Common use of Modifications, Amendments, Etc Clause in Contracts

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.

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. 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 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, in no event that the prior written consent of Mezzanine Lender shall Lender be obligated to obtain Subordinated Lender’s consent to a 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 case Senior Loan Cap or (ii) extending the maturity date of a work-out 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 other surrender, compromise, release, renewal, refrain from declaring or indulgence relating to the Loan during the existence of an enforcing any Senior Event of Default or any other provision of the Senior Loan Documents or (as defined in the Loan DocumentsB) under the Loangrant forbearances and extensions for performance, except that under no conditions shall clause (i) (with respect to increase principal amount only)waivers of covenants, and consents, or clause (viii) 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 modified without the written consent deemed to give rise to any claim or cause of Subordinated action by Xxxxxxxxx Xxxxxx against Senior Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any Any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (AX) the making of any protective advances Protective Advances or other advances by the Lender, Senior Lender or (BY) 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 contravene be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Section 2Agreement. 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 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. Notwithstanding any provision of the Mezzanine Loan Documents to the contrary, Xxxxxxxxx Xxxxxx agrees that neither a Senior Loan Modification or an Enforcement Action permitted hereunder shall give rise to a default under the Mezzanine Loan Documents, and Mezzanine Lender shall not notice or otherwise declare a default under the Mezzanine Loan Documents on the basis of any such permitted Senior Loan Modification or Enforcement Action.

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, in no event that the prior written consent of Mezzanine Lender shall Lender be obligated to obtain Subordinated Lender’s consent to a 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 case Senior Loan Cap or (ii) extending the maturity date of a work-out 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 other surrender, compromise, release, renewal, refrain from declaring or indulgence relating to the Loan during the existence of an enforcing any Senior Event of Default or any other provision of the Senior Loan Documents or (as defined in the Loan DocumentsB) under the Loangrant forbearances and extensions for performance, except that under no conditions shall clause (i) (with respect to increase principal amount only)waivers of covenants, and consents, or clause (viii) 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 modified without the written consent deemed to give rise to any claim or cause of Subordinated action by Mezzanine Lender against Senior Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any Any amounts funded by the Senior Lender under the Senior Loan Documents as a result of (AX) the making of any protective advances Protective Advances or other advances by the Lender, Senior Lender or (BY) 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 contravene be an “Enforcement Action” or to involve any “Senior Loan Modification” or constitute any action that is restricted under this Section 2Agreement. 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 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. Notwithstanding any provision of the Mezzanine Loan Documents to the contrary, Mezzanine Lender agrees that neither a Senior Loan Modification or an Enforcement Action permitted hereunder shall give rise to a default under the Mezzanine Loan Documents, and Mezzanine Lender shall not notice or otherwise declare a default under the Mezzanine Loan Documents on the basis of any such permitted Senior Loan Modification or Enforcement Action.

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.

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, (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 modify or amend the period during which voluntary prepayments are prohibited or during which prepayments require the payment definitions of a prepayment fee or premium or yield maintenance charge or increase the amount of any such prepayment fee“Capital Expenditures”, premium or yield maintenance charge; provided“Cash Trap Event”, however“Cash Trap Event Cure”, 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“Cash Trap Event Period”, 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. (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).

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) Lender 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).

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.

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) Lender shall have 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 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 other than those fees and charges provided for in the case Senior Credit Agreement as in effect on the date hereof, (E) amend, modify or waive Article IX of a work-out or other surrenderthe Senior Credit Agreement, compromise, release, renewal, or indulgence including any of the provisions of the Senior Credit Agreement relating to the Loan during deposits into or the existence withdrawals from the Revenue Account, (F) amend or modify Section 8.1.5 of an Event of Default the Senior Credit Agreement or (as defined in G) contravene 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 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, any amounts funded by (3) the Lender under 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 as a result of and (A4) the making 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 protective advances repayment, prepayment, satisfaction or other advances by reduction pursuant to a Refinancing of the Lender, or (B) interest accruals or accretions and any compounding thereof (including default interestSenior Obligations), shall not be deemed to contravene this Section 2.

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. (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 (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 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).

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, EXECUTION VERSION 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) extend amend or modify the period during which voluntary prepayments are prohibited definition of Eligible Assignee set forth in the Senior Loan Agreement or during which prepayments require amend or modify the payment provisions of a prepayment fee or premium or yield maintenance charge or increase the amount Senior Loan Agreement relating to the replacement of any such prepayment fee, premium or yield maintenance chargethe Agent; provided, however, in no event 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 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 Senior Loan during the existence of an Event of Default (as defined in with respect to the Loan Documents) under the Senior Loan, except that (A) under no conditions 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 (viiiix) be modified made without the written consent of Subordinated Lendereach 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 28(a), any amounts funded by Senior Lender pursuant to the Lender under the Senior Loan Documents as a result of (A) the making of any protective advances Protective Advances or other advances Advances by the LenderSenior 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 28(a).

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. 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 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).