Common use of Monetary Default Clause in Contracts

Monetary Default. The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) the definition of “Sequential Pay Event,” (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (3) treating the Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicable.

Monetary Default. The If the default identified in the Senior Loan Default Notice is a monetary default relating to any scheduled payment of principal or interest or the payment of any other liquidated sum of money, Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) Lenders shall have (1) in the rightcase of any Junior Lender that is an Affiliate Lender, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary later of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice and (b) expiration of the Senior Borrower’s cure period, if any, to cure such monetary default or (2) in all other cases, until ten (10) Business Days after the later of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice and (b) expiration of the Senior Borrower’s cure period, if any, to cure such monetary default (the periods for effecting any such monetary cure set forth in the preceding subclauses (1) or (2), as applicable, a “Monetary Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder); provided, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Notehowever, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurredJunior Lender elects to cure such monetary default, retained such Junior Lender hereby agrees (x) to indemnify, defend and applied hold harmless Senior Lender for all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any pooling and/or servicing agreement applicable to the cure Senior Loan to the extent imposed on, incurred by or asserted against Senior Lender due to or arising from such Monetary Cure Period, (y) without duplication of the foregoing, to reimburse Senior Lender for any interest charged by Senior Lender or the servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances during the Monetary Cure Period arising under the applicable pooling and/or servicing agreement, and (z) if the monetary default is not cured within the Monetary Cure Period but is thereafter cured by a Junior Lender, to pay Senior Lender the excess of interest accruing at the Default Rate (as defined in the Senior Loan Agreement) (without duplication) over interest accruing at the Applicable Interest Rate (as defined in the Senior Loan Agreement) under the Senior Loan for the number of days beyond the expiration of such Monetary Default in accordance with Cure Period that the terms hereof, or default to which such Monetary Cure Period (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If ) related continued uncured, less any amounts paid by such Junior Lender under (y) above (provided, however, that if such Junior Lender is an Affiliate Lender, then such Affiliate Lender shall, in all cases regardless of when the amount of a cure payment tendered by monetary default is cured, be obligated to pay interest at the Junior Noteholder or its Operating Advisor in accordance with this Section 11(aDefault Rate under (and as defined in) is less than and any late charges under the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(aSenior Loan Documents). If the amount of a cure payment tendered by the A Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return Lender (except if such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it Lender is permitted to effect a cure hereunderan Affiliate Lender) shall not be required, in order to effect a cure hereunderhereunder during the Monetary Cure Period, to pay any default interest or late charges or (other than the cure by a Junior Lender of a default in the payment of the Senior Loan in full on the maturity date thereof) any interest at the Default Rate under (and as defined in) the Senior Loan Documents (irrespective of any cure of such default by a Junior Lender pursuant to the provisions of this Agreement), and no late charges or interest at the Default Rate shall accrue against such Junior Lender for such period. There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Junior Lender has cured such monetary default) unless such Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Junior Lender’s Equity Collateral, in which case such Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the occurrence of any voluntary or involuntary Proceeding involving Senior Borrower (such additional monetary cure period, an “Extended Monetary Cure Period”). In the event more than one Junior Lender cures any monetary default in accordance with the terms of this Section, Senior Lender hereby agrees (x) to accept the cure from the junior most Junior Lender and (y) to return funds tendered by Senior Junior Lender(s) to such Senior Junior Lender(s) within three (3) Business Days of accepting such cure from the junior most Junior Lender. The cure period for a Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if one Junior Lender has satisfied the conditions for an Extended Monetary Cure Period with respect to defaults involving monthly scheduled interest and principal payments as set forth above and thereafter ceases to qualify for such Extended Monetary Cure Period (either by failing to make cure payments or failing to diligently pursue its rights against its Equity Collateral) then (A) such Junior Lender’s cure rights with respect to all monetary defaults shall immediately terminate (unless Senior Borrower shall have cured all defaults and reinstated the Senior Loan in good standing) and (B) notwithstanding any of the other Junior Lender’s earlier election not to cure the defaults involving monthly scheduled interest and principal payments, such other Junior Lenders shall be entitled to succeed to all rights under the Mortgage Loan Documents. So existing Extended Monetary Cure Period, upon written notice to the Senior Lender, so long as such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral, makes all cure payments and otherwise satisfies the provisions of this Section 12. If the default referenced in a Monetary Senior Loan Default exists for which a cure payment permitted hereunder Notice has been cured such that there is timely made, such Monetary Default shall not be treated as no longer an Event of Default by under the Lead Securitization Noteholder Senior Loan Documents, the Junior Lenders shall have the same Monetary Cure Period (or any Servicer on its behalf) (including for purposes of determined consistently with subclauses (1) the definition of “Sequential Pay Event,” and (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking first sentence of title by deed-in-lieu of foreclosure or other similar legal proceedings this subparagraph (i)) with respect to the Mortgaged Property; or (3) treating the Mortgage any future Senior Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicableDefault Notice.

Monetary Default. The If the default identified in the Senior Loan Default Notice is a monetary default relating to (1) any scheduled payment of principal or interest, or (2) the payment of any other liquidated sum of money, Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) Lenders shall have until ten (10) Business Days after the rightlater of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice or (b) expiration of the Senior Borrower's cure period, but not the obligationif any, to cure such monetary default (a "Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder"); provided, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Notehowever, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurredJunior Lender elects to cure such monetary default, retained such Junior Lender hereby agrees (x) to indemnify, defend and applied hold harmless Senior Lender for all cost, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any pooling and servicing agreement applicable to the cure Senior Loan to the extent imposed on, incurred by or asserted against Senior Lender due to or arising from such Monetary Cure Period, (y) without duplication of the foregoing, to reimburse Senior Lender for any interest charged by Senior Lender or the servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances during the Monetary Cure Period arising under the applicable pooling and servicing agreement, and (z) if the monetary default is not cured within the Monetary Cure Period but is thereafter cured by a Junior Lender, to pay Senior Lender the excess of interest accruing at the Default Rate (without duplication) over interest accruing at the Interest Rate under the Senior Loan for the number of days beyond the expiration of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a)that the default to which such Monetary Cure Period related continued uncured, less any amounts paid by such Junior Lender under (y) above. If the amount of a cure payment tendered by the A Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) Lender shall not be required, in order to effect a cure hereunderhereunder during the Monetary Cure Period, to pay any default interest or late charges or (other than the cure by a Junior Lender of a default in the payment of the Senior Loan in full on the maturity date thereof) any interest at the Default Rate under the Mortgage Senior Loan DocumentsDocuments (irrespective of any cure of such default by a Junior Lender pursuant to the provisions of this Agreement), and no late charges or interest at the Default Rate shall accrue against such Junior Lender for such period. So There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Junior Lender has cured such monetary default) unless such Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Junior Lender's Equity Collateral, in which case such Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the occurrence of any voluntary or involuntary Proceeding involving Senior Borrower (such additional monetary cure period, an "Extended Monetary Cure Period"). In the event more than one Junior Lender cures any monetary default in accordance with the terms of this Section, Senior Lender hereby agrees (x) to accept the cure from the junior most Junior Lender and (y) to return to any Senior Junior Lender(s) within three (3) Business Days of accepting such cure from the junior most Junior Lender any funds tendered by the Senior Junior Lender(s). The cure period for a Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if one Junior Lender has satisfied the conditions for an Extended Monetary Cure Period with respect to defaults involving monthly scheduled interest and principal payments as set forth above and thereafter ceases to qualify for such Extended Monetary Cure Period (either by failing to make cure payments or failing to diligently pursue its rights against its Equity Collateral) then (A) such Junior Lender's cure rights with respect to all monetary defaults shall immediately terminate (unless Borrower shall have cured all defaults and reinstated the Senior Loan in good standing) and (B) notwithstanding any of the other Junior Lender's earlier election not to cure the defaults involving monthly scheduled interest and principal payments, such other Junior Lenders shall be entitled to succeed to all rights under the existing Extended Monetary Cure Period, upon written notice to the Senior Lender, so long as such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral, makes all cure payments and otherwise satisfies the provisions of this Section 12. If the default referenced in a Monetary Senior Loan Default exists for which a cure payment permitted hereunder Notice has been cured such that there is timely made, such Monetary Default shall not be treated as no longer an Event of Default by under the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) Senior Loan Documents, the definition of “Sequential Pay Event,” (2) accelerating Junior Lenders shall have the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings same Monetary Cure Period with respect to the Mortgaged Property; or (3) treating the Mortgage any future Senior Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicableDefault Notice.

Monetary Default. The If the default identified in the Senior Loan Default Notice is a monetary default relating to (1) any scheduled payment of principal or interest, or (2) the payment of any other liquidated sum of money, Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) Lenders shall have until ten (10) Business Days after the rightlater of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice or (b) expiration of the Senior Borrower’s cure period, but not the obligationif any, to cure such monetary default (a “Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder); provided, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Notehowever, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurredJunior Lender elects to cure such monetary default, retained such Junior Lender hereby agrees (x) to indemnify, defend and applied hold harmless Senior Lender for all cost, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any pooling and servicing agreement applicable to the cure Senior Loan to the extent imposed on, incurred by or asserted against Senior Lender due to or arising from such Monetary Cure Period, (y) without duplication of the foregoing, to reimburse Senior Lender for any interest charged by Senior Lender or the servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances during the Monetary Cure Period arising under the applicable pooling and servicing agreement, and (z) if the monetary default is not cured within the Monetary Cure Period but is thereafter cured by a Junior Lender, to pay Senior Lender the excess of interest accruing at the Default Rate (without duplication) over interest accruing at the Interest Rate under the Senior Loan for the number of days beyond the expiration of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a)that the default to which such Monetary Cure Period related continued uncured, less any amounts paid by such Junior Lender under (y) above. If the amount of a cure payment tendered by the A Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) Lender shall not be required, in order to effect a cure hereunderhereunder during the Monetary Cure Period, to pay any default interest or late charges or (other than the cure by a Junior Lender of a default in the payment of the Senior Loan in full on the maturity date thereof) any interest at the Default Rate under the Mortgage Senior Loan DocumentsDocuments (irrespective of any cure of such default by a Junior Lender pursuant to the provisions of this Agreement), and no late charges or interest at the Default Rate shall accrue against such Junior Lender for such period. So There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Junior Lender has cured such monetary default) unless such Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Junior Lender’s Equity Collateral, in which case such Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the occurrence of any voluntary or involuntary Proceeding involving Senior Borrower (such additional monetary cure period, an “Extended Monetary Cure Period”). In the event more than one Junior Lender cures any monetary default in accordance with the terms of this Section, Senior Lender hereby agrees (x) to accept the cure from the junior most Junior Lender and (y) to return to any Senior Junior Lender(s) within three (3) Business Days of accepting such cure from the junior most Junior Lender any funds tendered by the Senior Junior Lender(s). The cure period for a Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if one Junior Lender has satisfied the conditions for an Extended Monetary Cure Period with respect to defaults involving monthly scheduled interest and principal payments as set forth above and thereafter ceases to qualify for such Extended Monetary Cure Period (either by failing to make cure payments or failing to diligently pursue its rights against its Equity Collateral) then (A) such Junior Lender’s cure rights with respect to all monetary defaults shall immediately terminate (unless Borrower shall have cured all defaults and reinstated the Senior Loan in good standing) and (B) notwithstanding any of the other Junior Lender’s earlier election not to cure the defaults involving monthly scheduled interest and principal payments, such other Junior Lenders shall be entitled to succeed to all rights under the existing Extended Monetary Cure Period, upon written notice to the Senior Lender, so long as such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral, makes all cure payments and otherwise satisfies the provisions of this Section 12. If the default referenced in a Monetary Senior Loan Default exists for which a cure payment permitted hereunder Notice has been cured such that there is timely made, such Monetary Default shall not be treated as no longer an Event of Default by under the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) Senior Loan Documents, the definition of “Sequential Pay Event,” (2) accelerating Junior Lenders shall have the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings same Monetary Cure Period with respect to the Mortgaged Property; or (3) treating the Mortgage any future Senior Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicableDefault Notice.

Monetary Default. The Junior Noteholder happening of one or more of the following events of default shall constitute a Non-Monetary Default: (while a) The occurrence of a material adverse change in the financial condition of any of the Borrowers; (b) If any representation or warranty made by Borrowers in any writing furnished in connection with or pursuant to the Loan Agreement by Borrower shall be false in any material respect on the date on which it was made; (c) If Borrowers default in the performance of any covenant contained in the Loan Agreement, or violates any other term, condition or representation contained in the Loan Agreement, the Note, or in any instrument, document or agreement related hereto or thereto; (d) If there are final judgments for the payment of money, which are outstanding against any of the Borrowers and any one of such judgments has been outstanding for more than ninety (90) days from the date of its entry and has not been discharged in full, stayed pending further proceedings or bonded; (e) If a receiver, liquidator or trustee of Borrowers of any material portion of their property, is appointed by court order and such order remains in effect for more than thirty (30) days; or any of the Controlling NoteholderBorrowers is adjudicated bankrupt or insolvent; or any material portion of the properties of any of the Borrowers is attached or sequestered by court order and such order remains in effect for more than sixty (60) days; or its Operating Advisor a petition is filed against any of the Borrowers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within sixty (while 60) days after such filing; (f) If any of the Junior Noteholder Borrowers files a petition in voluntary bankruptcy or seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; (g) If any of the Borrowers makes an assignment for the benefit of their creditors, or admits in writing their inability to pay their Debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of any of the Borrowers; (h) A majority of the outstanding voting securities of any of the Borrowers is owned by any person or entity, or any group of related persons or entities, other than any person or entity, or any group of related persons or entities, that has such ownership as of the Controlling Noteholderdate of the execution of the Loan Agreement; (i) shall have If any condition or situation occurs, which, in the rightsole determination of Bank, but not constitutes a danger or impairment to the obligationsecurity and/or repayment of the Loans; (j) The dissolution or insolvency of any of the Borrowers; (k) The market value of the Stock fluctuates to a level that exceeds the Margin Threshold, as defined in the Loan Agreement, and Borrowers fail to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending default within five (5) Business Days business days after receiving notification from the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Note, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure Bank of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) the definition of “Sequential Pay Event,” (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to the Mortgaged Property; or (3) treating the Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure shall be reimbursable to the Junior Noteholder under Section 3 or 4, as applicable.default;

Monetary Default. If any Partner (a "Defaulting Partner") shall fail to contribute its full share of capital contributions as required by this Agreement (such amount, the "Requested Amount") within the period provided, the Partnership shall retain the amount, if any as a capital contribution and the remaining Partners (the "Nondefaulting Partners"), in addition to any other remedies it may have hereunder or at law, shall have the right to make a loan (a "Capital Loan") to the Defaulting Partner by advancing the remaining amount due from the Defaulting Partner (such amount, the "Deficiency") to the Partnership as a capital contribution by the Defaulting Partner. (a) If one or more of the Nondefaulting Partners (the "Lending Partners") elects to make a Capital Loan pursuant to Section 16.1 herein, the Capital Loan shall bear interest at the rate of two (2) percent per annum in excess of the Prime Rate, and shall be repaid within ten (10) days after demand and shall be repaid whether or not the Lending Partners have demanded repayment of such Capital Loan, by the Defaulting Partner from all distributions which the Defaulting Partner would be entitled to receive but for this provision, such distributions to be credited first to any interest then due on the Capital Loan made to the Defaulting Partner with the balance of such distributions to be credited against the outstanding principal balance of such Capital Loan. Any interest due in any Fiscal Year on any Capital Loan which is not paid shall, to the extent not prohibited by law, be added to the principal amount of said Capital Loan at the end of such Fiscal Year. All Capital Loans made to a Defaulting Partner shall automatically become due and payable upon the transfer of the Defaulting Partner's interest in the Partnership. Each Lending Partner shall loan to the Defaulting Partner pursuant to this Section 16.2(a) an amount equal to the Deficiency multiplied by a fraction, the numerator of which shall equal the Percentage Interest held by such Lending Partner and the denominator of which shall equal the sum of the Percentage Interests of all of the Lending Partners. (b) The Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) Defaulting Partner shall have the right, but not the obligationat any time, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five (5repay in full or in part any Capital Loan(s) Business Days after receiving the second Monetary Default Notice (the “Cure Period”) and at no other times. At the time a payment is made to cure it by the Nondefaulting Partner (any such payment to be applied first to the interest accrued on such Capital Loan(s). (c) Subject to the requirements of the First Mortgage, each of the Limited Partners hereby pledge, transfer, assign and hypothecate their entire interest in the Partnership to each other Partner as security for the repayment of the aggregate amount of any and all Capital Loans. To the extent permitted under applicable law, this Agreement shall be deemed to be a Monetary Default "security agreement," as permitted hereunderdefined in the Uniform Commercial Code, as amended from time to time, and the Junior Noteholder (or its Operating Advisor) Nondefaulting Partner shall pay or reimburse have all of the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable rights and remedies of a secured party under the Uniform Commercial Code. Each Limited Partner hereby authorizes each other Partner to file UCC-1 Financing Statements evidencing this pledge and any continuation statements with respect to the Lead Securitization Note or any Non-Lead Securitization Note, including principal UCC-1 Financing Statements in form satisfactory to each other Partner without its signature whenever lawful and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurredupon request, the Junior Noteholder and its Operating Advisor shall each Limited Partner will execute such continuation statements. Subject to the requirements of the First Mortgage, the Nondefaulting Partners have the right (i) to send a written notice realize its security interest by selling, assigning, transferring, endorsing and delivering the Defaulting Partner's partnership interest at public or private sale. As an alternative to exercising the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing andpower of sale herein conferred upon it, if unless otherwise restricted under any of the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuingLoan Documents, the Junior Noteholder or its Operating Advisor Nondefaulting Partners may proceed with exercising by suit or suits at law or in equity to foreclose its cure rights as set forth herein, security interest under this Agreement and (ii) pending its receipt of sell the Defaulting Partner's interest or any written confirmation described in the foregoing clause (i), part thereof pursuant to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurred, retained and applied to the cure of such Monetary Default in accordance with the terms hereof, judgment or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount decree of a cure payment tendered by the Junior Noteholder court or courts having competent jurisdiction. (d) Each Limited Partner hereby designates each other Partner its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (to the extent it is permitted to effect a cure hereunder) shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) the definition of “Sequential Pay Event,” (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deedattorney-in-lieu of foreclosure fact to execute on its behalf all security agreements which are necessary or other similar legal proceedings with respect desirable to secure any Capital Loans incurred because it failed to advance their Requested Amount. (e) Notwithstanding anything contained in this Agreement to the Mortgaged Property; or (3contrary, any security interest granted pursuant to Section 16.2(c) treating the Mortgage Loan as a Specially Serviced Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by the Junior Noteholder or its Operating Advisor (to the extent permitted hereunder) to effect any cure hereof shall be reimbursable subordinated to any and all claims of the Junior Noteholder Lender under Section 3 or 4, the First Mortgage and all of the Partners hereby covenant not to take any action to realize upon such security interest so long as applicablethe First Mortgage is outstanding.

Monetary Default. The If the default identified in the Senior Loan Default Notice is a monetary default relating to (1) any scheduled payment of principal or interest, Junior Noteholder (while it is the Controlling Noteholder) or its Operating Advisor (while the Junior Noteholder is the Controlling Noteholder) Lenders shall have the right, but not the obligation, to cure such Monetary Default after receiving the first Monetary Default Notice and until the period ending five ten (510) Business Days after receiving the second Monetary giving of the Senior Loan Default Notice to cure such scheduled monetary default and (2) the payment of any other liquidated sum of money, Junior Lenders shall have until ten (10) Business Days after the giving of the Senior Loan Default Notice to cure such monetary default (each such ten (10) Business Day cure period, a “Monetary Cure Period”) and at no other times. At the time a payment is made to cure a Monetary Default as permitted hereunder); provided, the Junior Noteholder (or its Operating Advisor) shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable with respect to the Lead Securitization Note or any Non-Lead Securitization Notehowever, including principal and interest advances made with respect to such Non-Lead Securitization Note under the related Non-Lead Securitization Servicing Agreement), Advance Interest Amounts, any unpaid fees to any Servicer or Non-Lead Servicer specifically provided for in the Lead Securitization Servicing Agreement and any Additional Servicing Expenses. At any time (while the Junior Noteholder is the Controlling Noteholder) the Junior Noteholder or its Operating Advisor believes that a Monetary Default has occurred, the Junior Noteholder and its Operating Advisor shall have the right (i) to send a written notice to the Servicer requesting written confirmation as to whether a Monetary Default has occurred and is continuing and, if the Servicer provides any such written confirmation indicating that a Monetary Default has occurred and is continuing, the Junior Noteholder or its Operating Advisor may proceed with exercising its cure rights as set forth herein, and (ii) pending its receipt of any written confirmation described in the foregoing clause (i), to tender a cure payment to the Servicer in the amount it reasonably believes necessary to cure such potential Monetary Default, which cure payment shall either be (A) in the event a Monetary Default has occurredJunior Lender elects to cure such monetary default, retained such Junior Lender hereby agrees (x) to indemnify, defend and applied hold harmless Senior Lender for all cost, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any pooling and servicing agreement applicable to the cure of such Monetary Default in accordance with the terms hereof, or (B) in the event that no Monetary Default has occurred, returned by the Servicer to the Junior Noteholder or its Operating Advisor, as applicable. If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor in accordance with this Section 11(a) is less than the amount necessary to effect a cure of a Monetary Default, such payment shall not effect a cure, but the Junior Noteholder or its Operating Advisor may effect a cure if it pays any deficiency within the applicable Cure Period in accordance with this Section 11(a). If the amount of a cure payment tendered by the Junior Noteholder or its Operating Advisor exceeds the amount necessary to effect a cure, the Servicer shall return such excess to the Junior Noteholder or its Operating Advisor, as applicable. The Junior Noteholder or its Operating Advisor (Senior Loan to the extent it imposed on, incurred by or asserted against Senior Lender due to or arising from such Monetary Cure Period, (y) to reimburse Senior Lender for any interest charged by Senior Lender or the servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances during the Monetary Cure Period, and (z) if the monetary default is permitted not cured within the Monetary Cure Period but is thereafter cured by a Junior Lender, to effect a cure hereunderpay Senior Lender the excess of interest accruing at the Default Rate (without duplication) over interest accruing at the Interest Rate under the Senior Loan for the number of days that such default continued uncured less any amounts paid by such Junior Lender under (y) above. A Junior Lender shall not be required, in order to effect a cure hereunderhereunder during the Monetary Cure Period (other than the cure by a Junior Lender of a default in the payment of the Senior Loan in full on the maturity date thereof), to pay any default interest or late charges or any interest at the Default Rate under the Mortgage Senior Loan Documents. So long as Documents (irrespective of any cure of such default by a Monetary Default exists for which a cure payment permitted hereunder is timely made, such Monetary Default shall not be treated as an Event of Default by Junior Lender pursuant to the Lead Securitization Noteholder (or any Servicer on its behalf) (including for purposes of (1) the definition of “Sequential Pay Event,” (2) accelerating the Mortgage Loan, modifying, amending or waiving any provisions of this Agreement), and no late charges or interest at the Mortgage Loan Documents or commencing proceedings Default Rate shall accrue against such Junior Lender for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings such period. There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Junior Lender has cured such monetary default) unless such Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Junior Lender’s Equity Collateral, in which case such Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the Mortgaged Property; occurrence of any voluntary or involuntary Proceeding involving Borrower (such additional monetary cure period, an “Extended Monetary Cure Period”). In the event more than one Junior Lender cures any monetary default in accordance with the terms of this Section, Senior Lender hereby agrees (x) to accept the cure from the junior most Junior Lender and (y) to return to any Senior Junior Lender(s) within three (3) treating the Mortgage Loan as a Specially Serviced Loan); provided that Business Days of accepting such limitation shall not prevent the Lead Securitization Noteholder (or any Servicer on its behalf) from collecting default interest or late charges cure from the Mortgage Loan Borrower. Any amounts advanced junior most Junior Lender any funds tendered by the Senior Junior Noteholder Lender(s). The cure period for a Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if one Junior Lender has satisfied the conditions for an Extended Monetary Cure Period with respect to defaults involving monthly scheduled interest and principal payments as set forth above and thereafter ceases to qualify for such Extended Monetary Cure Period (either by failing to make cure payments or failing to diligently pursue its Operating Advisor rights against its Equity Collateral) then (A) such Junior Lender’s cure rights with respect to all monetary defaults shall immediately terminate (unless Borrower shall have cured all defaults and reinstated the Senior Loan in good standing) and (B) notwithstanding any of the other Junior Lender’s earlier election not to cure the defaults involving monthly scheduled interest and principal payments, such other Junior Lenders shall be entitled to succeed to all rights under the existing Extended Monetary Cure Period, upon written notice to the extent permitted hereunder) to effect any cure shall be reimbursable to Senior Lender, so long as such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral and otherwise satisfies the Junior Noteholder under provisions of this Section 3 or 4, as applicable12.