or waive Article IX of the Subordinated Credit Agreement, including any of the provisions of the Subordinated Credit Agreement relating to obtain Subordinated Lender’s consent to a Senior Loan Modification the deposits into or the withdrawals from the Equity Raise Account, or (I) in the case of a work-out or other surrender, compromise, release, renewalRefinancing only (x) shorten the average life to maturity of the Subordinated Loans from the average life to maturity of the Subordinated Loans as of the date thereof to the terms of this Agreement, or indulgence relating (y) result in Refinancing Indebtedness containing terms that are no less favorable in the aggregate to the Loan during Parties and the existence Senior Lenders than the terms contained in the Subordinated Loan Documents, or (J) contravene the provisions of an Event this Agreement. Upon any Refinancing of Default the Subordinated Loans in accordance with the foregoing provisions, (1) the Indebtedness incurred in connection with such Refinancing shall constitute Subordinated Obligations, (2) the holders of such Subordinated Obligations shall constitute Subordinated Lenders, (3) the principal documents governing such Indebtedness or pursuant to which such Indebtedness is issued shall constitute the Subordinated Credit Agreement and the documents and instruments executed in connection with such new Indebtedness shall constitute Subordinated Loan Documents and (4) the Person to whom Liens on the Common Collateral are granted to secured the Indebtedness so Refinanced shall constitute the Subordinated Administrative Agent. (c) In the event the Senior Administrative Agent or any other Senior Secured Party and the relevant Loan Party enter into any Senior Loan Modification for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any of the Security Agreement, the Mortgages, the Recognition Agreements, the Collateral Assignment of Material Agreements, the Timber Manager Subordination Agreement, the Deposit Account Control Agreements or the Landlord Estoppel Certificates (as such terms are defined in the Senior Credit Agreement as in effect on the date hereof), or changing in any manner the rights of the Senior Administrative Agent, such other Senior Secured Parties, any Borrower or any other Loan DocumentsParty thereunder, then such Senior Loan Modification shall apply automatically to any comparable provision of the comparable Subordinated Loan Document (or, if the Subordinated Administrative Agent is a party to any such agreement that is a subject of a Senior Loan Modification, such Senior Loan Modification shall apply to such agreement) under without the Loanconsent of the Subordinated Administrative Agent or the other Subordinated Secured Parties and without any action by the Subordinated Administrative Agent, except the other Subordinated Secured Parties, any Borrower or any other Loan Party, provided that under no conditions shall clause (i) (with respect to increase principal amount only), or clause (viii) be modified without no such Senior Loan Modification shall have the written consent of Subordinated Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result effect of (A) removing or releasing assets subject to the making Lien of any protective advances the Subordinated Loan Documents, except to the extent that a release of such Lien is permitted or other advances required by Section 7 and provided that there is a corresponding release of such Lien securing the Lender, or Senior Obligations; (B) interest accruals imposing duties on the Subordinated Administrative Agent without its consent; (C) permitting other Liens on the Common Collateral not permitted under the terms of the Subordinated Loan Documents or accretions Section 6; or (D) being prejudicial to the interests of the Subordinated Secured Parties to a greater extent than the Senior Secured Parties; and any compounding thereof (including default interest)ii) notice and a copy of such amendment, waiver or consent shall have been given to the Subordinated Administrative Agent within 10 Business Days after the effective date of such amendment, waiver or consent (provided that the failure to give such notice shall not be deemed affect the obligations of the Subordinated Administrative Agent and the other Subordinated Secured Parties under this Agreement). (d) The Senior Administrative Agent shall deliver to contravene this Section 2the Subordinated Administrative Agent copies of any and all Senior Loan Modifications (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by the Senior Lenders) within five Business Days prior to any of such applicable instruments being executed by the Senior Administrative Agent or the Senior Lenders. (e) The Subordinated Administrative Agent shall deliver to the Senior Administrative Agent copies of any and all Subordinated Loan Modifications (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by the Subordinated Lenders) within five Business Days prior to any of such applicable instruments being executed by the Subordinated Administrative Agent or Senior Lenders.